Ameristate Bank v. Joshua Brim

IN THE DISTRICT COURT OF ATOKA COUNTY STATE OF OKLAHOMA AMERISTATE BANK, an Oklahoma Banking Corporation, v. JOSHUA BRIM, Plaintiff, Defendant. Case No. CJ-2020- P E T I T I O N COMES NOW the Plaintiff, AMERISTATE BANK, an Oklahoma Banking Corporation, and for its causes of action against the Defendant, Joshua Brim (hereinafter referred to as “Defendant”), alleges and states as follows: 1.) The Plaintiff, Ameristate Bank (hereinafter referred to as “Ameristate”), is a corporation organized and existing under the laws of the State of Oklahoma, with its principal place of business in Atoka, Oklahoma. 2.) Upon information and belief, Defendant Joshua Brim is a resident of Oklahoma County, State of Oklahoma. 3.) Venue is proper in Atoka County pursuant to 12 O.S. §142. 4.) That on or about August 23, 2013, the Defendant, for value received, made executed and delivered to Ameristate, a Promissory Note (hereinafter referred to as “Note No. 1714481”) of said date, in writing whereby the Defendant promised to pay the sum of $104,779.00 plus interest thereon at a rate of 6% per annum from August 23, 2013. Note No. 1714481 was payable in monthly installments beginning September 23, 2013 and continuing on the 23rd day of the month until the maturity date of August 23, 2018 at which time the principal and interest would be due and payable in full. That said Note No. 1714481 provides that Defendant agreed to pay a reasonable attorney’s fee in the event that said Note was placed in the hands of an attorney for collection. On October 29, 2018 the Defendant did execute a Change In Terms Agreement whereby the interest rate was increased to 8.25% and Ameristate agreed to extend the maturity date of said loan until July 23, 2023. All other terms of the original Note remained in effect. A full, true, and correct copy of said Note No. 1714481 and the Change In Terms Agreement is attached hereto collectively and fully incorporated herein as Exhibit A. 5.) That as security for Note No. 1714481, Defendant executed a Consumer Security Agreement (hereinafter referred to as the “2013 Security Agreement”), whereby the Defendant granted Ameristate a security interest in a 2014 Land Rover Range Rover SUV, VIN No. SALGS2VF2EA132107 (hereinafter referred to as the “2014 Land Rover”). A full, true, and correct copy of the 2013 Security Agreement is attached hereto and fully incorporated herein as Exhibit B. 6.) Ameristate perfected its security interest in the 2014 Land Rover by filing a lien entry form with the State of Oklahoma, a copy of which is attached hereto as Exhibit C. 7.) That on or about March 3, 2015, the Defendant, for value received, made executed and delivered to Ameristate, a Promissory Note (hereinafter referred to as “Note No. 1737619”) of said date, in writing whereby the Defendant promised to pay the sum of $44,162.50 plus interest thereon at a rate of 6% per annum from March 3, 2015. Note No. 1737619 was payable in monthly installments beginning April 3, 2015 and continuing on the 3rd day of the month until the maturity date of March 3, 2019 at which time the principal and interest would be due and payable in full. That said Note No. 1737619 provides that Defendant agreed to pay a reasonable attorney’s fee in the event that said Note was placed in the hands of an attorney for collection. On October 29, 2018 the Defendant did execute a Change In Terms Agreement whereby the interest rate was increased to 8.25% and Ameristate agreed to extend the maturity date of said loan until July 3, 2019. All other terms of the original Note remained in effect. A full, true, and correct copy of said Note No. 1737619 and the Change In Terms Agreement is attached hereto collectively and fully incorporated herein as Exhibit D. 8.) That as security for Note No. 1737619, Defendant executed a Consumer Security Agreement (hereinafter referred to as the “2015 Security Agreement”), whereby the Defendant granted Ameristate a security interest in a 2011 Land Rover Range Rover Sport SUV, VIN No. SALSH2E42BA293530 (hereinafter referred to as the “2011 Land Rover”). A full, true, and correct copy of the 2015 Security Agreement is attached hereto and fully incorporated herein as Exhibit E. 9.) Ameristate perfected its security interest in the 2011 Land Rover by filing a lien entry form with the State of Oklahoma, a copy of which is attached hereto as Exhibit F. 10.) That on or about March 23, 2015, the Defendant, for value received, made executed and delivered to Ameristate, a Promissory Note (hereinafter referred to as “Note No. 1738216”) of said date, in writing whereby the Defendant promised to pay the sum of $145,000.00 plus interest thereon at a rate of 6% per annum from March 23, 2015. Note No. 1738216 was payable in monthly installments beginning April 23, 2015 and continuing on the 23rd day of the month until the maturity date of March 23, 2020 at which time the principal and interest would be due and payable in full. That said Note No. 1738216 provides that Defendant agreed to pay a reasonable attorney’s fee in the event that said Note was placed in the hands of an attorney for collection. On October 29, 2018 the Defendant did execute a Change In Terms Agreement whereby the interest rate was increased to 8.25% and Ameristate agreed to extend the maturity date of said loan until July 23, 2020. All other terms of the original Note remained in effect. A full, true, and correct copy of said Note No. 1738216 and the Change In Terms Agreement is attached hereto collectively and fully incorporated herein as Exhibit G. 11.) That as security for Note No. 1738216, Defendant executed a Consumer Security Agreement (hereinafter referred to as the “2nd 2015 Security Agreement”), whereby the Defendant granted Ameristate a security interest in a 2015 Land Rover Range Rover SUV, VIN No. SALGV3TF1FA214119 (hereinafter referred to as the “2015 Land Rover”). A full, true, and correct copy of the 2nd 2015 Security Agreement is attached hereto and fully incorporated herein as Exhibit H. 12.) Ameristate perfected its security interest in the 2015 Land Rover by filing a lien entry form with the State of Oklahoma, a copy of which is attached hereto as Exhibit I. 13.) That on or about February 22, 2017, the Defendant, for value received, made executed and delivered to Ameristate, a Promissory Note (hereinafter referred to as “Note No. 1769787”) of said date, in writing whereby the Defendant promised to pay the sum of $176,610.00 plus interest thereon at a rate of 6% per annum from February 22, 2017. Note No. 1769787 was payable in monthly installments beginning March 22, 2017 and continuing on the 22nd day of the month until the maturity date of February 22, 2022 at which time the principal and interest would be due and payable in full. That said Note No. 1769787 provides that Defendant agreed to pay a reasonable attorney’s fee in the event that said Note was placed in the hands of an attorney for collection. On September 30, 2018 the Defendant did execute a Change In Terms Agreement whereby the interest rate was increased to 8.25% and Ameristate agreed to extend the maturity date of said loan until June 22, 2022. All other terms of the original Note remained in effect. full, true, and correct copy of said Note No. 1769787 and the Change In Terms Agreement is attached hereto collectively and fully incorporated herein as Exhibit J. 14.) That as security for Note No. 1769787, Defendant executed a Consumer Security Agreement (hereinafter referred to as the “2017 Security Agreement”), whereby the Defendant granted Ameristate a security interest in a 2012 Audi A8L 4D, VIN No. WAURVAFDXCN024660 (hereinafter referred to as the “2012 Audi”), a 2009 Cadillac ESC UT, VIN No. 1GYFK23209R237247 (hereinafter referred to as the “2009 Cadillac”), and a 2017 Range Rover SUV 4D, VIN No. SALGW2FE7HA325531 (hereinafter referred to as the “2017 Range Rover”). A full, true, and correct copy of the 2017 Security Agreement is attached hereto and fully incorporated herein as Exhibit K. 15.) Ameristate perfected its security interest in the 2012 Audi, 2009 Cadillac, and 2017 Range Rover by filing lien entry forms on each respective vehicle with the State of Oklahoma, copies of which is attached hereto collectively as Exhibit L. 16.) The Defendant has failed, refused and neglected to pay Note No. 1714481, Note No. 1737619, Note No. 1738216 and Note No. 1769787 when due despite demand by Plaintiff and is thus in default pursuant to the terms and conditions contained within these Notes. Ameristate has elected to declare the entire indebtedness on said Notes due and owing in full. 17.) That there is presently due and owing to Ameristate on Note No. 1714481 and the 2013 Security Agreement, the sum of $38,693.23 as of February 11, 2020, which sum is presently accruing interest at the rate of 8.25% per annum until paid, and late fees in the amount of $607.74, for which sum Ameristate is entitled to judgment against the Defendant. 18.) That there is presently due and owing to Ameristate on Note No. 1737619 and the 2015 Security Agreement, the sum of $12,844.99 as of February 11, 2020, which sum is presently accruing interest at the rate of 8.25% per annum until paid, and late fees in the amount of $311.22, for which sum Ameristate is entitled to judgment against the Defendant. 19.) That there is presently due and owing to Ameristate on Note No. 1738216 and the 2nd 2015 Security Agreement, the sum of $60,777.68 as of February 11, 2020, which sum is presently accruing interest at the rate of 8.25% per annum until paid, and late fees in the amount of $701.05, for which sum Ameristate is entitled to judgment against the Defendant. 20.) That there is presently due and owing to Ameristate on Note No. 1769787 and the 2017 Security Agreement, the sum of $131,699.78 as of February 11, 2020, which sum is presently accruing interest at the rate of 8.25% per annum until paid, and late fees in the amount of $1,024.14 for which sum Ameristate is entitled to judgment against the Defendant. 21.) Because of the Defendant’s default on the Notes described above and their corresponding Security Agreements, Ameristate has a special ownership and interest in the 2014 Land Rover, 2011 Land Rover, 2015 Land Rover, 2012 Audi, 2009 Cadillac and the 2017 Range Rover (hereinafter collectively referred to as the “Collateral”) and is entitled to immediate possession of same. The estimated value of the collateral is $186,050.00. 22.) The above described Collateral has not been taken in execution on any order or judgment against Ameristate or for the payment of any tax, fine or amercement assessed against Ameristate, or by virtue of an Order of Delivery issued under Chapter 31 of Title 12 of the Oklahoma Statutes or any other mesne or final process issued Ameristate. 23.) Ameristate believes that the Defendant is in actual or constructive possession of the Collateral and that the Defendant’s possession is subject to the rights of Ameristate. 24.) Ameristate believes that the Defendant may attempt to conceal, damage or destroy the Collateral, or to remove same from the State or County and Ameristate will thereby suffer irreparable harm. Ameristate is without adequate remedy at law to prevent such harm or injury. 25.) Ameristate hereby requests the issuance of an Order of Delivery for the recovery of the Collateral. Ameristate further requests the Clerk of the Court issue a Notice to be served upon the Defendant which notice shall notify Defendant that: (1) an Order of Delivery of the Collateral is sought; (2) the Defendant has a right to object by written response filed with the Court Clerk and delivered or mailed to Ameristate’s attorney within five days after service of the Petition and (3) the Order of Delivery shall be issued by the Clerk in the event no written response is filed within the five day period. 26.) Ameristate is entitled to a reasonable attorney’s fee and its other reasonable costs of collection under the terms of the Notes and Security Agreements and under 12 O.S. §936. WHEREFORE, premises considered, the Plaintiff Ameristate prays for a judgment in its cause of action as follows: a. In favor of Plaintiff, Ameristate, and against the Defendant Joshua Brim, on Note No. 1714481 in the sum of $38,693.23 as of February 11, 2020, which sum is presently accruing interest at the rate of 8.25% per annum, plus late fees, until the date of judgment and thereafter at the lawful rate until paid; b. In favor of Plaintiff, Ameristate, and against the Defendant Joshua Brim, on Note No. 1737619 in the sum of $12,844.99 as of February 11, 2020, which sum is presently accruing interest at the rate of 8.25% per annum, plus late fees, until the date of judgment and thereafter at the lawful rate until paid; c. In favor of Plaintiff, Ameristate, and against the Defendant Joshua Brim, on Note No. 1738216 in the sum of $60,777.68 as of February 11, 2020, which sum is presently accruing interest at the rate of 8.25% per annum, plus late fees, until the date of judgment and thereafter at the lawful rate until paid; d. In favor of Plaintiff, Ameristate, and against the Defendant Joshua Brim, on Note No. 1769787 in the sum of $131,699.78 as of February 11, 2020, which sum is presently accruing interest at the rate of 8.25% per annum, plus late fees, until the date of judgment and thereafter at the lawful rate until paid; e. For an Order of the immediately delivery of the Collateral to the Plaintiff Ameristate; f. For judgment in favor of the Plaintiff Ameristate against the Defendant Joshua Brim for the possession of the Collateral; g. For costs of this action and a reasonable attorney’s fee; and for such other and further relief as this Court deems just and proper. Respectfully submitted, ______________________________ NICHOLAS R. TUCKER, OBA #33290 REASOR AND TUCKER LAW OFFICE SHANNON REASOR LAW OFFICE PLLC P.O. Box 393 Atoka, Oklahoma 74525 Phone: (580) 889-3343 Fax: (580) 889-9334 Attorney for Plaintiff VERIFICATION STATE OF OKLAHOMA ) ) COUNTY OF ATOKA ) I, NICHOLAS R. TUCKER, of lawful age, being first duly sworn, states: I am the attorney for the Plaintiff in this matter. I have read the above and foregoing document, and am familiar with the contents thereof and allegations stated therein are true and correct. NICHOLAS R. TUCKER Subscribed and sworn before me this 18th day of February, 2020. CONNIE HALLOWS Notary Public PROMISSORY NOTE Borrower: Joshua Brim (SSN: 444-80-4323) 6501 Broadway Ext., Ste. 220 Oklahoma City, OK 73116-8246 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 Principal Amount: $104,779.00 Interest Rate: 6.000% Date of Note: August 23, 2013 PROMISE TO PAY. I ("Borrower") promise to pay to AmeriState Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred Four Thousand Seven Hundred Seventy-nine & 100/100 Dollars ($104,779.00), together with interest on the unpaid principal balance from August 23, 2013, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an Interest rate of 6.000% per annum, until paid in full. The Interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. I will pay this loan in 60 payments of $2,025.87 each payment. My first payment is due September 23, 2013, and all subsequent payments are due on the same day of each month after that. My final payment will be due on August 23, 2018, and will be for all principal and all accrued interest not yet paid. Payments include principal and Interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid Interest; then to principal; then to any late charges; and then to any unpaid collection costs. I will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple Interest basis; that is, by applying the ratio of the Interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All Interest payable under this Note is computed using this method. PREPAYMENT; MINIMUM INTEREST CHARGE. I agree that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be refunded to me upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, I understand that Lender is entitled to a minimum Interest charge of $7.50. Other than my obligation to pay any minimum Interest charge, I may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve me of my obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in my making fewer payments. I agree not to send Lender payments marked "paid in full", "without recourse" or similar language. If I send such a payment, Lender may accept it without losing any of Lender's rights under this Note, and I will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriState Bank, Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525. LATE CHARGE. If a payment is 11 days or more late, I will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $19.00, whichever is greater. INTEREST AFTER DEFAULT. Upon maturity, whether scheduled or accelerated by Lender because of my default, the total sum due under this Note will continue to accrue interest at the interest rate under this Note. DEFAULT. I will be in default under this Note if any of the following happen: Payment Default. I fail to make any payment when due under this Note. Break Other Promises. I break any promise made to Lender or fail to perform promptly at the time and strictly in the manner provided in this Note or in any agreement related to this Note, or in any other agreement or loan I have with Lender. Default In Favor of Third Parties. I or any grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of my property or my ability to repay this Note or perform my obligations under this Note or any of the related documents. False Statements. Any representation or statement made or furnished to Lender by me or on my behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished. Death or Insolvency. Any Borrower dies or becomes insolvent; a receiver is appointed for any part of my property; I make an assignment for the benefit of creditors; or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. Taking of the Property. Any creditor or governmental agency tries to take any of the property or any other of my property in which Lender has a lien. This includes taking of, gamishing of or levying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the property is based is valid or reasonable, and if I give Lender written notice of the claim and furnish Lender with monies or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply. Defective Collateralization. This Note or any of the related documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security Interest or lien) at any time and for any reason. Collateral Damage or Loss. Any collateral securing this Note is lost, stolen, substantially damaged or destroyed and the loss, theft, substantial damage or destruction is not covered by insurance. