VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK v. CECIL WILLIAMS

IN THE DISTRICT COURT OF OSAGE COUNTY, STATE OF OKLAHOMA VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK Plaintiff, vs. CECIL WILLIAMS Defendant(s). Case No. CJ-26-51 PETITION FOR MONEY DUE ON NOTE COMES NOW the Plaintiff and for its cause of action against the Defendant(s) states as follows: 1. That Plaintiff is a LIMITED LIABILITY COMPANY organized and existing under the laws of NEW JERSEY; the debt sued upon arose in and Plaintiff’s cause of action accrued in the State of Oklahoma. 2. That at least one of the Defendant(s) reside(s) in or may be found in OSAGE County, Oklahoma and within the venue of this court. 3. That upon application by the Defendant(s), the Defendant(s) did enter into a Promissory Note to borrow a sum of money from BLUE RIDGE BANK which has heretofore been sold and assigned to various parties including and ultimately to Plaintiff. 4. That the Defendant(s) did fail to perform the obligations under the Note and are therefore in default. 5. That if required by law or the Note, Defendant(s) were notified of his/her/their default and right to cure, but Defendant(s) failed to cure said default. 6. That the Defendant(s) still owe(s) $18905.94 to Plaintiff after giving the Defendant(s) due credit for any and all payments made thereon and any other credits entitled to Defendant(s). 7. Pursuant to the contract attached hereto, Plaintiff is entitled to reasonable attorney’s fees. 8. Pursuant to the SCRA §201(b)(4), Plaintiff declares under penalty of perjury that Defendant(s) CECIL WILLIAMS is/are not in the Armed Forces for the United States, verified on 12/29/2025 via the U.S. Department of Defense website. WHEREFORE, Plaintiff prays for Judgment against Defendant(s) in the amount of: Amount Claimed: $18905.94; Interest: at the rate of 8.75% per annum from the date of Judgment until paid; Attorney fees;; and All costs herein expended, including but not limited to court costs, sheriff’s fees, and any costs for service of the summons(es). Respectfully submitted, FABER AND BRAND L.L.C. BY: _____/s/ Michael L. Foster_____ Michael L. Foster OK #20701 Jason P. Gubbins OK #22576 James M. Mucklestone OK #36520 P.O. Box 10110 Columbia, Missouri 65205-4000 (888) 233-3141 (573) 442-1072 FAX [email protected] ATTORNEY FOR PLAINTIFF THIS IS A COMMUNICATION FROM A DEBT COLLECTOR IN AN ATTEMPT TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. AFFIDAVIT OF ACCOUNT STATE OF NJ COUNTY OF Monmouth Before me, the undersigned authority, personally appeared Nicholas DeGennaro, who, being by me duly sworn deposes and states: I am of sound mind, I am over the age of 18, and I am competent to testify to the matters stated herein. I am the Affidavit Specialist of VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK a(n) LIMITED LIABILITY COMPANY organized and existing under the laws of the State of NEW JERSEY. VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK acquired, for a valuable consideration, all right, title, and interest in and to the claim set forth in VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK’s Petition/Complaint., which claim shall hereinafter be referred to as “The Account.” The original creditor for The Account was BLUE RIDGE BANK. The sale agreement and assignment whereby VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK acquired The Account, (hereinafter, the “Sale Agreement”), specifically set forth the amount then owed by CECIL WILLIAMS. The Sale Agreement also required the party who sold The Account to VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK to report any subsequent payments received by them to VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK. On information and belief and based on the foregoing, after crediting any such reported payments and any payments made to VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK, there is now due and owing from CECIL WILLIAMS to VELOCITY INVESTMENTS, LLC ASSIGNEE OF UPGRADE, INC ASSIGNEE OF BLUE RIDGE BANK $18905.94, plus interest at the Judgment rate per annum from the Judgment date until paid in full by CECIL WILLIAMS. To the best of my knowledge and belief, the Defendant, CECIL WILLIAMS, is not in the Armed Forces for the United States nor any branch thereof. Defendant is not an infant or incompetent person. Nicholas DeGennaro In witness whereof I have hereunto subscribed my name and affixed my official seal the 9th day of December 20 25. My commission Expires: EXHIBIT K Blue Ridge Bank, a National Association headquartered in Luray, Virginia ("Originator"), hereby certifies that: 1. Originator originates loans that are serviced by Upgrade, Inc. 2. Each of the loans identified by loan number on the attached Exhibit A (each, a "Loan") was originated by Blue Ridge Bank. 3. On or about the respective "Closing Date" set forth on Exhibit A, Originator transferred or otherwise conveyed each Loan to the party identified on Exhibit I (each, a “Purchaser"). 4. Originator transferred, assigned and conveyed to the related Purchaser and its successors and permitted assignees, all right, title and interest the Originator held in each Loan subject to no prior security interest in favor of any other creditor of Originator free and clear of any lien created by Originator, except for any interest of such Purchaser and its affiliates. 5. Upgrade, Inc. was Servicer of each Loan from the origination of the Loan to the sale by Originator to the related Purchaser. In its role as Servicer of the Loan, during the period Originator owned the Loan, Upgrade, Inc. kept and maintained business records on behalf of Originator in the regular course of business. BLUE RIDGE BANK By: ________________________________ Brett Taxin Name: ____________________________ Brett Taxin Title: _____________________________ EVP Date: _____________________________ November 1, 2023 EXHIBIT A BILL OF SALE For value received and pursuant to the terms and conditions of the Forward Flow Purchase and Sale Agreement dated May 15, 2020, Upgrade, Inc., as “Initial Seller”, and on behalf of Additional Sellers as “Servicer”) hereby assigns effective as of October 25, 2023 (the “Closing Date”) all rights, title and interest in and to those certain charged-off loans and all related receivables, judgments or evidences of debt described in Schedule I attached hereto and made part hereof for all purposes to Velocity Investments, LLC (“Purchaser”). Pursuant to the foregoing assignment, the Initial Seller stipulates that the Purchaser may be substituted for the Initial Seller, or Additional Seller, as applicable, as the valid owner of the Accounts and hereby waives any notice or hearing requirements imposed by Bankruptcy Rule 3001 (e) (2) or otherwise. UPGRADE, INC., as INITIAL SELLER UPGRADE, INC. on behalf of ADDITIONAL SELLER identified on Schedule I DocuSigned by: By: ________________ Michael Young Name: Michael Young Date: October 25, 2023 Title: Sr. Director of Servicing Privacy Your privacy is important to Upgrade and its bank partners. Privacy Policy California Privacy Policy Federal Privacy Notices Upgrade Privacy Notice Cross River Bank Privacy Notice Blue Ridge Bank Privacy Notice Privacy Policy Effective date: January 31, 2023 Protecting your privacy is important to Upgrade, Inc. (DBAs include Universal Credit, and the names here (https://www.upgrade.com/landing/dba), collectively “Upgrade,” “we,” “us,” and “our”). Please read this Privacy Policy (the “Privacy Policy”) before using the Site. The “Site” refers to any website or mobile application operated by Upgrade, including www.upgrade.com (https://www.upgrade.com), or any other online or mobile service that links to or otherwise presents this Privacy Policy to you. This Privacy Notice describes how we collect, use, share, process, and delete personal information; what rights and choices you may have with respect to your information; how you may contact us, and how we protect your personal information when you visit the Site or access or use products, services, and related applications offered by Upgrade (collectively, the “Services”) such as creating or managing your account. This Privacy Policy applies to all prospective, current, and former Upgrade customers as well as businesses that interact with Upgrade. This Privacy Policy does not apply to job applicants who apply to work for Upgrade or employees employed by Upgrade. By accessing or using the Site, you consent to this Privacy Policy and the Terms of Use (https://www.upgrade.com/funnel/borrower-documents/TERMS_OF_USE). We may periodically update or revise this Privacy Policy to describe new Services or changes to our practices. You can determine when this Notice was last revised by referring to the “Effective Date” at the top of this Notice. We encourage you to review the Policy whenever you interact with us to stay informed about our privacy practices and the ways that you can help protect your privacy. If we make significant changes to this Policy, we will notify you through a prominent notice on our Site or Services, release updates, or via email address associated with your account. Your continued use of our Site is deemed to be acceptance of those changes. Information Upgrade Collects About You The information that we collect depends on the context of your interactions with us and the choices that you make, your location, and applicable law. The sub-sections below describe the information we collect about you and how we collect it. A. Information You Provide Directly to Us We collect the following information directly from you when you use our Site and/or Services: • Personal Information: Name, address, email, phone number, Social Security number, date of birth, account name, password, upgrade card number, loan ID, government ID, selfie, geolocation and IP address. • Payment Information: Information about your payments, loan terms, or transaction history; • Employment Information: Information about your employment, start date, work phone, salary/paystubs, employment status, home; • Company Information: Information about your company, company name/position, your percentage ownership; • Bank Information: Your bank information, including account name, account number, routing number, debit and credit cards details; • Verification Information: Information for verification (fraud) checks, including verification of your identity and other information you provide; • Other information that you voluntarily provide to us when you report a problem with our Services or when we provide you with customer support by phone or email or otherwise or that we may collect as permitted by law and with your consent (where required by law). B. Information We Receive from Third Parties We receive the