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if I have not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if, after Lender sends written notice to me demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid Interest immediately due, and then I will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if I do not pay. I will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, I also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. I will pay a fee to Lender of $25.00 if I make a payment on my loan and the check or other payment order including any unauthorized charge with which I pay is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. COLLATERAL. I acknowledge this Note is secured by the following collateral described in the security instrument listed herein: a motor vehicle described in a Consumer Security Agreement dated August 23, 2013. ARBITRATION. I and Lender agree that all disputes, claims and controversies between us whether individual, joint, or class in nature, arising from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the financial services rules of J.A.M.S. or its successor in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any property securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receivers, or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any property securing this Note, including any claim to rescind, reform, or otherwise modify any agreement relating to the property securing this Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Note shall exclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon me, and upon my heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. I and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fall to realize upon or perfect Lender's security interest in the collateral. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. This means that the words "I", "me", and "my" mean each and all of the persons signing below. PRIOR TO SIGNING THIS NOTE, I READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. I AGREE TO THE TERMS OF THE NOTE. I ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: X /s/ Joshua Brim POWER OF ATTORNEY I, Joshua Brim of 6501 Broadway Ext., Ste. 220, Oklahoma City, OK 73116-8246, the bona fide registered owner of the following described property: 2014 Land Rover Range Rover SUV (VIN SALGS2VF2EA132107), hereby irrevocably appoint AmeriState Bank, with an address of Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525, or any officer thereof, as my attorney with full authority to execute and record any and all instruments, affidavits, certificates of title, renewals, and other documents necessary to effect registration, transfer of title, application for title and to evidence AmeriState Bank’s security interest in the above described motor vehicle and to do such other things as may be proper pertaining to the title or licensing of the motor vehicle, in my place and stead. This Power of Attorney shall not terminate or otherwise be affected by my subsequent disability or incapacity. GRANTOR: X ______________________ Joshua Brim STATE OF Oklahoma ) STATE OF Oklahoma ) SS. Oklahoma COUNTY. ) ) Subscribed and sworn to before me this 23rd day of August, 2013. Cynthia R Warren Notary Public for the State of Oklahoma Residing at 6501 N Broadway OKC, OK My commission expires 2/19/14 CHANGE IN TERMS AGREEMENT Borrower: Joshua Brim (SSN: 444-80-4323) 5808 NW 135th St Oklahoma City, OK 73142 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 Principal Amount: $94,091.35 Interest Rate: 8.250% Date of Agreement: October 29, 2018 DESCRIPTION OF EXISTING INDEBTEDNESS. Loan 1714481 with an original principal balance of $104,779.00, interest rate of 6.00% and payable in 60 monthly P&I payments of $2,025.87. The original maturity date was August 23, 2018 and the current balance is $94,091.35. DESCRIPTION OF COLLATERAL. 2014 Land Rover Range Rover SUV (VIN SALGS2VF2EA132107). DESCRIPTION OF CHANGE IN TERMS. Upon mutual agreement between the Lender and the Borrower, AmeriState Bank agrees to extend the Maturity Date on Loan 1714481 to July 23, 2023. The interest rate is increasing to 8.25%. There will be 66 monthly P&I payments of $2,025.87 to begin on November 23, 2018 and one P&I payment of approximately $118.55 due on July 23, 2023. The unpaid principal balance is $94,091.35. PROMISE TO PAY. ("Borrower") promise to pay to AmeriState Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of Ninety-four Thousand Ninety-one & 35/100 Dollars ($94,091.35), together with interest on the unpaid principal balance from October 29, 2018, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 8.250% per annum, until paid in full. The Interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. I will pay this loan in 66 regular payments of $2,025.87 each and one irregular last payment estimated at $118.55. My first payment is due November 23, 2018, and all subsequent payments are due on the same day of each month after that. My final payment will be due on July 23, 2023, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. I will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year (365 for all years, including leap years), multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Agreement, I understand that Lender is entitled to a minimum interest charge of $7.50. Other than my obligation to pay any minimum interest charge, I may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve me of my obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in my making fewer payments. I agree not to send Lender payments marked "paid in full," "without recourse," or similar language. If I send such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and I will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriState Bank, Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525, LATE CHARGE. If a payment is 11 days or more late, I will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $19.00, whichever is greater. INTEREST AFTER DEFAULT. Upon maturity, whether scheduled or accelerated by Lender because of my default, the total sum due under this Agreement will continue to accrue interest at the interest rate under this Agreement. DEFAULT. I will be in default under this Agreement if any of the following happen: Payment Default. I fail to make any payment when due under the Indebtedness. Break Other Promise. I break any promise made to Lender or fail to perform promptly at the time and strictly in the manner provided in this Agreement or in any agreement related to this Agreement. Default in Favor of Third Parties. I default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of my property or ability to perform my obligations under this Agreement or any of the Related Documents. False Statements. Any representation or statement made or furnished to Lender by me or on my behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. Death or Insolvency. Any Borrower dies or becomes insolvent; a receiver is appointed for any part of my property; I make an assignment for the benefit of creditors; or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. Taking of the Property. Any creditor or governmental agency tries to take any of the Property or any other of my property in which Lender has a lien. This includes taking of, garnishing of or levying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the Property is based is valid or reasonable, and if I give Lender written notice of the claim and furnish Lender with monies or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. Insecurity. Lender in good faith believes itself insecure. CHANGE IN TERMS AGREEMENT (Continued) Loan No: 1714481-1 Cure Provisions. If any default, other than a default in payment, is curable and if I have not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, It may be cured if 1, after Lender sends written notice to me demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and then I will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if I do not pay. I will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, I also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. I will pay a fee to Lender of $25.00 if I make a payment on my loan and the check or other payment order including any unauthorized charge with which I pay is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. I acknowledge this Agreement is secured by the following collateral described in the security instrument listed herein: (A) A Consumer Security Agreement dated October 29, 2018 made and executed between Joshua Brim and Lender on collateral described as: 2014 Land Rover Range Rover SUV (VIN SALGSZVF2EA132107) Located at: 1219 Befford Oklahoma City, OK 73116 This Note shall not be secured by any previously granted collateral if doing so would cause this loan or obligation to be subject to the limits on consumer credit extended to service members, their spouse and their dependents, as provided in 10 U.S.C. 987 and its implementing regulations. ARBITRATION. I and Lender agree that all disputes, claims and controversies between us whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the financial services rules of J.A.M.S. or its successor in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Property shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Property, including any claim to rescind, reform, or otherwise modify any agreement relating to the Property, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of my interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than me, Lender, without notice to me, may deal with my successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing me from the obligations of this Agreement or liability under the Indebtedness. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. I and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. This means that the words "I", "me", and "my" mean each and all of the persons signing below. CHANGE IN TERMS AGREEMENT (Continued) PRIOR TO SIGNING THIS AGREEMENT, I READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. I AGREE TO THE TERMS OF THE AGREEMENT. CHANGE IN TERMS SIGNERS: X________________________ Joshua Brim LENDER: AMERISTATE BANK X________________________ Authorized Signer Certificate of Completion Envelope Id: A7DCE328E9814820A17356B8422F887C Subject: Please DocuSign: Josh CIT.pdf Source Envelope: Document Pages: 15 Certificate Pages: 4 AutoNav: Enabled Envelope/Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Signatures: 5 Initials: 0 Envelope Originator: BROCK MARBLE 1788 South Virginia Atoka, OK 74525 [email protected] IP Address: 74.200.52.192 Record Tracking Status: Original 10/30/2018 11:34:01 AM Holder: BROCK MARBLE [email protected] Location: DocuSign Signer Events Joshua Brim [email protected] Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 70.167.27.25 Electronic Record and Signature Disclosure: Accepted: 10/30/2018 11:56:15 AM ID: 109eae01-b8ae-434e-acdd-7bab6e3c6987 Sent: 10/30/2018 11:37:22 AM Viewed: 10/30/2018 11:56:15 AM Signed: 10/30/2018 11:58:07 AM In Person Signer Events Signature: [signature image] Timestamp: [timestamp] Editor Delivery Events Status: [status] Timestamp: [timestamp] Agent Delivery Events Status: [status] Timestamp: [timestamp] Intermediary Delivery Events Status: [status] Timestamp: [timestamp] Certified Delivery Events Status: [status] Timestamp: [timestamp] Carbon Copy Events Status: [status] Timestamp: [timestamp] Notary Events Signature: [signature image] Timestamp: [timestamp] Envelope Summary Events Envelope Sent: Hashed/Encrypted 10/30/2018 11:37:22 AM Certified Delivered: Security Checked 10/30/2018 11:56:15 AM Signing Complete: Security Checked 10/30/2018 11:58:07 AM Completed: Security Checked 10/30/2018 11:58:07 AM Payment Events [no payment events listed] Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Ameristate Bank (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Ameristate Bank: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: [email protected] To advise Ameristate Bank of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from Ameristate Bank To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Ameristate Bank To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software <table> <tr> <th>Operating Systems:</th> <td>Windows2000? or WindowsXP?</td> </tr> <tr> <th>Browsers (for SENDERS):</th> <td>Internet Explorer 6.0? or above</td> </tr> <tr> <th>Browsers (for SIGNERS):</th> <td>Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above)</td> </tr> <tr> <th>Email:</th> <td>Access to a valid email account</td> </tr> <tr> <th>Screen Resolution:</th> <td>800 x 600 minimum</td> </tr> <tr> <th>Enabled Security Settings:</th> <td> <ul> <li>Allow per session cookies</li> <li>Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection</li> </ul> </td> </tr> </table> ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Ameristate Bank as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Ameristate Bank during the course of my relationship with you. CONSUMER SECURITY AGREEMENT Grantor: Joshua Brim (SSN: 444-80-4323) 6501 Broadway Ext., Ste. 220 Oklahoma City, OK 73116-8246 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 THIS CONSUMER SECURITY AGREEMENT dated August 23, 2013, is entered into between Joshua Brim (referred to below as "I") and AmeriState Bank (referred to below as "Lender"). GRANT OF SECURITY INTEREST. To secure the Indebtedness described herein (including all obligations under the Note and this Agreement), I grant to Lender a security interest in all of the Property described below. I understand that the following statements set forth my responsibilities, as well as Lender's rights concerning the Property. I agree as follows: PROPERTY DESCRIPTION. The word "Property" as used in this Agreement means the following described property in which I am giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: 2014 Land Rover Range Rover SUV (VIN SALGSZVF2EA132107) Located at: 1219 Belford Oklahoma City, OK 73116 In addition, the word "Property" also includes all the following: any and all accessions, attachments, accessories, replacements of and additions to any of the property described herein (such as tires or batteries attached to a car, a motor attached to a boat, or appliances and fixtures attached to a mobile home), whether added now or later, together with all proceeds (including insurance proceeds and refunds or insurance premiums) if any, and sums due from a third party who has damaged or destroyed the Property or from that party's insurer, whether due to judgment, settlement or other process. Despite any other provision of this Agreement, Lender is not granted, and will not have, a nonpurchase money security Interest in household goods, to the extent such a security interest would be prohibited by applicable law. In addition, if Lender is required to give notice of the right to cancel under Truth in Lending in connection with any additional loan, extensions of credit and other liabilities or obligations of me to Lender, then this Agreement shall not secure additional loans or obligations unless and until such notice and all material Truth-in-Lending disclosures are delivered. CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all amounts I owe to Lender, whether owed now or later. This means that every loan I have now or obtain later with Lender is secured by this Agreement. This Agreement also secures all other amounts and obligations that I may owe to Lender (such as an overdraft on a checking account). However, this Agreement shall not secure any additional loans or obligations if doing so would cause such additional loan or obligation to be subject to the limitations on consumer credit extended to service members, their spouses, and their dependents as provided in 10 U.S.C. Section 987 and its implementing regulations. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. REPRESENTATIONS AND PROMISES WITH RESPECT TO THE PROPERTY. I represent and promise to Lender that: Ownership. I am the lawful owner of the Property. The Property is free and clear of all loans, liens, security interests, mortgages, claims, and encumbrances except for those I have disclosed to Lender in writing prior to my signing this Agreement. I agree to defend Lender's rights in the Property against the claims and demands of all persons. I will not allow any other liens on the Property, even if they are junior to Lender's lien. I have the full authority and right to enter into this Agreement and to grant a security interest in the Property to Lender. No Sale. Without Lender's prior written consent, I will not sell, lease, transfer, borrow against, or otherwise dispose of any of my rights in the Property unless and until all the Indebtedness is paid in full. Location of the Property. Except for vehicles, I agree to keep the Property at my address shown above, or at the location specified in the Property definition in this Agreement, unless Lender tells me I can move it. If the Property is a vehicle, I will keep the Property at that address except for routine travel. I will not do anything that requires applying for a certificate of title for the vehicle in another state. If I move from my address shown above to another location within the same state, I may move the Property to my new address, but only if I give Lender the new address in writing prior to my moving. In any event, I agree to keep Lender informed at all times of my current address. Maintenance and Insurance. I will keep the Property in good condition and repair. If the Property is damaged, lost or stolen, I immediately will inform Lender. I will keep the Property fully insured against all loss or damage by fire, theft, collision, and such other hazards as Lender may require from time to time. The insurance will be on terms, including deductible provisions and endorsements, that are satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender and not including any disclaimer of the Insurer's liability for failure to give such notice. I understand I may obtain insurance from any insurance company I may choose that is reasonably acceptable to Lender. I will provide Lender with the original insurance policy, or other proof satisfactory to Lender of the insurance coverage, together with all endorsements required by Lender, including an endorsement naming Lender as the party to whom all losses will be paid. If Lender receives a refund of any insurance premiums, I agree that the refund is Property covered by this Agreement. Lender may apply the refund and any insurance proceeds or amounts received from third parties to payment of the Indebtedness. Any Insurance policy which I deliver to Lender will be held to secure payment of the Indebtedness. Until all Indebtedness is paid in full, Lender is authorized, but shall not be required, to file any proof of loss, adjust any loss, receive and receipt for any sum payable, surrender any policy, discharge and release any Insurer, endorse any loss or refund check or draft, and in general do in my name, or otherwise, any and all things with respect to the Insurance or any Insurance proceeds. Licensing and Governmental Regulations. I agree to keep the Property licensed at all times as required by all applicable state and federal laws. In addition, I agree to pay when due all license fees, taxes and assessments relating to the Property or the use of the Property. I further agree that the Property will not be used for any unlawful purpose or in violation of any statute, law, ordinance, or regulation relating to the use, operation, or control of the Property. Inspection. I agree that Lender or Lender's agents shall have the right from time to time to inspect the Property wherever located. Financing Statements. I authorize Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest. At Lender's request, I additionally agree to sign all other documents that are necessary to perfect, protect, and continue Lender's security Interest in the Property. I will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. I irrevocably appoint Lender as my attorney-in-fact to execute lien entry forms and documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. I will promptly notify Lender of any change to my name or the name of any individual Grantor, any Individual who is a partner for a Grantor, and any individual who is a trustee or settlor or trustor for a Grantor under this Agreement. I will also promptly notify Lender of any change to the name that appears on the most recently issued, unexpired driver's license or state-issued identification card, any expiration of the most recently issued driver's license or state-issued identification card for me or any individual for whom I am required to provide notice regarding name changes. LENDER'S EXPENDITURES. If I fail (A) to keep the Property free of all taxes, liens, security interests, encumbrances, and other claims, (B) to provide any required insurance on the Property, or (C) to make repairs to the Property then Lender may do so. If any action or proceeding is commenced that would materially affect Lender's interests in the Property, then Lender or my behalf may, but is not required to, take any action that Lender believes to be appropriate to protect Lender's interests. All expenses incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by me. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of any default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. If Lender is required by law to give me CONSUMER SECURITY AGREEMENT (Continued) Loan No: 1714481 notice before or after Lender makes an expenditure, I agree that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable. DEFAULT. I will be in default if any of the following happens: Payment Default. I fail to make any payment when due under the Indebtedness. Break Other Promises. I break any promise made to Lender or fail to perform promptly at the time and strictly in the manner provided in this Agreement or in any agreement related to this Agreement. Default In Favor of Third Parties. I default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of my property or ability to perform my obligations under this Agreement or any of the Related Documents. False Statements. Any representation or statement made or furnished to Lender by me or on my behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. Death or Insolvency. I die or become incompetent or insolvent, a receiver is appointed for any part of my property, I make an assignment for the benefit of creditors, or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. Taking of the Property. Any creditor or governmental agency tries to take any of the Property or any other of my property in which Lender has a lien. This includes taking of, garnishing or levying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the Property is based is valid or reasonable, and if I give Lender written notice of the claim and furnish Lender with monies or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Insecurity. Lender in good faith believes itself insecure. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guarantee of the Indebtedness. Cure Provisions. If any default, other than a default in payment is curable and if I have not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if I, after Lender sends written notice to me demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. I may keep and use the Property so long as I am not in default under this Agreement. If I am in default, this is what Lender may do, in addition to any other rights Lender may have: Accelerate Indebtedness. Lender may declare all Indebtedness immediately due and payable, without notice. Other Rights and Remedies. In addition, Lender will have all the rights of a secured party under the Uniform Commercial Code and other applicable law. This means, among other rights, that Lender may enter upon the premises at the address shown above and take the Property peaceably and sell it. Lender may also, to the extent permitted by law, enter peaceably upon other premises for the purpose of retaking the Property, and I consent to such entry. If the Property contains any goods not covered by this Agreement at the time of repossession, I agree that Lender may take such goods, provided that Lender makes reasonable efforts to return them to me after repossession. If Lender asks me to do so, I will gather the Property and make it available to Lender at a place reasonably convenient to both Lender and me. Application of Proceeds. If Lender sells the Property, Lender will apply the "net proceeds" of the sale to reduce the amount owed Lender. "Net proceeds" means the sale price less the expenses of repossession, repair, sale, and as provided below, attorneys' fees and other collection expenses. I agree that, to the extent permitted by law, I will owe Lender any difference between the amount of the Indebtedness and the net proceeds Lender receives from the sale of the Property. Notice. Unless the Property threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give me, and other persons as required by law, reasonable notice of the time and place of any public sale or of the time after which any private sale or any other intended disposition of the Property is to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition, except as otherwise required by applicable law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments and Interpretation. (1) What is written in this Agreement is my entire agreement with Lender concerning the Property. This Agreement may not be changed except by another written agreement between us. (2) If more than one person signs below, our obligations are joint and several. This means that the words "I," "me," and "my" mean each and every person or entity signing this Agreement, and that, if Lender brings a lawsuit, Lender may sue any one or more of us. I also understand Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Agreement are for convenience purposes only. They are not to be used to interpret or define the provisions of this Agreement. (4) I agree that this Agreement is the most reliable evidence of my agreements with Lender. Arbitration. I and Lender agree that all disputes, claims and controversies between us whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the financial services rules of J.A.M.S., or its successor in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Property shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Property, including any claim to rescind, reform, or otherwise modify any agreement relating to the Property, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin, restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. I agree to pay all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement or to collect the Indebtedness, and I shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. I also shall pay all court costs, in addition to all other sums provided by law. This Agreement also secures all of these amounts. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oklahoma. Notices. To the extent permitted by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefax/fax/letter (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any person may change his or her address for notices under this Agreement by giving formal written notice to the other person or persons, specifying that the purpose of the notice is to change the person's address. For notice purposes, I agree to keep Lender informed at all times of my current address. To the extent permitted by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. It will be my responsibility to tell the others of the notice from Lender. CONSUMER SECURITY AGREEMENT (Continued) Loan No: 1714481 No Waiver by Lender. I understand Lender will not give up any of Lender's rights under this Agreement unless Lender does so in writing. The fact that Lender delays or omits to exercise any right will not mean that Lender has given up that right. If Lender does agree in writing to give up one of Lender's rights, that does not mean I will not have to comply with the other provisions of this Agreement. I also understand that if Lender does consent to a request, that does not mean that I will not have to get Lender's consent again if the situation happens again. I further understand that just because Lender consents to one or more of my requests, that does not mean Lender will be required to consent to any of my future requests. I waive presentment, demand for payment, protest, and notice of dishonor. I waive all rights of exemption from execution or similar law in the Property, and I agree that the rights of Lender in the Property under this Agreement are prior to my rights while this Agreement remains in effect. Severability. If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of my interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than me, Lender, without notice to me, may deal with my successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing me from the obligations of this Agreement or liability under the Indebtedness. Time Is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following words shall have the following meanings when used in this Agreement: Agreement. The word "Agreement" means this Consumer Security Agreement, as this Consumer Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Consumer Security Agreement from time to time. Borrower. The word "Borrower" means Joshua Brim and includes all co-signers and co-makers signing the Note and all their successors and assigns. Grantor. The word "Grantor" means Joshua Brim. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which I am responsible under this Agreement or under any of the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement. Lender. The word "Lender" means AmeriState Bank, its successors and assigns. The words "successors or assigns" mean any person or company that acquires any interest in the Note. Note. The word "Note" means the note or credit agreement dated August 23, 2013, in the principal amount of $104,779.00 from Joshua Brim to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for the note or credit agreement. Property. The word "Property" means all of my right, title and interest in and to all the Property as described in the "Property Description" section of this Agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. I HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS CONSUMER SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED AUGUST 23, 2013. GRANTOR: Joshua Brim OKLAHOMA TAX COMMISSION MOTOR VEHICLE DIVISION POST OFFICE BOX 269061 OKLAHOMA CITY, OKLAHOMA 73126 LIEN ENTRY FORM Debtor Names and Address (Last Name First) Brin, Joshua Name(s) 6501 Broadway Ext., Ste. 220 Address Oklahoma City, OK 73116-8246 City, State, Zip AmeriState Bank Secured Party Name AmeriState Bank P.O. Box 718 Address Atoka, OK 74525 City, State, Zip Assignee of Secured Party Name Address City, State, Zip THIS LIEN ENTRY FORM COVERS THE FOLLOWING VEHICLE 2014 Land Rover SUV Year Make Body Type SALGS2VF2EA132107 Vehicle Identification Number (VIN/HIN) 08-23-2013 Date of Security Agreement Original Oklahoma Title Number Secured Party / Assignee Signature Date Executed 8-28-13 Lender must type and print four (4) identical copies of the Lien Entry Form. Type one Lien Entry Form for each vehicle, boat or outboard motor. One (1) copy to the Oklahoma Tax Commission, one (1) copy to the motor license agent, one (1) copy to the secured party or assignee, one (1) copy attached to the title documents to be given to the debtor. Notice to Debtor: Oklahoma law requires a new owner to title and register his/her vehicle and pay all taxes and fees due within 30 days of acquiring ownership. PROMISSORY NOTE Borrower: Joshua Brim (SSN: 444-80-4323) 6501 Broadway Ext., Ste. 220 Oklahoma City, OK 73116-8246 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 Principal Amount: $44,162.50 Interest Rate: 6.000% Date of Note: March 3, 2015 PROMISE TO PAY. Joshua Brim ("Borrower") promises to pay to AmeriState Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of Forty-four thousand One Hundred Sixty-two & 50/100 Dollars ($44,162.50), together with interest on the unpaid principal balance from March 3, 2015, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an Interest rate of 6.000% per annum, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in 48 payments of $1,037.46 each payment. Borrower's first payment is due April 3, 2015, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on March 3, 2018, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier then it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" or the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriState Bank, Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.0000% of the unpaid portion of the regularly scheduled payment or $19.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, at Lender's option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will bear interest thereon until paid at the rate provided in this Note (including any increased rate). Upon default, the interest rate on this Note shall be increased to 18.0000% per annum. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sale agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor or Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of such creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more then fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: a motor vehicle described in a Commercial Security Agreement dated March 3, 2015. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assignees, and shall inure to the benefit of Lender and its successors and assignees. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: [Signature] Joshua Grim POWER OF ATTORNEY Joshua Brim of 6501 Broadway Ext., Ste. 220, Oklahoma City, OK 73116-8246, the bona fide registered owner of the following described property: 2011 Land Rover Range Rover Sport SUV (VIN SALSHZEA2BAZ83530), hereby irrevocably appoints AmeriState Bank, with an address of Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525, or any officer thereof, as Grantor's attorney with full authority to execute and record any and all instruments, affidavits, certificates of title, renewals, and other documents necessary to effect registration, transfer of title, application for title and to evidence AmeriState Bank's security interest in the above described motor vehicle and to do such other things as may be proper pertaining to the title or licensing of the motor vehicle, in Grantor's place and stead. This Power of Attorney shall not terminate or otherwise be affected by Grantor's subsequent disability or incapacity. GRANTOR: X__________________________ Joshua Brim STATE OF Oklahoma ) COUNTY of Oklahoma ) SS. ) Subscribed and sworn to before me this 3rd day of March, 2015. CYNTHIA R. WARREN NOTARY PUBLIC #02000755 EXP. 02/10/18 Cynthia R Warren Notary Public for the State of Oklahoma Residing at Oklahoma My commission expires 2/10/18 CHANGE IN TERMS AGREEMENT Borrower: Joshua Brim (SSN: 444-80-4323) 5808 NW 135th St Oklahoma City, OK 73142 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 Principal Amount: $38,079.22 Interest Rate: 8.250% Date of Agreement: October 29, 2018 DESCRIPTION OF EXISTING INDEBTEDNESS. Loan 1737619 with an original principal balance of $44,162.50, interest rate of 6.00% and payable in 48 monthly P&I payments of $1,037.46. The current balance is $38,079.22. DESCRIPTION OF COLLATERAL. 2011 Land Rover Range Rover Sport SUV (VIN SALSH2E42BA293530). DESCRIPTION OF CHANGE IN TERMS. Upon mutual agreement between the Lender and the Borrower AmeriState Bank agrees to defer payment until December 3, 2018. The new Maturity Date will be July 3, 2019 on the unpaid principal balance of $38,079.22. The interest rate will increase to 8.25%. PROMISE TO PAY. Joshua Brim ("Borrower") promises to pay to AmeriState Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of Thirty-eight Thousand Seventy-nine & 22/100 Dollars ($38,079.22), together with interest on the unpaid principal balance from October 29, 2018, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 8.250% per annum, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in 7 regular payments of $1,037.46 each and one irregular last payment estimated at $32,794.18. Borrower's first payment is due December 3, 2018, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on July 3, 2019, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year (365 for all years, including leap years), multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriState Bank, Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $19.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, at Lender's option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this Agreement (including any increased rate). Upon default, the interest rate on this loan shall be increased to 18.000% per annum. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or ability to perform Borrower's obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by the following collateral described in the security instrument listed herein: (A) a Commercial Security Agreement dated October 29, 2018 made and executed between Joshua Brim and Lender on collateral described as: 2011 Land Rover Range Rover Sport SUV (VIN SALSH2E42BA293630) Located at: 1218 Bedford Ave Oklahoma City, OK 73116 CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of Borrower's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Borrower, Lender, without notice to Borrower, may deal with Borrower's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Borrower from the obligations of this Agreement or liability under the Indebtedness. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend repeatedly and for any length of time this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. CHANGE IN TERMS SIGNERS: [Docu signed by: Joshua Brim X] LENDER: AMERISTATE BANK X Authorized Signer Certificate Completion Envelope Id: A7DCE328E9614820A17356B8422FB67C Subject: Please DocuSign: Josh CIT.pdf Source Envelope: Document Pages: 15 Certificate Pages: 4 AutoNav: Enabled Envelopel Stampimg: Enabled Time Zone: (UTC-06:00) Pacific Time (US & Canada) Status: Completed Signatures: 5 Initials: 0 Envelope Originator: BROCK MARBLE 1788 South Virginia Atoka, OK 74525 [email protected] IP Address: 74.200.52.192 Record Tracking Status: Original Holder: BROCK MARBLE Location: DocuSign 10/30/2018 11:34:01 AM Holder: [email protected] Signer Events Joshua Brim [email protected] Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 70.167.27.25 Sent: 10/30/2018 11:37:22 AM Viewed: 10/30/2018 11:56:15 AM Signed: 10/30/2018 11:58:07 AM Electronic Record and Signature Disclosure: Accepted: 10/30/2018 11:56:15 AM ID: 109eaeae-b6ae-434e-acdd-7bab6e3c6987 In Person Signer Events Edit Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Ameristate Bank (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. <table> <tr> <th>Required hardware and software</th> <th></th> </tr> <tr> <td>Operating Systems:</td> <td>Windows2000? or WindowsXP?</td> </tr> <tr> <td>Browsers (for SENDERS):</td> <td>Internet Explorer 6.0? or above</td> </tr> <tr> <td>Browsers (for SIGNERS):</td> <td>Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above)</td> </tr> <tr> <td>Email:</td> <td>Access to a valid email account</td> </tr> <tr> <td>Screen Resolution:</td> <td>800 x 600 minimum</td> </tr> <tr> <td>Enabled Security Settings:</td> <td> <ul> <li>Allow per session cookies</li> <li>Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection</li> </ul> </td> </tr> </table> ** These minimum requirements are subject to change. 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COMMERCIAL SECURITY AGREEMENT Grantor: Joshua Brim (SSN: 444-80-4321) 6501 Broadway Ext., Ste. 220 Oklahoma City, OK 73116-8246 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 THIS COMMERCIAL SECURITY AGREEMENT dated March 3, 2015, is made and executed between Joshua Brim ("Grantor") and AmeriState Bank ("Lender"). GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: 2011 Land Rover Range Rover Sport SUV (VIN SALSH2E42BA293630) Located at: 1219 Belford Ave Oklahoma City, OK 73116 In addition, the word "Collateral" also includes all the following: (A) All accessions, attachments, accessories, replacements of and additions to any of the collateral described herein, whether added now or later. (B) All products and produce of any of the property described in this Collateral section. (C) All accounts, general intangibles, instruments, rents, movies, payments, and all other rights, arising out of a sale, lease, consignment, or other disposition of any of the property described in this Collateral section. (D) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party's insurer, whether due to judgment, settlement or other process. (E) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor’s right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media. CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, owed to Lender; whether of a like nature to the Note Indebtedness or not, whether arising from a loan or a purchased obligation, whether incurred for a consumer or a business purpose, whether new existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. However, this Agreement shall not secure any additional loans or obligations if doing so would cause such additional loan or obligation to be subject to the limitation on consumer credit extended to service members, their spouses, and their dependents as provided in 10 U.S.C. Section 2707 and its implementing regulations. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. GRANTOR’S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to Lender that: Perfection of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender’s security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all documents evidencing or constituting the Collateral, and Grantor will note Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness is paid in full and even though for a period of time Grantor may not be indebted to Lender. Notices to Lender. Grantor will promptly notify Lender in writing at Lender’s address shown above (or such other address as Lender may designate from time to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s assumed business name(s); (3) change in the authorized signer(s); (4) change in Grantor’s principal office address; (5) change in Grantor’s principal residence; (6) conversion of Grantor to a new or different type of business entity; or (7) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor’s name or principal residence will take effect until after Lender has received notice. No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party. Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form, consent and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing. Location of the Collateral. Except for vehicles, and except otherwise in the ordinary course of Grantor’s business, Grantor agrees to keep the Collateral at Grantor’s address shown above, or at the location specified in the Collateral definition in this Agreement, or at such other locations as are acceptable to Lender. If the Collateral is a vehicle, Grantor will keep the Collateral at that address except for routine travel. Upon Lender’s request, Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor’s operations, including without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located. Removal of the Collateral. Except in the ordinary course of Gruner’s business, Grantor shall not remove the Collateral from its existing location without Lender’s prior written consent. To the extent that the Collateral consists of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of Oklahoma, without Lender’s prior written consent. Grantor shall, whenever requested, advise Lender of the exact location of the Collateral. Transactions involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor’s business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, assign or otherwise transfer or dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, that requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender. Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other persons. Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Grantee further agrees to pay when due all claims for work done on, or services rendered or materials furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral. Inspection of Collateral. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine and inspect the Collateral wherever located. Taxes, Assessments and Liens. Grantee will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantee may withhold any such payment or may elect to contest any lien if Grantee is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is subjected to a lien which is not discharged within fifteen (15) days, Grantee shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, attorney's fees or other charges that would accrue as a result of foreclosure or sale of the Collateral. In any event, Grantee shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantee shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantee further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely manner. Grantee may withhold any such payment or may elect to contest any lien if Grantee is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized. Compliance with Governmental Requirements. Grantee shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all laws or regulations relating to the undue erosion of highly-creditable land or relating to the conversion of wetlands for the production of any agricultural product or commodity. Grantee may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized. Hazardous Substances. Grantee represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains in force, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantee's due diligence in investigating the Collateral for Hazardous Substances. Grantee hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantee becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction of this Agreement. Maintenance of Casualty Insurance. Grantee shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basic reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantee, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice. Lender and not including any disclaimer of insurer's liability for failure to give such notice. Each insurance policy must include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantee or any other person. On connection with all policies covering assets in which Lender holds or is offered a security interest, Grantee will provide Lender with such loss payable or other endorsements as Lender may require. If Grantee at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral. Application of Insurance Proceeds. Grantee shall promptly notify Lender of any loss or damage to the Collateral if the estimated cost of repair or replacement exceeds $1,000,000, whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantee fails to do so within fifteen (15) days after the casualty. All proceeds of any insurance on the Collateral, including secured proceeds thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantee from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shall pay the balance to Grantee. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantee has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness. Insurance Reserves. Lender may require Grantee to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantee of an amount estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantee shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may safely by payment of the insurance premiums required to be paid by Grantee when they become due. Lender does not hold the reserve funds in trust for Grantee, and Lender is not the agent of Grantee for payment of the insurance premiums required to be paid by Grantee. The responsibility for the payment of premiums shall remain Grantee's sole responsibility. Insurance Reports. Grantee, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantee shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral. Financing Statements. Grantee authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest. At Lender's request, Grantee additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender's security interest in the Property. Grantee will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantee irrevocably appoints Lender as an "authorized" when entry forms and documents necessary to transfer title if there is a default. Lender may fill a copy of this Agreement as a Financing Statement. Grantee will promptly notify Lender of any change to Grantee's name or the name of any individual Grantee, any individual who is a partner for a Grantee, and any individual who is a trustee or settlor or trustee for a Grantee under this Agreement. Grantee will also promptly notify Lender of any change to the name that appears on the most recently issued, unexpired driver's license or state-issued identification card, any expiration of the most recently issued driver's license or state-issued identification card for Grantee or any individual for whom Grantee is required to provide notice regarding name changes. GRANTOR'S RIGHT TO POSSESSION. Until default, Grantee may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or any Related Documents, provided that Grantee's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral. If Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantee shall request or as Lender, in Lender's sole discretion, deems appropriate under the circumstances, but failure to honor any request by Grantee shall not be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantee fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantee's failure to discharge or pay when due any amounts (Grantee is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantee's behalf may but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by Grantee. All such expenses will become a part of the Indebtedness and, at Lender's option, will: (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will authorize payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. If Lender is required by law to give Grantee notices before or after Lender makes any expenditure, Grantee agrees that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made will be satisfactory. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. Default In Favor of Third Parties. Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor’s property or ability to perform Grantor’s obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The death of Grantor, the insolvency of Grantor, the appointment of a receiver for any part of Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Foreclosure Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Grantor’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies or becomes incompetent or revokes or disputes the validity of, or liability under, any Guarantee of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor’s financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Care Provisions. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written notice to Grantor demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of a secured party under the Oklahoma Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise dispose of the Collateral. Unless the Collateral in whole or in part is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law, reasonable notice of the time and place of any public sale, or of the time after which any private sale or other disposition is to be made. Notwithstanding any other provision of this Agreement, any requirement of notice for this purpose shall be met if notice is provided at least ten (10) days before sale or other disposition or action. Lender shall be entitled to, and Grantor shall be liable for, all reasonable costs and expenditures incurred in realizing on Lender’s security interest, including without limitation, all court costs, fees for sale, selling costs and reasonable attorneys’ fees as set forth in the Note or in this Agreement. All such costs shall be secured by the security interest in the Collateral covered by this Agreement. Appoint Receiver. In any action by Lender for the foreclosure of this Agreement, whether by judicial foreclosure or power of sale, Lender shall be entitled to the appointment of a receiver upon any failure of Grantor to comply with any term, obligation, covenant, or condition contained in this Agreement, the Note, or any Related Documents. Collect Revenue, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominees and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. If, prior to the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, request for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and deposit or mail addressed to Grantor; charge any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender. Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Excision of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whatever evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right to declare a default and exercise its remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. All prior and contemporaneous representations and discussions concerning such matters either are included in this document or do not constitute an aspect of the agreement of the parties. Except as may be specifically set forth in this Agreement, no condition precedent or subsequent, of any kind whatsoever, exist with respect to Grantor’s obligations under this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys’ Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expense whether or not there is a lawsuit, including attorneys’ fees and legal expense for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court. COMMERCIAL SECURITY AGREEMENT (Continued) Capiton Headings. Capiton headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Agreement has been executed by Lender in the State of Oklahoma. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent in subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. To the extent permitted by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. To the extent permitted by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings at other secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financial statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender's security interest in the Collateral. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not render the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assignees. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. Time is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code: Agreement. The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. Borrower. The word "Borrower" means Joshua Brim and includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement. Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. Grantor. The word "Grantor" means Joshua Brim. Guarantor. The word "Guarantor" means the guarantor from grantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement. Lender. The word "Lender" means American Bank, its successors and assigns. Note. The word "Note" means the Note dated March 3, 2015 and executed by Joshua Brim in the principal amount of $44,162.50, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral Description" section of this Agreement. Released Documents. The words "Released Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guarantees, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 3, 2015. COMMERCIAL SECURITY AGREEMENT (Continued) Loan No: 1737619 Page 5 GRANTOR: [signature] OKLAHOMA TAX COMMISSION MOTOR VEHICLE DIVISION POST OFFICE BOX 269061 OKLAHOMA CITY, OKLAHOMA 73126 LIEN ENTRY FORM Debtor Names and Address (Last Name First) Brim, Joshua Name(s) 6501 Broadway Ext., Ste. 220 Address Oklahoma City, OK 73116-8246 City, State, Zip AmeriState Bank Secured Party Name AmeriState Bank P.O. Box 718 Address Atoka, OK 74525 City, State, Zip Assignee of Secured Party Name Address City, State, Zip POSTED THIS LIEN ENTRY FORM COVERS THE FOLLOWING VEHICLE 2011 Land Rover SUV SALSH2E42BA293530 Year Make Body Type Vehicle Identification Number (VIN/HIN) 02-27-2015 Date of Security Agreement 3-3H5 Original Oklahoma Title Number Secured Party/Assignee Signature Date Executed Lender must type and print four (4) identical copies of the Lien Entry Form. Type one Lien Entry Form for each vehicle, boat or outboard motor. One (1) copy to the Oklahoma Tax Commission, one (1) copy to the motor license agent, one (1) copy to the secured party or assignee, one (1) copy attached to the title documents to be given to the debtor. Notice to Debtor: Oklahoma law requires a new owner to title and register his/her vehicle and pay all taxes and fees due within 30 days of acquiring ownership. <table> <tr> <th colspan="2">FEES (VEHICLES)</th> <th colspan="2">FEES (BOATS/MOTORS)</th> </tr> <tr> <td>Lien Entry Fee</td> <td>$ 10.00</td> <td>Lien Entry Fee</td> <td>$ 10.00</td> </tr> <tr> <td>Title Fee</td> <td>$ 11.00</td> <td>Title Fee</td> <td>$ 2.25</td> </tr> <tr> <td>Mail Fee</td> <td>$ 1.50</td> <td>Mail Fee</td> <td>$ 1.50</td> </tr> <tr> <td>Total</td> <td>$ 22.50</td> <td>Total</td> <td>$ 13.75</td> </tr> </table> *0000000000173821609S503232015* PROMISSORY NOTE Borrower: Joshua Brien (SSN: 444-80-4323) 6501 Broadway Ext., Ste. 220 Oklahoma City, OK 73116-8246 Lender: AmeriState Bank Aloka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 Principal Amount: $145,000.00 Interest Rate: 6.000% Date of Note: March 23, 2015 PROMISE TO PAY. I ("Borrower") promise to pay to AmeriState Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred Forty-Five Thousand & 00/100 Dollars ($145,000.00), together with interest on the unpaid principal balance from March 23, 2015, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 6.000% per annum, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. I will pay this loan in 60 payments of $2,804.10 each payment. My first payment is due April 23, 2015, and all subsequent payments are due on the same day of each month after that. My final payment will be due on March 23, 2020, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. I will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT; MINIMUM INTEREST CHARGE. I agree that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be refunded to me upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, I understand that Lender is entitled to a minimum interest charge of $7.50. Other than my obligation to pay any minimum interest charge, I may pay without penalty any portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve me of my obligation or commit me to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in me making fewer payments. I agree not to send Lender payments marked "paid in full", "without recourse", or similar language if I send such a payment Lender may accept it without losing any of Lender's rights under this Note, and I will remain obligated to pay any further amount owed to Lender. For written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriState Bank, Aloka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525. LATE CHARGE. If a payment is 11 days or more late, I will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $19.00, whichever is greater. INTEREST AFTER DEFAULT. Upon maturity, whether scheduled or accelerated by Lender because of my default, the total sum due under this Note will continue to accrue interest at the interest rate under this Note. DEFAULT. I will be in default under this Note if any of the following happen Payment Default. I fail to make any payment when due under this Note. Break Other Promises. I break any promise made to Lender or fail to perform promptly at the time and strictly in the manner provided in this Note or in any agreement related to this Note, or in any other agreement or loan I have with Lender Default In Favor of Third Parties. I or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of my property or my ability to repay this Note or perform my obligations under this Note or any of the related documents. False Statements. Any representation or statement made or furnished to Lender by me or on my behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished Death or Insolvency. Any Borrower dies or becomes insolvent, a receiver is appointed for any part of my property, I make an assignment for the benefit of creditors, or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws Taking of the Property. Any creditor or governmental agency takes to take any of the property or any other of my property in which Lender has a lien. This includes taking of, garnishing or laying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the property is based is valid or reasonable, and if I give Lender written notice of the claim and furnish Lender with monies or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply. Defective Collateralization. This Note or any of the related documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest; or lien) at any time and for any reason Collateral Damage or Loss. Any collateral securing this Note is lost, stolen, substantially damaged or destroyed and the loss, theft, substantial damage or destruction is not covered by insurance. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment, is curable and if I have not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if, after Lender sends written notice to me demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then I will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if I do not pay. I will pay Lender that amount. The includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, I also will pay any court costs, in addition to all other sums provided by law GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. I will pay a fee to Lender of $25.00 if I make a payment on my loan and the check or other payment order including any preauthorized charge with which I pay is later dishonored RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts COLLATERAL. I acknowledge this Note is secured by the following collateral described in the security instrument listed herein: a motor vehicle described in a Consumer Security Agreement dated March 23, 2015. ARBITRATION. I and Lender agree that all disputes, claims and controversies between us whether individual, joint, or class in nature, arising from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the financial services rules of J.A.M.S. or its successor in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any property securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any property securing this Note, including any claim to rescind, reform, or otherwise modify any agreement relating to the property securing this Note, shall also be arbitrated, provided however, that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any state having jurisdiction. Nothing in this Note shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon me, and upon my heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. I and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. This means that: the words "I", "me", and "my" mean each and all of the persons signing below. PRIOR TO SIGNING THIS NOTE, I READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. I AGREE TO THE TERMS OF THE NOTE. I ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: Joslin Grim *00000000001738216094003232015* POWER OF ATTORNEY I, Joshua Brim of 6501 Broadway Ext., Ste. 220, Oklahoma City, OK 73116-8246, the bona fide registered owner of the following described property: 2015 Land Rover Range Rover SUV (VIN SALGV3TF1FA214119), hereby irrevocably appoint AmeriState Bank, with an address of Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525, or any officer thereof, as my attorney with full authority to execute and record any and all instruments, affidavits, certificates of title, renewals, and other documents necessary to effect registration, transfer of title, application for title and to evidence AmeriState Bank's security interest in the above described motor vehicle and to do such other things as may be proper pertaining to the title or licensing of the motor vehicle, in my place and stead. This Power of Attorney shall not terminate or otherwise be affected by my subsequent disability or incapacity. GRANTOR: STATE OF Oklahoma ) ) SS. Oklahoma COUNTY. ) Subscribed and sworn to before me this 24th day of March, 2015. Notary Public for the State of Oklahoma Residing at Oklahoma My commission expires 2/16/18 CHANGE IN TERMS AGREEMENT Borrower: Joshua Brim (SSN: 444-80-4323) 5808 NW 135th St Oklahoma City, OK 73142 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 Principal Amount: $127,708.91 Interest Rate: 8.250% Date of Agreement: October 29, 2018 DESCRIPTION OF EXISTING INDEBTEDNESS. Loan 1738216 with an original principal balance of $145,000.00, interest rate of 8.00% and payable in 60 monthly P&I payments of $2,804.10. The current balance is $127,708.91. DESCRIPTION OF COLLATERAL. 2016 Land Rover Range Rover SUV (VIN SALGV3TF1FA214119). DESCRIPTION OF CHANGE IN TERMS. Upon mutual agreement between the Lender and the Borrower, AmeriState Bank agrees to defer payment on loan 1738216 until December 23, 2018. The interest rate will increase to 8.25%. The unpaid principal balance is $127,708.91. PROMISE TO PAY. I ("Borrower") promise to pay to AmeriState Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred Twenty-seven Thousand Seven Hundred Eight & 91/100 Dollars ($127,708.91), together with interest on the unpaid principal balance from October 29, 2018, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 6.250% per annum, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. I will pay this loan in 19 regular payments of $2,804.10 each and one irregular last payment estimated at $90,177.78. My first payment is due December 23, 2018, and all subsequent payments are due on the same day of each month after that. My final payment will be due on July 23, 2020, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. I will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year (365 for all years, including leap years), multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Agreement, I understand that Lender is entitled to a minimum interest charge of $7.50. Other than my obligation to pay any minimum interest charge, I may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve me of my obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in my making fewer payments. I agree not to send Lender payments marked "paid in full", "without recourse", or similar language. If I send such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and I will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriState Bank, Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525. LATE CHARGE. If a payment is 11 days or more late, I will be charged 6.000% of the unpaid portion of the regularly scheduled payment or $19.00, whichever is greater. INTEREST AFTER DEFAULT. Upon maturity, whether scheduled or accelerated by Lender because of my default, the total sum due under this Agreement will continue to accrue interest at the interest rate under this Agreement. DEFAULT. I will be in default under this Agreement if any of the following happen: Payment Default. I fail to make any payment when due under the Indebtedness. Break Other Promises. I break any promise made to Lender or fail to perform promptly at the time and strictly in the manner provided in this Agreement or in any agreement related to this Agreement. Default in Favor of Third Parties. I default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of my property or ability to perform my obligations under this Agreement or any of the Related Documents. False Statements. Any representation or statement made or furnished to Lender by me or on my behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. Death or Insolvency. Any Borrower dies or becomes insolvent; a receiver is appointed for any part of my property; I make an assignment for the benefit of creditors; or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. Taking of the Property. Any creditor or governmental agency tries to take any of the Property or any other of my property in which Lender has a lien. This includes taking of, garnishing of or levying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the Property is based is valid or reasonable, and if I give Lender written notice of the claim and furnish Lender with monies or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. Insecurity. Lender in good faith believes itself insecure. CHANGE IN TERMS AGREEMENT (Continued) Loan No: 1738216-1 Cure Provisions. If any default, other than a default in payment, is curable and if I have not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if I, after Lender sends written notice to me demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and then I will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if I do not pay. I will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, I also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. I will pay a fee to Lender of $25.00 if I make a payment on my loan and the check or other payment order including any preauthorized charge with which I pay is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. I acknowledge this Agreement is secured by the following collateral described in the security instrument listed herein: (A) a Consumer Security Agreement dated October 29, 2018 made and executed between Joshua Brim and Lender on collateral described as: 2015 Land Rover Range Rover SUV (VIN SALGV3TF1FA214119) Located at: 1219 Bedford Oklahoma City, OK 73116 This Note shall not be secured by any previously granted collateral if doing so would cause this loan or obligation to be subject to the limits on consumer credit extended to service members, their spouse and their dependents, as provided in 10 U.S.C. 987 and its implementing regulations. ARBITRATION. I and Lender agree that all disputes, claims and controversies between us whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the financial services rules of J.A.M.S. or its successor in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Property shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Property, including any claim to rescind, reform, or otherwise modify any agreement relating to the Property, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of my interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than me, Lender, without notice to me, may deal with my successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing me from the obligations of this Agreement or liability under the Indebtedness. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. I and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. This means that the words "I", "me", and "my" mean each and all of the persons signing below. CHANGE IN TERMS AGREEMENT (Continued) PRIOR TO SIGNING THIS AGREEMENT, I READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. I AGREE TO THE TERMS OF THE AGREEMENT. CHANGE IN TERMS SIGNERS: DocuSigned by: X Joshua Brim 520F144699E8420 LENDER: AMERISTATE BANK X Authorized Signer Certificate of Completion Envelope Id: A7DCE328E9814820A17356BB422F887C Subject: Please DocuSign: Josh CIT.pdf Source Envelope: Document Pages: 15 Certificate Pages: 4 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Signatures: 5 Initials: 0 Envelope Originator: BROCK MARBLE 1788 South Virginia Atoka, OK 74525 [email protected] IP Address: 74.200.52.192 Record Tracking Status: Original Holder: BROCK MARBLE [email protected] Location: DocuSign 10/30/2018 11:34:01 AM Signer Events Joshua Brim [email protected] Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 70.167.27.25 Sent: 10/30/2018 11:37:22 AM Viewed: 10/30/2018 11:56:15 AM Signed: 10/30/2018 11:58:07 AM Electronic Record and Signature Disclosure: Accepted: 10/30/2018 11:58:15 AM ID: 109eaee1-b6ae-434e-a0cd-7bab6e3c5987 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Notary Events Envelope Summary Events Envelope Sent: Hashed/Encrypted 10/30/2018 11:37:22 AM Certified Delivered: Security Checked 10/30/2018 11:56:15 AM Signing Complete: Security Checked 10/30/2018 11:58:07 AM Completed: Security Checked 10/30/2018 11:58:07 AM ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Ameristate Bank (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Ameristate Bank: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: [email protected] To advise Ameristate Bank of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from Ameristate Bank To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Ameristate Bank To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software <table> <tr> <th>Operating Systems:</th> <td>Windows2000? or WindowsXP?