following information about you from third parties such as credit bureaus, our partners, and service providers to support our business operations: • Credit reporting agencies: Information such as your name, address, Social Security number, credit score, and other information from credit reporting agencies; • Business partners: we may receive your personal information, such as name, email, date of birth, Social Security number or employment information from businesses we partner with to offer our Services; • Service providers: we may also receive your personal information, such as name, address, phone number from service providers which perform services solely on our behalf; • Banking and Financial Institutions: When you choose to link your bank account for the purposes of direct deposit and related services, we may receive the financial information associated with those accounts, including account balances and transaction history. C. Information We Collect Automatically We use Google Analytics on our Site which automatically collects the following information about you, your device, and your usage of our Site: • Website Usage Information – We collect information about your usage and behavior on our Site and/or Services, such as your browsing history of the content you have visited on our Site, including how you were referred to our Site via other websites. • Device information – We collect information about the type of device you use when you access our Site including details of your computer or mobile, such as the unique device identifier, unique advertising identifier, and browser used to access our content. • Geolocation information – We collect information about your IP address, which is a numerical code to identify your device, together with the country, region or city where you are based. • Anonymized statistical information – We may collect other information provided to us through analytics services. How Upgrade Uses Information We limit our use of your personal information to the purposes described in this Notice. Upgrade is a service provider to its bank partners (https://www.upgrade.com/bank-partners/), and all loans or bank accounts facilitated through the Site are provided by a bank partner. Upgrade uses collected information in the following ways: • Provide and Improve our Site and Services – We use your personal information, credit information, employment information, bank information, and verification information to manage your account, provide, operate, monitor, maintain and administer our Site and Services, and to improve our offerings to you, including to develop new products and services. • Facilitate your loan or account with a bank partner - We use your personal information, credit information, employment information, bank information, and verification information to generate your borrower profile, process your loan or account application on behalf of the bank partner providing the loan or account, and to enable automatic payments and fund transfers with other financial institutions. • Communicate with you about our Services – We use your personal information to contact you regarding updates to our Services or to communicate with you concerning your account and transactions. • Send and improve marketing communications – We use your personal information for our Marketing Activities according to your preferences, such as communicating with you via email or SMS. • Provide customer support – We use your personal information to provide customer support if you run into issues with our Site or Services, or to verify your identity when exercising your privacy rights. • Provide and improve necessary functionality – We use your website usage information, device information, geolocation information, and anonymized statistical information to provide the necessary functionality required for you to use our Site and Services and to improve our Site based on this information. • Promote the security of our Site and Services – We may use your personal information, website usage information, device information, geolocation information, and anonymized statistical information to investigate and prevent malicious, deceptive, fraudulent, or illegal activity, and enforce our terms and policies. • Legal, regulatory, safety, and compliance purposes – We may use the categories of information collected for purposes of compliance with laws or regulations and to review compliance with applicable usage terms. • Other purposes – We may process the categories of information collected for other purposes about which we notify you in advance or for which we receive your consent (such as in the event of a corporate sale, merger, or acquisition). Information Upgrade Discloses Upgrade may use and disclose your information to provide our product and services to you and in accordance with applicable law. We do not share or sell your personal information with any third party other than as described in this Privacy Policy. We may disclose your information with the following third parties in the following instances: • Contractors, Service providers, and other third parties we use to support our business, our products and services, such as for fraud prevention, servicing, bill collection, debt collection, marketing and technology services, product development; • Nonaffiliated financial institutions that we partner with to market or provide the products or services to you; • Credit reporting agencies to report account information as authorized by you or otherwise permitted by law; • Investors who may purchase your loan directly from us or as part of servicing of your loan or account; • Law enforcement, government officials, or other third parties as required by law and when we believe that such disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, regulatory request or other legal process; • Third parties when we have a legitimate business purpose as permitted by law; or • Buyer or other successor in the event of a merger, divesture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Upgrade’s assets in which personal information held by Upgrade about our Site users is among the assets transferred; or • Other third parties with your consent or authorization. We also partner with third parties to manage our advertising on other sites and to evaluate the Site performance. Third Party Websites This Site may contain links to other websites operated by third parties, including social media providers. Upgrade cannot and does not control the privacy practices of these third-party websites. Upgrade does not endorse the content or information of any third-party website or resource and, further, Upgrade does not warrant that such websites or resources will not contain viruses or other malicious code or will not otherwise affect your computer. By using any link on our Site to connect to a third-party website, you agree and understand that Upgrade shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the privacy practices of any third-party websites. How Upgrade Protects Your Personal Information Our goal is to protect the security of your information. We have implemented physical, organizational, and technical measures designed to protect against loss or unauthorized access, disclosure, alteration, or destruction of the information you provide on the Site. For example, technical safeguards that we use to access data securely include a combination of firewalls, intrusion detection system, malware detection system, and data loss prevention systems. Upgrade also conducts vulnerability testing of applications and systems regularly. Additional Steps You Should Take to Ensure the Security of Your Information Upgrade does not and cannot guarantee the security of any information submitted to our Website, and we encourage you to take steps to secure your information. You should not include any personal identifying information in your account ID. You should always choose a password that is difficult for others to guess and change your password frequently. At a minimum, we require the use of both numbers and letters in your password. You should never share your password with anyone. Your password is not known to Upgrade, and we will never ask for your password. Upgrade sends important communications regarding your account via email. You should take steps to secure and restrict access to your email account. You should also be aware of fraudulent emails known as “phishing,” from companies claiming to be Upgrade and requesting your login information or other account information. Upgrade will never ask for your login information. We also recommend you avoid using public computers and networks and delete browser cache files after using the Site. If you believe the security of your account is compromised or to report any concerns, please contact us at [email protected]. Children’s Privacy This Site is not intended for children or minors under the age of 18. We do not knowingly collect personal information from, or market to, children under the age of 13. If we become aware that a child under the age of 13 has provided us with personal information without parental consent, we will take steps to comply with applicable legal requirements to remove such information. California Privacy Policy If you are a California resident, the California Consumer Privacy Act of 2018 (the “CCPA”) and the California Privacy Rights Act (the “CPRA”) require us to provide you with certain notices prior to our collection and use of your personal information. This notice for California residents supplements the information provided in the rest of this Privacy Policy, which also applies to you. Any terms defined in the CCPA or CPRA have the same meaning when we use them here. We collect personal information about prospective, current, and former Upgrade customers. In particular, we have collected the following categories of personal information from consumers in the last twelve (12) months: • Identifiers such as Name, address, phone number, email address, Social Security number, and date of birth; • Characteristics of protected classifications under California or federal law; • Commercial Information; • Internet or other similar network activity; • Certain geolocation data; and • Professional or employment-related information. Additionally, we have collected the following categories of sensitive personal information from consumers in the last twelve (12) months: • Social security number, driver’s license, state identification card, or passport number. • Account log-In, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account. • Precise geolocation Upgrade does not “sell” any personal information we collect. We disclose personal information within the categories of third parties described in