</td> </tr> <tr> <th>Browsers (for SENDERS):</th> <td>Internet Explorer 6.0? or above</td> </tr> <tr> <th>Browsers (for SIGNERS):</th> <td>Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above)</td> </tr> <tr> <th>Email:</th> <td>Access to a valid email account</td> </tr> <tr> <th>Screen Resolution:</th> <td>800 x 600 minimum</td> </tr> <tr> <th>Enabled Security Settings:</th> <td> <ul> <li>Allow per session cookies</li> <li>Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection</li> </ul> </td> </tr> </table> ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Ameristate Bank as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Ameristate Bank during the course of my relationship with you. CONSUMER SECURITY AGREEMENT Grantor: Joshua Brim (SSN: 444-00-4323) 6501 Broadway Ext. Ste. 220 Oklahoma City, OK 73116-8246 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74529 THIS CONSUMER SECURITY AGREEMENT dated March 23, 2015, is entered into between Joshua Brim (referred to below as "[I]") and AmeriState Bank (referred to below as "Lender"). GRANT OF SECURITY INTEREST. To secure the Indebtedness described herein (including all obligations under the Note and this Agreement), I grant to Lender a security interest in all of the Property described below. I understand that the following statements set forth my responsibilities, as well as Lender's rights concerning the Property. I agree as follows: PROPERTY DESCRIPTION. The word "Property" as used in this Agreement means the following described property in which I am giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: 2015 Land Rover Range Rover SUV (VIN SALGV93TFJFA214119) Located at: 1219 Belford Oklahoma City, OK 73116 In addition, the word "Property" also includes all the following: any and all accretions, attachments, accessories, replacements of and additions to any of the property described herein (such as tires or batteries attached to a car, a motor attached to a boat, or appliances and fixtures attached to a mobile home), whether added now or later, together with all proceeds (including insurance proceeds and refunds of insurance premiums) if any, and sums due from a third party who has damaged or destroyed the Property or from that party's Insurer, whether due to Judgment, settlement or other process. Despite any other provision of this Agreement, Lender is not granted, and will not have, a nonpurchase money security interest in household goods, to the extent such a security interest would be prohibited by applicable law. In addition, if Lender is required to give notice of the right to cancel under Truth in Lending in connection with any additional loans, extensions of credit and other liabilities or obligations of me to Lender, then this Agreement shall not secure additional loans or obligations unless and until such notices and all material Truth-in-Lending disclosures are delivered. CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all amounts I owe to Lender, whether owed now or later. This means that every loan I have now or obtain later with Lender is secured by this Agreement. This Agreement also secures all other amounts and obligations that I may owe to Lender (such as an overdraft on a checking account). However, this Agreement shall not secure any additional loans or obligations if doing so would cause such additional loan or obligation to be subject to the limitations on consumer credit extended to service members, their spouses, and their dependents as provided in 10 U.S.C Section 987 and its implementing regulations RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. REPRESENTATIONS AND PROMISES WITH RESPECT TO THE PROPERTY. I represent and promise to Lender that: Ownership. I am the lawful owner of the Property. The Property is free and clear of all liens, liens, security interests, mortgages, claims, and encumbrances except for those, I have disclosed to Lender in writing prior to my signing this Agreement. I agree to defend Lender's rights in the Property against the claims and demands of all persons. I will not allow any other liens on the Property, even if they are junior to Lender's lien. I have the full authority and right to enter into this Agreement and to grant a security interest in the Property to Lender. No Sale. Without Lender's prior written consent, I will not sell, lease, transfer, borrow against, or otherwise dispose of any of my rights in the Property unless and until the Indebtedness is paid in full. Location of the Property. Except for vehicles, I agree to keep the Property at my address shown above, or at the location specified in the Property definition in this Agreement, unless Lender tells me I can move it. If the Property is a vehicle, I will keep the Property at that address except for routine travel. I will not do anything that requires applying for a certificate of title for the vehicle in another state. If I move from my address shown above to another location within the same state, I may move the Property to my new address, but only if I give Lender the new address in writing prior to my moving; in any event, I agree to keep Lender informed at all times of my current address. Maintenance and Insurance. I will keep the Property in good condition and repair. If the Property is damaged, lost or stolen, I immediately will inform Lender. I will keep the Property fully insured against all loss or damage by fire, theft, collision, and such other hazards as Lender may require from time to time. The insurance will be on terms, including deductible provisions and endorsements, that are satisfactory to Lender, including stipulations that coverages will not be canceled or diminished without at least ten (10) days prior written notice to Lender and not including any disclaimer of the Insurer's liability for failure to give such notice. I understand I may obtain insurance from any insurance company I may choose that is reasonably acceptable to Lender. I will provide Lender with the original insurance policy, or other proof satisfactory to Lender of the insurance coverage, together with all endorsements required by Lender, including an endorsement naming Lender as the party to whom all losses will be paid. If Lender receives a refund of any insurance premiums, I agree that the refund is Property covered by this Agreement. Lender may apply the refund and any Insurance proceeds or amounts received from third parties to payment of the Indebtedness. Any Insurance policy which I deliver to Lender will be held to secure payment of the Indebtedness. Until all Indebtedness is paid in full, Lender is authorized, but not required, to file any proof of loss, adjust any loss, receive and receipt for any sum payable, surrender any policy, exchange and release any insurer, endorse any loss or refund check or draft, and in general do in my name, or otherwise, any and all things with respect to the Insurance or any Insurance proceeds. Licensing and Governmental Regulations. I agree to keep the Property licensed at all times as required by all applicable state and federal laws. In addition, I agree to pay when due all license fees, taxes and assessments relating to the Property or the use of the Property. I further agree that the Property will not be used for any unlawful purpose or in violation of any statute, law, ordinance, or regulation relating to the use, operation, or control of the Property. Inspection. I agree that Lender or Lender's agents shall have the right from time to time to inspect the Property wherever located. Financing Statements. I authorize Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest. At Lender's request, I additionally agree to sign all other documents that are necessary to perfect, protect, and continue Lender's security interest in the Property. I will pay all filing fees, title transfer fees, and other fees and costs involved under prohibited by law or unless Lender is required by law to pay such fees and costs. I reasonably appoint Lender as my attorney-in-fact to execute lien entry forms and documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. I will promptly notify Lender of any change to my name or the name of any Individual Grantor, any Individual who is a partner for a Grantor, any individual who is a trustee or settlor or trustor for a Grantor under this Agreement. I will also promptly notify Lender of any change to the name that appears on the most recently issued, unexpired driver's license or state-issued identification card, any expiration or the most recently issued driver's license or state-issued identification card for me or any individual for whom I am required to provide notice regarding name changes. LENDER'S EXPENDITURES. If I fail (A) to keep the Property free of all taxes, liens, security interests, encumbrances, and other claims, (B) to provide any required insurance on the Property, or (C) to make repairs to the Property then Lender may do so. If any action or proceeding is commenced that would materially affect Lender's interests in the Property, then Lender on my behalf may, but is not required to, take any action that Lender believes to be appropriate to protect Lender's interests. All expenses incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by me. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand, (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable Insurance policy; or (2) any remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at a Note's maturity. The Agreement also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of any default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. If Lender is required by law to give me CONSUMER SECURITY AGREEMENT (Continued) Loan No: 1738216 notice before or after Lender makes an expenditure, I agree that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable. DEFAULT. I will be in default if any of the following happens: Payment Default. I fail to make any payment when due under the Indebtedness. Break Other Promises. I break any promise made to Lender or fail to perform promptly at the time and strictly in the manner provided in this Agreement or in any agreement related to this Agreement. Default in Favor of Third Parties. I default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of my property or ability to perform my obligations under this Agreement or any of the Related Documents. False Statements. Any representation or statement made or furnished to Lender by me or on my behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. Death or Insolvency. I die or become incompetent or insolvent, a receiver is appointed for any part of my property, I make an assignment for the benefit of creditors, or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. Taking of the Property. Any creditor or governmental agency tries to take any of the Property or any other of my property in which Lender has a lien. This includes taking of, garnishing of or levying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the Property is based is valid or reasonable, and if I give Lender written notice of the claim and furnish Lender with money or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Insecurity. Lender in good faith believes itself insecure. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guarantee of the Indebtedness. Cure Provisions. If any default, other than a default in payment, is curable and if I have not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if, after Lender sends written notice to me demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. I may keep and use the Property so long as I am not in default under this Agreement. If I am in default, this is what Lender may do, in addition to any other rights Lender may have: Accelerate Indebtedness. Lender may declare all Indebtedness immediately due and payable, without notice. Other Rights and Remedies. In addition, Lender will have all the rights of a secured party under the Uniform Commercial Code and other applicable law. This means, among other rights, that Lender may enter upon the premises at the address shown above and take the Property peaceably and sell it. Lender may also, to the extent permitted by law, enter peaceably upon other premises for the purpose of retaking the Property, and I consent to such entry. If the Property contains any goods not covered by this Agreement at the time of repossession, I agree that Lender may take such goods, provided that Lender makes reasonable efforts to return them to me after repossession. If Lender asks me to do so, I will gather the Property and make it available to Lender at a place reasonably convenient to both Lender and me. Application of Proceeds. If Lender sells the Property, Lender will apply the "net proceeds" of the sale to reduce the amount owed Lender. "Net proceeds" means the sale price less the expenses of repossession, repair, sale, and, as provided below, attorneys' fees and other collection expenses. I agree that, to the extent permitted by law, I will owe Lender any difference between the amount of the Indebtedness and the net proceeds Lender receives from the sale of the Property. Notice. Unless the Property threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give me, and other persons as required by law, reasonable notice of the time and place of any public sale or of the time after which any private sale or any other intended disposition of the Property is to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition, except as otherwise required by applicable law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement. Amendments and Interpretation. (1) What is written in this Agreement is my entire agreement with Lender concerning the Property. This Agreement may not be changed except by another written agreement between us. (2) If more than one person signs below, our obligations are joint and several. This means that the words "I," "me," and "my" mean each and every person or entity signing this Agreement, and that, if Lender brings a lawsuit, Lender may sue any one or more of us. I also understand Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Agreement are for convenience purposes only. They are not to be used to interpret or define the provisions of this Agreement. (4) I agree that this Agreement is the most reliable evidence of my agreements with Lender. Arbitration. I and Lender agree that all disputes, claims and controversies between us whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the financial services rules of J.A.M.S. or its successor in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Property shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a powers of sale under any deed of trust or mortgage; obtaining a writ of attachment or impoundment of a receiver; or exercising any right relating to personal property, including taking or disposing of such property with or without judicial process pursuant Articles 9 and 10 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Property, including the form to rescind, reform, or otherwise modify any agreement relating to the Property, shall also be arbitrated, provided however that no arbitrator shall have the right of the power to enjoin or restrain any act of any party. Judgment upon any award rendered by an arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. I agree to pay all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement or to collect this Indebtedness, and I shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. I also shall pay all court costs, in addition to all other sums provided by law. This Agreement also secures all of those amounts. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oklahoma. Notices. To the extent permitted by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any person may change his or her address for notices under this Agreement by giving formal written notice to the other person or persons, specifying that the purpose of the notice is to change the person's address. For notice purposes, I agree to keep Lender informed at all times of my current address. To the extent permitted by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. It will be my responsibility to tell the others of the notice from Lender CONSUMER SECURITY AGREEMENT (Continued) No Waiver by Lender: I understand Lender will not give up any of Lender's rights under this Agreement unless Lender does so in writing. The fact that Lender delays or omits to exercise any right will not mean that Lender has given up that right. If Lender does agree in writing to give up one of Lender's rights, that does not mean I will not have to comply with the other provisions of this Agreement. I also understand that if Lender does consent to a request, that does not mean that I will not have to get Lender's consent again if the situation happens again. I further understand that, just because Lender consents to one or more of my requests, that does not mean Lender will be required to consent to any of my future requests. I waive presentment, demand for payment, protest, and notice of dishonor. I waive all rights of exemption from execution or similar law in the Property, and I agree that the rights of Lender in the Property under this Agreement are prior to my rights while this Agreement remains in effect. Severability: If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforceable. Therefore, a court will enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. Successors and Assigns: Subject to any limitations stated in this Agreement on transfer of my interest, this Agreement shall be binding upon and must be the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than me, Lender, without notice to me, may deal with my successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing me from the obligations of this Agreement or liability under the indebtedness. Time Is of the Essence. Time Is of the essence in the performance of this Agreement. DEFINITIONS. The following words shall have the following meanings when used in this Agreement: Agreement. The word "Agreement" means this Consumer Security Agreement, as this Consumer Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Consumer Security Agreement from time to time. Borrower. The word "Borrower" means Joshua Brim and includes all co-signers and co-makers signing the Note and all their successors and assigns Grantor. The word "Grantor" means Joshua Brim Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note Indebtedness. The word "indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which I am responsible under this Agreement or under any of the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement. Lender. The word "Lender" means AmeriState Bank, its successors and assigns. The words "successors or assigns" mean any person or company that acquires any interest in the Note. Note. The word "Note" means the note or credit agreement dated March 23, 2015, in the principal amount of $145,000.00 from Joshua Brim to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for the note or credit agreement. Property. The word "Property" means all of my right, title and interest in and to all the Property as described in the "Property Description" section of this Agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guarantees, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, created in connection with the Indebtedness. I HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS CONSUMER SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 23, 2015. GRANTOR: [signature] OKLAHOMA TAX COMMISSION MOTOR VEHICLE DIVISION POST OFFICE BOX 269061 OKLAHOMA CITY, OKLAHOMA 73126 LIEN ENTRY FORM Debtor Names and Address (Last Name First) Brim, Joshua Name(s) 6701 Broadway Ext., Ste. 310 Address Oklahoma City, OK 73116-8246 City, State, Zip AmeriState Bank Secured Party Name AmeriState Bank P.O. Box 718 Address Atoka, OK 74525 City, State, Zip Assignee of Secured Party Name Address City, State, Zip THIS LIEN ENTRY FORM COVERS THE FOLLOWING VEHICLE 2015 Land Rover SUV Year Make Body Type SALGV3TF1FA214119 Vehicle Identification Number (VIN/HIN) 03-23-2015 Date of Security Agreement Original Oklahoma Title Number Secured Party / Assignee Signature Date Executed Lender must type and print four (4) identical copies of the Lien Entry Form. Type one Lien Entry Form for each vehicle, boat or outboard motor. <table> <tr> <th>FEES (VEHICLES)</th> <th>FEES (BOATS/MOTORS)</th> <th>LIEN ONLY FILING</th> </tr> <tr> <td>Lien Entry Fee ....... $ 10.00<br>Title Fee ............. $ 11.00<br>Mail Fee ............ $ 1.50<br>Total ................ $ 22.50</td> <td>Lien Entry Fee ....... $ 10.00<br>Title Fee ............. $ 2.25<br>Mail Fee ............ $ 1.50<br>Total ................ $ 13.75</td> <td>Lien Entry Fee ....... $ 10.00<br>Mail Fee ............ $ 1.50<br>Total ................ $ 11.50</td> </tr> </table> PROMISSORY NOTE Borrower: Joshua Bilm (SSN: 444-80-4323) 4401 Worthington Way Norman, OK 73072 Lender: AmeriState Bank Atoka PO Box 718 113 S. Pennsylvania Street Atoka, OK 74525 Principal Amount: $176,610.00 Interest Rate: 6.000% Date of Note: February 22, 2017 PROMISE TO PAY. I ("Borrower") promise to pay to AmeriState Bank ("Lender"), on order, in lawful money of the United States of America, the principal amount of One Hundred Seventy-six Thousand Six Hundred Ten & 00/100 Dollars ($176,610.00), together with interest on the unpaid principal balance from February 22, 2017, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 6.000% per annum until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. I will pay this loan in 80 payments of $3,413.79 each payment. My first payment is due March 22, 2017, and all subsequent payments are due on the same day of each month after that. My final payment will be due on February 22, 2022, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any late charges. I will pay Lender at Lender's address shown above or at such other place as lender may designate in writing. All payments must be made in U.S. dollars and must be received by lender consistent with any written payment instructions provided by Lender. If a payment is made consistent with Lender's payment instructions but received after 5:00 P.M. CST, Lender will credit my payment on the next business day. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year (365 for all years, including leap years), multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT. I agree that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be refunded to me upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, I may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve me of my obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in my making fewer payments. I agree not to send Lender payments marked "paid in full" without "recourse", or similar language, to satisfy this payment. Lender may accept it without losing any of Lender's rights under this Note, and I will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed items, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriState Bank, Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525. LATE CHARGE. If a payment is 11 days or more late, I will be charged 6,000% of the unpaid portion of the regularly scheduled payment or $10.00, whichever is greater. INTEREST AFTER DEFAULT. Upon maturity, whether scheduled or accelerated by Lender because of my default, the total sum due under this Note will continue to accrue interest at the interest rate under this Note. DEFAULT. I will be in default under this Note if any of the following happen: Payment Default. I fail to make any payment when due under this Note. Break Other Promises. I break any promise made to Lender or fail to perform promptly at the time and strictly in the manner provided in this Note or in any agreement related to this Note, or in any other agreement or loan I have with Lender. Default in Favor of Third Parties. I or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of my property or my ability to repay this Note or perform my obligations under this Note or any of the related documents. False Statements. Any representation or statement made or furnished to Lender by me or on my behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished. Death or Insolvency. Any Borrower dies or becomes insolvent; a receiver is appointed for any part of my property; I make an assignment for the benefit of creditors; or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. Taking of the Property. Any creditor or governmental agency files to take any of the property or any other of my property in which Lender has a lien. This includes taking of, garnishing of or levying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the property is based is valid or reasonable, and I give Lender written notice of the claim and furnish Lender with monies or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply. Defective Collateralization. This Note or any of the related documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Collateral Damage or Loss. Any collateral securing this Note is lost, stolen, substantially damaged or destroyed and the loss, theft, substantial damage or destruction is not covered by insurance. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party or any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment, is curable and if I have not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if I, after Lender sends written notice to me demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which lender deems in lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then I will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if I do not pay. I will pay Lender that amount, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, I also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflict of law provisions. This Note has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. I will pay a fee to Lender of $25.00 if I make a payment on my loan and the check or other payment order including any preauthorized charge with which I pay is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender receives a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. I acknowledge this Note is secured by the following collateral described in the security instrument listed herein: motor vehicles described in Consumer Security Agreement dated February 22, 2017. ARBITRATION. I and Lender agree that all disputes, claims and controversies between us whether individual, joint, or class in nature, arising from this Note or otherwise, Including without limitation contract and tort disputes, shall be arbitrated pursuant to the financial services rules of PROMISSORY NOTE (Continued) J.A.M.S., or its successor, is effect at the time the claim is filed, upon request of either party. No act to take or dispose of any property securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or injunction or a receivership; or exercising any rights relating to personal property, including taking or disposing of any property with or without judicial process pursuant Article 9 of the Uniform Commercial Code. Any disputes, claims and controversies concerning the invalidity or reasonableness of any act or exercise of any right, concerning any property securing this Note, including any claim to rescind, reform, or otherwise modify any agreement relating to the property securing that Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Note shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for those purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon me, and upon my heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. I and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral, impair, fail to realize upon or perfect Lender's security interest in the collateral. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. This means that the words "I", "me", and "my" mean each end all of the persons signing below: PRIOR TO SIGNING THIS NOTE, I READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. I AGREE TO THE TERMS OF THE NOTE. I ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. [Signature] POWER OF ATTORNEY I, Joshua Brim of 4401 Warrington Way, Norman, OK 73072, the bona fide registered owner of the following described property: 2017 Range Rover SUV 4D (VIN SALGW2FE7HA325531), hereby irrevocably appoint AmeriState Bank, with an address of Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525, or any officer thereof, as my attorney with full authority to execute and record any and all Instruments, affidavits, certificates of title, renewals, and other documents necessary to effect registration, transfer of title, application for title and to evidence AmeriState Bank's security interest in the above described motor vehicle and to do such other things as may be proper pertaining to the title or licensing of the motor vehicle, in my place and stead. This Power of Attorney shall not terminate or otherwise be affected by my subsequent disability or incapacity. GRANTOR: [Signature] Joshua Brim STATE OF Oklahoma Atoka COUNTY Subscribed and sworn to before me this 22nd day of February, 2017. COLBY CHANDLER NOTARY #17000470 EXP. 1/22/21 SEA PUBLIC NOTARY STATE OF OKLAHOMA Notary Public for the State of Oklahoma Residing at Atoka County My commission expires 1-12-21 POWER OF ATTORNEY I, Joshua Brim of 4401 Warrington Way, Norman, OK 73072, the bone fide registered owner of the following described property: 2012 Audi A8L 4D (VIN WAURVAFDXCN024660), hereby irrevocably appoint AmeriState Bank, with an address at Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525, or any officer thereof, as my attorney with full authority to execute and record any and all instruments, affidavits, certificates of title, renewals, and other documents necessary to effect registration, transfer of title, application for title and to evidence AmeriState Bank’s security interest in the above described motor vehicle and to do such other things as may be proper pertaining to the title or licensing of the motor vehicle, in my place and stead. This Power of Attorney shall not terminate or otherwise be affected by my subsequent disability or incapacity. GRANTOR: STATE OF Oklahoma ) COUNTY Of Atkins ) SS. ) ) ) Subscribed and sworn to before me this _______ day of February, ____________, 2017. Notary Public for the State of Oklahoma Residing at Atoka County My commission expires 1-12-21 POWER OF ATTORNEY I, Joshua Brim of 4401 Warrington Way, Norman, OK 73072, the bona fide registered owner of the following described property: 2009 Cadillac ESC UT (VIN 1GYFK23209R237247), hereby irrevocably appoint AmeriState Bank, with an address of Atoka, PO Box 718, 113 S. Pennsylvania Street, Atoka, OK 74525, or any officer thereof, as my attorney with full authority to execute and record any and all instruments, affidavits, certificates of title, renewals, and other documents necessary to effect registration, transfer of title, application for title and to evidence AmeriState Bank's security interest in the above described motor vehicle and to do such other things as may be proper pertaining to the title or licensing of the motor vehicle, in my place and stead. This Power of Attorney shall not terminate or otherwise be affected by my subsequent disability or incapacity. GRANTOR: [Signature] Joshua Brim Date Signed STATE OF Oklahoma Anoche County Subscribed and sworn to before me this 22nd day of February, 2017. [Seal] COLBY CHANDLER NOTARY #17000470 EXP. 1-19-21 STATE OF OKLAHOMA Notary Public for the State of Oklahoma Residing At Atoka County My commission expires 1-12-21 DEFERRAL/EXTENSION AGREEMENT - SIMPLE INTEREST MAKER(S) NAME AND ADDRESS LENDER/SECURED PARTY NAME AND ADDRESS Joshua Brim 5808 NW 135th St Oklahoma City, OK 73142 AMERISTATE BANK PO BOX 718 113 S PENNSYLVANIA AVE ATOKA, OK 74525 The undersigned Maker executed the below described Promissory Note payable to Lender/Secured Party named above DESCRIPTION OF PROMISSORY NOTE <table> <tr> <th>DATE OF NOTE</th> <th>NOTE NUMBER</th> <th>AMOUNT FINANCED</th> <th>APR %</th> <th>ORIGINAL MATURITY AND DUE DATE OF FINAL PAYMENT</th> </tr> <tr> <td>02/22/17</td> <td>1769787</td> <td>$176,610.00</td> <td>8.25%</td> <td>2/22/2022</td> </tr> </table> By the terms of the above described Promissory Note, a payment of principal and finance charge is now due, but the Maker desires to pay finance charge and to defer in whole or part the payment of principal. The Lender/Secured Party by acceptance of the finance charge shown below agrees to extend the Maturity and the Due Date of the Final Payment as follows. The obligation evidenced by the Promissory Note is otherwise continued on its original terms and is not satisfied or replaced by this agreement. a) Unpaid Principal balance on Note Prior to transactions made today: $139,227.28 b) Finance Charge on Note has been previously paid to: 10/26/2018 c) Amount of Principal paid today: $0.00 d) Finance Charges paid today: $68.66 e) Additional Premium Charges paid today to extend credit life ins: $0.00 f) Deferral Fees / Other Charges: $100.00 4 deferrals g) Filing Fees: $0.00 h) Total Charges and Principal paid today by Maker: $168.66 i) Finances Charges on Note now paid to: 10/29/2018 j) SIMPLE INTEREST RATE: 8.25% k) Maturity and Due Date of Final Payment now extended to: 6/22/2022 l) Unpaid Principal Balance on Note after transactions made today: $139,227.28 m) Next Payment by Maker due on: 11/22/2018 n) Amount of Next Payment: $3,413.79 SIGNATURES Maker requests extension and continuation of the credit life insurance currently in force at the cost disclosed above. YES NO Maker agrees to the Finance and other Charges itemized above and to the terms of this Deferral Agreement. Maker also acknowledges receipt of a copy of this Agreement. [Signature] Joshua Brim [Signature] For Lender/Secured Party 2017 Land Rover 2012 Audi, 09 Cad. Deferring 4 Months Increasing Interest Rate to 8.25% Certificate Of Completion Envelope Id: 1F76A3FEB1344CC4B54D27E81B90DFA0 Subject: Please DocuSign: Josh & Barry Deferal.pdf, Josh Brim Deferal.pdf Source Envelope: Document Pages: 6 Signatures: 6 Certificate Pages: 4 Initials: 0 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Envelope Originator: BROCK MARBLE 1788 South Virginia Atoka, OK 74525 [email protected] IP Address: 74.200.52.192 Record Tracking Status: Original Holder: BROCK MARBLE Location: DocuSign 10/30/2018 11:37:34 AM [email protected] Signer Events Joshua Brim [email protected] Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 70.167.27.25 Sent: 10/30/2018 11:39:15 AM Viewed: 10/30/2018 11:51:53 AM Signed: 10/30/2018 11:54:57 AM Electronic Record and Signature Disclosure: Accepted: 10/30/2018 11:51:53 AM ID: 0324204e-b99e-4f02-96b6-cf4f6c8562808 In Person/Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Notary Events Envelope Summary Events Envelope Sent: Hashed/Encrypted Certified Delivered: Security Checked Signing Complete: Security Checked Completed: Security Checked Timestamp: 10/30/2018 11:39:15 AM Timestamp: 10/30/2018 11:51:54 AM Timestamp: 10/30/2018 11:54:57 AM Timestamp: 10/30/2018 11:54:57 AM Payment Events Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Ameristate Bank (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. <table> <tr> <th colspan="2">Required hardware and software</th> </tr> <tr> <th>Operating Systems:</th> <td>Windows2000? or WindowsXP?</td> </tr> <tr> <th>Browsers (for SENDERS):</th> <td>Internet Explorer 6.0? or above</td> </tr> <tr> <th>Browsers (for SIGNERS):</th> <td>Internet Explorer 6.0?, Mozilla FireFox 1.0, Netscape 7.2 (or above)</td> </tr> <tr> <th>Email:</th> <td>Access to a valid email account</td> </tr> <tr> <th>Screen Resolution:</th> <td>800 x 600 minimum</td> </tr> <tr> <th>Enabled Security Settings:</th> <td> <ul> <li>Allow per session cookies</li> <li><b>Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection</b></li> </ul> </td> </tr> </table> ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Ameristate Bank as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Ameristate Bank during the course of my relationship with you. CONSUMER SECURITY AGREEMENT Grantor: Joshua Brim (SSN: 444-80-4323) 4401 Worthington Way Norman, OK 73072 Lender: AmeriState Bank Atoka PO Box 719 113 S. Pennsylvania Street Atoka, OK 74526 THIS CONSUMER SECURITY AGREEMENT dated February 22, 2018, is entered into between Joshua Brim (referred to below as "[I]") and AmeriState Bank (referred to below as "Lender"). GRANT OF SECURITY INTEREST. To secure the Indebtedness described herein (including all obligations under the Note and this Agreement), I grant to Lender a security interest in all of the Property described below. I understand that the following statements set forth my responsibilities, as well as Lender's rights concerning the Property. I agree as follows: PROPERTY DESCRIPTION. The word "Property" as used in this Agreement means the following described property in which I am giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: 2012 Audi A6L 4D (VIN WAURVAFDXCN02460) 2008 Cadillac ESC UTM (VIN 1GFKZ3209R237247) 2017 Range Rover SUV 4D (VIN SALGW2FEGNA325593) In addition, the word "Property" also includes all the following: any and all accessions, attachments, accessories, replacements of and additions to any of the property described herein (such as tires or batteries attached to a car; a motor attached to a boat; or appliances and fixtures attached to a mobile home), whether added now or later, together with all proceeds including insurance proceeds and refunds of insurance premiums if any, and sums due from a third party who has damaged or destroyed the Property or from that party's insurer, whether due to judgments, settlement or otherwise. Despite any other provision of this Agreement, Lender is not granted, and will not have, a nonpurchase money security interest in household goods, to the extent such a security interest would be prohibited by applicable law. In addition, if Lender is required to give notice of the right to cancel under Truth in Lending in connection with any additional loans, extensions of credit and other liabilities or obligations of me to Lender, then this Agreement shall not secure additional loans or obligations unless and until such notice and all material Truth-in-Lending disclosures are delivered. CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all amounts I owe to Lender, whether owed now or later. This means that every loan I have now or obtain later with Lender is secured by this Agreement. This Agreement also secures all other amounts and obligations that I may owe to Lender (such as an overdraft on a checking account). However, this Agreement shall not secure any additional loans or obligations if doing so would cause such additional loan or obligation to be subject to the limitations on consumer credit extended to service members, their spouses, and their dependents as provided in 10 U.S.C. Section 987 and its implementing regulations. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. REPRESENTATIONS AND PROMISES WITH RESPECT TO THE PROPERTY. I represent and promise to Lender that: Ownership. I am the lawful owner of the Property. The Property is free and clear of all liens, liens, security interests, mortgages, claims, and encumbrances except for those I have disclosed to Lender in writing prior to signing this Agreement. I agree to defend Lender's rights in the Property against the claims and demands of all persons. I will not allow any other lien on the Property, even if they are junior to Lender's lien. I have the full authority and right to enter into this Agreement and to grant a security interest in the Property to Lender. No Sales. Without Lender's prior written consent, I will not sell, lease, transfer, borrow against, or otherwise dispose of any of my rights in the Property unless and until all the Indebtedness is paid in full. Location of the Property. Except for vehicles, I agree to keep the Property at my address shown above unless Lender tells me I can move it. If the Property is a vehicle, I will keep the Property at those addresses except for routine travel. I will not do anything that requires applying for a certificate of title for the vehicle in another state. If I move from my address shown above to another location within the same state, I may move the Property to my new address, but only if I give Lender the new address in writing prior to my moving. In any event, I agree to keep Lender informed at all times of my current address. Maintenance and Insurance. I will keep the Property in good condition and repair. If the Property is damaged, lost or stolen, I immediately will inform Lender. I will keep the Property fully insured against all losses or damages by fire, theft, collision, and such other hazards as Lender may require from time to time. The Insurance will be on terms, including deductible provisions and endorsements, that are satisfactory to Lender, including stipulations that coverages will not be canceled or diminished without at least ten (10) days prior written notice to Lender and not including any disclaimer of the insurer's liability for failure to give such notice. I understand I may obtain insurance from any insurance company I may choose that is reasonably acceptable to Lender. I will provide Lender with the original insurance policy, or other proof satisfactory to Lender that the Property covered together with all endorsements required by Lender, including an endorsement naming Lender as the party to whom all losses will be paid. If Lender receives a refund of any insurance premium, I agree that the refund is Property covered by this Agreement. Lender may apply the refund and any insurance proceeds or amount received from the proceeds to payment of the Indebtedness. Any insurance policy which I deliver to Lender will be held to secure payment of the Indebtedness. Until all Indebtedness is paid in full, Lender is authorized, but shall not be required, to file any proof of loss, adjust any loss, receive and receipt for any sum payable, surrender any policy, discharge and release any insurer, endorse any loss or refund check, or draft, and in general do in my name, or otherwise, any and all things with respect to the Insurance or any Insurance proceeds. Licensing and Governmental Regulations. I agree to keep the Property licensed at all times as required by all applicable state and federal laws. In addition, I agree to pay when due all license fees, taxes and assessments relating to the Property or the use of the Property. I further agree that the Property will not be used for any unlawful purpose or in violation of any statute, law, ordinance, or regulation relating to the use, operation, or control of the Property. Inspection. I agree that Lender or Lender's agents shall have the right from time to time to inspect the Property wherever located. Financing Statements. I authorize Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest. At Lender's request, I additionally agree to sign all other documents that are necessary to perfect, protect, and continue Lender's security interest in the Property. I will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. I irrevocably appoint Lender as my attorney-in-fact to execute lien entry forms and documents necessary to transfer title if there is a default. Lender agrees that the filing of any financing statement, I will promptly notify Lender of any change to my name or the name of any individual Grantor, any individual who is carrying a Grantor, and any individual who is a trustee or settlor or trustor for a Grantor under this Agreement. I will also promptly notify Lender of any change to the name that appears on the most recently issued, unexpired driver's license or state-issued identification card, any expiration of the most recently issued driver's license or state-issued identification card for me or any individual for whom I am required to provide notice regarding name changes. LENDER'S EXPENDITURES. If I fail (A) to keep the Property free of all taxes, liens, security interests, encumbrances, and other claims, (B) to provide any required insurance on the Property, or (C) to make repairs to the Property than Lender may do so. If any action or proceeding is commenced that would materially affect Lender's interests in the Property, then Lender on my behalf may, but is not required to, take any action that Lender believes to be appropriate to protect Lender's interests. All expenses incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by me. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the principal of the Note and be appropriately adjusted to be payable at any Lender's demand; or (C) be treated as a bare rent which will be earned and payable at the Note's maturity. The Agreement also will secure payment of these amounts. The rights provided for in this subparagraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of any default. Any such action by Lender shall not be construed as curing the default as to bar Lender from any remedy that it otherwise would have had. If Lender is required by law to give me CONSUMER SECURITY AGREEMENT (Continued) notice before or after Lender makes an expenditure, I agree that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable. DEFAULT. I will be in default if any of the following happens: Payment Default. I fail to make any payment when due under the Indebtedness. Break Other Promises. I break any promise made to Lender or fail to perform promptly at the time and custody in the manner provided in this Agreement or in any agreement related to this Agreement. Default In Favor of Third Parties. I default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of my property or ability to perform my obligations under this Agreement or any of the Related Documents. False Statements. Any representation or statement made or furnished to Lender by me or on my behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. Death or Insolvency. I die or become incompetent or insolvent, a receiver is appointed for my benefit of creditors, or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. Taking of the Property. Any creditor or governmental agency tries to take any of the Property or any other of my property in which Lender has a lien. This includes taking of, garnishing of or levying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the Property is based is valid or reasonable, and if I give Lender written notice of the claim and furnish Lender with more or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Insecurity. Lender in good faith believes itself insecure. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guarantee of the Indebtedness. Cure Provisions. If any default, other than a default in payment, is curable and if I have not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if, after Lender sends written notice to me demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. I may keep and use the Property so long as I am not in default under this Agreement. If I am in default, this is what Lender may do, in addition to any other rights Lender may have: Accelerate Indebtedness. Lender may declare all Indebtedness immediately due and payable, without notice. Other Rights and Remedies. In addition, Lender will have all the rights of a secured party under the Uniform Commercial Code and other applicable law. This means, among other things, that Lender may enter upon the premises at the address shown above and take the Property peaceably and sell it. Lender may also, to the extent permitted by law, enter peaceably upon other premises for the purpose of repossessing the Property, and I consent to such entry. If the Property contains any goods not covered by this Agreement at the time of repossession, I agree that Lender may take such goods, provided that Lender makes reasonable efforts to return them to me after repossession. If Lender asks me to do so, I will gather the Property and make it available to Lender at a place reasonably convenient to both Lender and me. Application of Proceeds. If Lender sells the Property, Lender will apply the "net proceeds" of the sale to reduce the amount owed Lender. "Net proceeds" means the sale price less the expenses of repossession, repair, sale, and as provided below, attorneys' fees and other collection expenses. I agree that, to the extent permitted by law, I will owe Lender any difference between the amount of the Indebtedness and the net proceeds Lender receives from the sale of the Property. Notice. Unless the Property threatens to decline specifically in value or is of a type customarily sold on a recognized market, Lender will give me, and other persons as required by law, reasonable notice of the time and place of any public sale or of the time after which any private sale or any other intended disposition of the Property is to be made. The requirements of reasonable notice shall not be met if such notice is given at least ten (10) days before the time of the sale or disposition, except as otherwise required by applicable law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments and Interpretation. (1) What is written in this Agreement is my entire agreement with Lender concerning the Property. This Agreement may not be changed except by another written agreement between us. (2) If more than one person signs below, our obligations are joint and several. This means that the words "I," "me," and "my" mean each and every person or entity signing this Agreement, and that, if Lender brings a lawsuit, Lender may sue any one or more of us. I also understand Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Agreement are for convenience purposes only. They are not to be used to interpret or define the provisions of this Agreement. (4) I agree that this Agreement is the most reliable evidence of my agreements with Lender. Arbitration. I and Lender agree that all disputes, claims and controversies between us whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the financial services rules of J.A.M.S. or its successor in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Property shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receivership; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant Article E of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Property, including any claim to resell, reform, or otherwise modify any agreement relating to the Property, shall also be arbitrated, provided however that no arbitrator shall have the right to preclude, modify, or restrict any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, laches, res judicata, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. I agree to pay all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement or to collect the Indebtedness, and I shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunctions, appeals, and any anticipated post-judgment collection services. I also shall pay all court costs, in addition to all other sums provided by law. This Agreement also secures all of these amounts. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oklahoma. Notices. To the extent permitted by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the address shown near the beginning of this Agreement. Any person may change his or her address for notices under this Agreement by giving formal written notice to the other person or persons, specifying that the purpose of the notice is to change the person's address. For notices purposes, I agree to keep Lender informed at all times of my current address. To the extent permitted by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. It will be my responsibility to tell the others of the notice from Lender. No Waiver by Lender. I understand Lender will not give up any of Lender's rights under this Agreement unless Lender does so in writing. The fact that Lender delays or omits to exercise any right will not mean that Lender has given up that right. If Lender does agree in writing to give up one of Lender's rights, that does not mean I will not have to comply with the other provisions of this Agreement. I also understand that if Lender does consent to a request, that does not mean that I will not have to get Lender's consent again if the situation happens again. I further understand that just because Lender consents to one or more of my requests, that does not mean Lender will be required to consent to any of my future requests. I waive presentment, demand for payment, protest, and notice of dishonor. I waive all rights of exemption from execution or similar law in this Property, and I agree that the rights of Lender in the Property under this Agreement are prior to my rights while this Agreement remains in effect. Severability. If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforceable. Therefore, a court will enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of my interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than me, Lender, without notice to me, may deal with my successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing me from the obligations of this Agreement or liability under the Indebtedness. Time Is of the Essence. Time Is of the essence in the performance of this Agreement. DEFINITIONS. The following words shall have the following meanings when used in this Agreement: Agreement. The word "Agreement" means this Consumer Security Agreement, as this Consumer Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Consumer Security Agreement from time to time. Borrower. The word "Borrower" means Joshua Brim and includes all co-signers and co-makers signing the Note and all their successors and assigns. Grantor. The word "Grantor" means Joshua Brim. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means the Indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other Indebtedness and costs and expenses for which I am responsible under this Agreement or under any of the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement. Lender. The word "Lender" means AmeriState Bank, its successors and assigns. The words "successors or assigns" mean any person or company that acquires any interest in the Note. Note. The word "Note" means the note or credit agreement dated February 22, 2017, in the principal amount of $178,610.00 from Joshua Brim to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for the note or credit agreement. Property. The word "Property" means all of my right, title and interest in and to all the Property as described in the "Property Description" section of this Agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guarantees, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, end all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. I HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS CONSUMER SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 22, 2017. GRANTOR: DocuSigned by: OKLAHOMA TAX COMMISSION MOTOR VEHICLE DIVISION POST OFFICE BOX 269061 OKLAHOMA CITY, OKLAHOMA 73126 LIEN ENTRY FORM Debtor Names and Address (Last Name First) Brim, Josh Name(s) 6501 Broadway Ext., Ste. 220 Address Oklahoma City, OK City, State 73116-8246 Zip Code AmeriState Bank Secured Party Name PO Box 718, 113 S. Pennsylvania Street Address Atoka, OK City, State 74525 Zip Code Assignee of Secured Party Name Address City, State Zip Code THIS LIEN ENTRY FORM COVERS THE FOLLOWING VEHICLE 2012 Audi 4 Door Sedan WAURVAFDCN024660 Year Make Body Type Vehicle Identification Number (VIN/HIN) 08-03-2012 Date of Security Agreement 559312178006 Original Oklahoma Title Number Secured Party / Assignee Signature Date Executed Lender must type and print four (4) identical copies of the Lien Entry Form. Type one Lien Entry Form for each vehicle, boat or outboard motor. One (1) copy to the Oklahoma Tax Commission, one (1) copy to the motor license agent, one (1) copy to the secured party or assignee, one (1) copy attached to the title documents to be given to the debtor. Notice to Debtor: Oklahoma law requires a new owner to title and register his/her vehicle and pay all taxes and fees due within 30 days of acquiring ownership. Form Number MV-21A Revised June 2004 OKLAHOMA TAX COMMISSION MOTOR VEHICLE DIVISION POST OFFICE BOX 53525 OKLAHOMA CITY, OKLAHOMA 73152 LIEN ENTRY FORM Debtor Names and Address (Last Name First) Big Duke, LLC Name(s) 6501 Broadway Ext, Ste 220 Address Oklahoma City, OK City, State 73116 Zip Code Secured Party Name AmeriState Bank Address P O Box 718 Atoka, OK City, State 74525 Zip Code Assignee of Secured Party Name Address City, State Zip Code THIS LIEN ENTRY FORM COVERS THE FOLLOWING VEHICLE Year 2009 Make Cadillac Body Type Escalade Vehicle Identification Number (VIN/HIN) 1GYFK23209R237247 Date of Security Agreement 05-25-10 Original Oklahoma Title Number [blank] Secured Party / Assignee Signature Rhonda Allen Date Executed 05-25-10 Lender must type and print four (4) identical copies of the Lien Entry Form Type one Lien Entry Form for each vehicle, boat or outboard motor. One (1) copy to the Oklahoma Tax Commission, one (1) copy to the motor license agent, one (1) copy to the secured party or assignee, one (1) copy attached to the title documents to be given to the debtor OKLAHOMA TAX COMMISSION MOTOR VEHICLE DIVISION POST OFFICE BOX 269061 OKLAHOMA CITY, OKLAHOMA 73126 LIEN ENTRY FORM Debtor Names and Address (Last Name First) Brim, Joshua Name(s) 4401 Warrington Way Address Norman, OK 73072 City, State, Zip AmeriState Bank Secured Party Name AmeriState Bank P.O. Box 718 Address Atoka, OK 74525 City, State, Zip Assignee of Secured Party Name Address City, State, Zip THIS LIEN ENTRY FORM COVERS THE FOLLOWING VEHICLE <table> <tr> <th>Year</th> <th>Make</th> <th>Body Type</th> <th>Vehicle Identification Number (VIN/HIN)</th> </tr> <tr> <td>2017</td> <td>Range Rover</td> <td>4D</td> <td>SALGW2FE7HA325531</td> </tr> </table> 02-22-2017 Date of Security Agreement Original Oklahoma Title Number Secured Party / Assignee Signature 5-8-12 Date Executed Lender must type and print four (4) identical copies of the Lien Entry Form. Type one Lien Entry Form for each vehicle, boat or outboard motor. One (1) copy to the Oklahoma Tax Commission, one (1) copy to the motor license agent, one (1) copy to the secured party or assignee, one (1) copy attached to the title documents to be given to the debtor. Notice to Debtor: Oklahoma law requires a new owner to title and register his/her vehicle and pay all taxes and fees due within 30 days of acquiring ownership. <table> <tr> <th colspan="2">FEES (VEHICLES)</th> <th colspan="2">FEES (BOATS/MOTORS)</th> </tr> <tr> <td>Lien Entry Fee</td> <td>$ 10.00</td> <td>Lien Entry Fee</td> <td>$ 10.00</td> </tr> <tr> <td>Title Fee</td> <td>$ 11.00</td> <td>Title Fee</td> <td>$ 2.25</td> </tr> <tr> <td>Mail Fee</td> <td>$ 1.50</td> <td>Mail Fee</td> <td>$ 1.50</td> </tr> <tr> <td>Total</td> <td>$ 22.50</td> <td>Total</td> <td>$ 13.75</td> </tr> </table>