the “Information Upgrade Discloses” section above. Your Rights and Choices under the CCPA Subject to certain exemptions, California residents have the right to request to know details about the categories and specific personal information we collect; to correct inaccurate information about themselves; to delete their personal information; to opt out of “sale” or “sharing” of personal information; to limit use or disclosure of sensitive personal information; and be free from unlawful discrimination for exercising these rights under the CCPA. Financial regulations, including the Fair Credit Reporting Act ("FRCA") and the Gramm-Leach-Bliley Act ("GLBA"), may prevent us from disclosing or deleting certain information that may be requested by California residents. How to Exercise Your Rights under the CCPA If you are a California resident, you may make a request to exercise your rights under the CCPA by either of the following methods: • Submitting a webform request (https://upgrade-requests.my.onetrust.com/webform/dbeb549a-dd3b-40da-a19c-bf5dd64371a1/2ac8f236-906a-4ad8-8f06-5a4aeal1e1280); or • Calling us toll-free at (877) 418-4547; when prompted, dial PIN: 461370 Before responding to a request, we will request information from you, which at a minimum will include your full name, date of birth, and email address, and any additional information to verify your identity. Under the CCPA, you may have an authorized agent submit a request on your behalf, and we will collect certain authorization and verification information from you and your authorized agent. We will respond to all requests within 45 days. If the matter cannot be resolved within 45 days, we will contact you regarding the reason for requiring additional time. Federal Privacy Notices All loans made and accounts obtained through Upgrade are provided by a bank partner. For applicants and borrowers of the Personal Loan (“PL”) product offered by Upgrade’s bank partners (https://www.upgrade.com/lending-partners) through Upgrade, the following Federal Privacy Notices apply. For applicants, borrowers and/or users of financial products or services offered by Cross River Bank through Upgrade, the following Federal Privacy Notices of Upgrade and Cross River Bank apply. Upgrade GLBA Privacy Notice Rev. Jan. 2023 WHAT DOES UPGRADE, INC. DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security Number and Credit History • Account Balances and Transaction History • Payment History and Employment Information When you are no longer our customer, you can continue to receive offers based on your personal information by checking or unchecking box in this notice. All financial institutions need to share customers’ personal information to run their everyday business. As described below, we list the reasons financial companies can share their customer’s personal information; the reasons Upgrade chooses to share; and where you can limit this sharing. <table> <tr> <th>For our everyday business purposes—such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus</th> <th>Yes</th> <th>No</th> </tr> <tr> <td>For our marketing purposes—to offer our products and services to you</td> <td>Yes</td> <td>No</td> </tr> <tr> <td>For joint marketing with other financial companies</td> <td>Yes</td> <td>No</td> </tr> <tr> <td>For our affiliates’ everyday business purposes—information about your transactions and experiences</td> <td>Yes</td> <td>No</td> </tr> <tr> <td>For our affiliates’ everyday business purposes—information about your creditworthiness</td> <td>No</td> <td>We don’t share</td> </tr> <tr> <td>For nonaffiliates to market to you</td> <td>No</td> <td>We don’t share</td> </tr> </table> Call 844-319-3909 or go to www.upgrade.com Who is providing this notice? Upgrade, Inc. How does Upgrade protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Upgrade employees only access your personal information as necessary to perform their role. How does Upgrade collect my personal information? We collect your personal information, for example, when you • Open an account or provide employment information • Apply for a loan or provide account information • Give us your contact information We also collect your personal information from others, such as credit bureaus or other related companies. Why can’t I limit all sharing? Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes information about your creditworthiness. • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. • Upgrade Tech Canada, Inc. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Upgrade shares with nonaffiliates, including other financial services companies and service providers, to help Upgrade market to you and provide products and services to you. Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • Upgrade’s joint marketing partners include our bank partners, financial companies, lenders, and other consumer financial platforms. California Residents: We will not share your information with companies outside of Upgrade except for our everyday business purposes, for marketing our products and services to you or with your consent. Please see the “Important Privacy Choices for Consumers” (https://www.upgrade.com/files/CalFIPA_privacy_notice.pdf) notice, which will be provided to you separately, for more information about your privacy rights. Vermont Customers: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Additional information concerning our privacy policies can be found at www.upgrade.com/privacy or call 844-319-3909. Nevada Residents: Notice provided pursuant to state law. To be placed on our internal Do Not Call List, call 844-319-3909. If you would like more information about telemarketing practices, you may contact us at Upgrade. Attn: Nevada Marketing Information, 275 Battery Street, 23rd Floor, San Francisco, CA 94111 or email [email protected]. For more on this Nevada law, contact Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: 1-702-486-3132; e-mail: [email protected]. Texas Residents: Upgrade is licensed and examined under the laws of the State of Texas and by state law is subject to regulatory oversight by the Office of Consumer Credit Commissioner. Any consumer wishing to file a complaint against Upgrade should contact the Office of Consumer Credit Commissioner through one of the means indicated below: In Person or U.S. Mail: 2601 North Lamar Boulevard, Austin, Texas 78705-4207. Telephone No.: (800) 538-1579. Fax No.: (512) 936-7610. E-mail: [email protected]. Online: https://occc.texas.gov/contact (https://occc.texas.gov/contact). Website: https://occc.texas.gov/consumers/file-a-complaint (https://occc.texas.gov/consumers/file-a-complaint). Telephone Communications: All telephone communications with us or our authorized agents may be monitored or recorded. WHAT DOES CROSS RIVER BANK DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and Account balances • Payment history and Transaction History • Account transactions and Wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Cross River Bank chooses to share; and whether you can limit this sharing. <table> <tr> <th></th> <th>Yes</th> <th>No</th> </tr> <tr> <td>For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus</td> <td>Yes</td> <td>No</td> </tr> <tr> <td>For our marketing purposes - to offer our products and services to you</td> <td>Yes</td> <td>No</td> </tr> <tr> <td>For joint marketing with other financial companies</td> <td></td> <td></td> </tr> <tr> <td>For our affiliates’ everyday business purposes - information about your transactions and experiences</td> <td>No</td> <td>We don’t share</td> </tr> <tr> <td>For our affiliates’ everyday business purposes - information about your creditworthiness</td> <td>No</td> <td>We don’t share</td> </tr> <tr> <td>For nonaffiliates to market to you</td> <td>No</td> <td>We don’t share</td> </tr> </table> Call toll-free 1-877-55CRB55 or go to www.crossriverbank.com How does Cross River Bank protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We also maintain other physical, electronic and procedural safeguards to protect this information and we limit access to information to those employees for whom access is appropriate. How does Cross River Bank collect my personal information? We collect your personal information for example, when: • Open an account • Apply for a loan • Make deposits or withdraws from your account or provide employment information • Provide your contact information We also collect your personal information from others, such as credit bureaus, affiliates or other companies. Why can't I limit all sharing? Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes-information about your creditworthiness • affiliates’ using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. • Cross River Bank does not share with our affiliates. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Nonaffiliates we share with can include loan finance companies Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • Our joint marketing partner(s) include loan finance companies. For Alaska, Illinois, Maryland and North Dakota Customers. We will not share personal information with nonaffiliates either for them to market to you or for joint marketing-without your authorization. For California Customers. We will not share personal information with nonaffiliates either for them to market to you or for joint marketing-without your authorization. We will also limit our sharing of personal information about you with our affiliates to comply with all California privacy laws that apply to us. For Massachusetts, Minnesota and New Jersey Customers. We will not share personal information from deposit or share relationships with nonaffiliates either for them to market to you or for joint marketing-without your authorization. For Vermont Customers. We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Additional information concerning our privacy policies can be found at www.crossriverbank.com or call 1-877-55CRB55. WHAT DOES BLUE RIDGE BANK, N.A. DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and employment information • Account balances and transaction history • Credit history and investment experience All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Blue Ridge Bank, N.A. chooses to share; and whether you can limit this sharing. <table> <tr> <th>For our everyday business purposes- Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus</th> <th>Yes</th> <th>No</th> </tr> <tr> <th>For our marketing purposes- to offer our products and services to you</th> <th>Yes</th> <th>No</th> </tr> <tr> <th>For joint marketing with other financial companies</th> <th>No</th> <th>We don't share</th> </tr> <tr> <th>For our affiliates' everyday business purposes - information about your transactions and experiences</th> <th>Yes</th> <th>No</th> </tr> <tr> <th>For our affiliates' everyday business purposes - information about your creditworthiness</th> <th>Yes</th> <th>Yes</th> </tr> <tr> <th>For our affiliates to market to you</th> <th>Yes</th> <th>Yes</th> </tr> <tr> <th>For nonaffiliates to market to you</th> <th>No</th> <th>We don't share</th> </tr> </table> Call (888) 331-6521 to speak with a customer service representative Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. Call (888) 331-6521 or go to www.mybrb.com Who is providing this notice? Blue Ridge Bank, N.A. BRB Financial Group, Inc. How does Blue Ridge Bank, N.A. protect my personal information To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We also maintain other physical, electronic and procedural safeguards to protect this information and we limit access to information to those employees for whom access is appropriate. How does Blue Ridge Bank, N.A. collect my personal information We collect your personal information, for example, when you • Open an account or apply for a loan • Use your credit or debit card or seek advice about investments • Make deposits or withdrawals from your account We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. Why can't I limit all sharing? Federal law gives you the right to limit only • Sharing for affiliates' everyday business purposes—information about your creditworthiness • Affiliates from using your information to market to you • Sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. What happens when I limit sharing for an account I hold jointly with someone else? Your choices will apply to everyone on your account. Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies • Hammond Insurance • Exchangers LTD Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Blue Ridge Bank, N.A. does not share with nonaffiliates so they can market to you Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • Blue Ridge Bank, N.A. does not jointly market. Truth in Lending Disclosure Statement Lender: Blue Ridge Bank 17 West Main Street Luray, VA 22835 Borrower: Cecil Williams <table> <tr> <th>ANNUAL PERCENTAGE RATE</th> <th>FINANCE CHARGE</th> <th>Amount Financed</th> <th>Total of Payments</th> </tr> <tr> <td>The cost of your credit as a yearly rate.</td> <td>The dollar amount the credit will cost you.</td> <td>The amount of credit provided to you or on your behalf.</td> <td>The amount you will have paid after you have made all payments as scheduled.</td> </tr> <tr> <td>33.89%</td> <td>$9,981.26</td> <td>$16,470.00</td> <td>$26,451.26</td> </tr> </table> Your payment schedule will be: <table> <tr> <th>Number of Payments</th> <th>Amount of Payments</th> <th>When Payments are Due</th> </tr> <tr> <td>35</td> <td>$734.76</td> <td>The first Monthly Payment will be due one month after the issuance of your loan. All other Monthly Payments will be due on the same day of each following month. If your due date is the 29th, 30th or 31st and the current month is shorter, your payment will be on the last day of the month</td> </tr> <tr> <td>One Final Payment</td> <td>$734.66</td> <td>Your last payment will be due 36 months from the issuance date of your loan</td> </tr> </table> Late Charge If payment is not received in full within 15 calendar days of the payment due date, you may pay a late charge of $10. This charge is assessed only once per late payment. Prepayment If you pay off all your loan early, you will not have to pay a penalty. Security None. This loan is unsecured. Additional Information See your contract terms for any additional information about how repayment, default and repayment in full before the scheduled due dates. Itemization of the Amount Financed Principal Amount of Loan: $18,000.00 Loan Origination Fee/Prepaid Finance Charge (Paid to Lender): $1,530.00 Amount Financed (Amount Provided to You): $16,470.00 Date Generated: 03/23/2023 Borrower Agreement Last Revised: December 01, 2022 Loans made by Blue Ridge Bank, a nationally-chartered commercial bank, Member FDIC This Borrower Agreement ("Agreement") is entered into between you ("you") and Blue Ridge Bank, a nationally-chartered, FDIC-insured commercial bank ("Bank," "we," or "us"). Upgrade, Inc. (DBAs include Universal Credit and the names at www.upgrade.com/landing/dba) ("Upgrade") operates a national online consumer loan marketplace platform via its website(s) and mobile application(s), including www.upgrade.com ("Site"), through which you may request and apply for consumer installment loans from Bank. If you request a loan that is approved by us, then your loan will be governed by the terms of the Loan Agreement and Promissory Note, attached herein as Exhibit A. We reserve the right to revise the Loan Agreement and Promissory Note from time to time. The version in effect at the time of your loan request will govern the terms of your loan with us. 1. Use of the Site/Loan Applications. Under this Agreement, you may request unsecured consumer installment loans originated by Bank through the Site. By entering into this Agreement, you agree to comply with Upgrade's Terms of Use and all other rules or procedures set forth and described on the Site. By submitting a loan request or application, you agree to receive loan proceeds in the amount requested and you agree to repay timely all installments required under your Loan Agreement and Promissory Note, subject to any right to cancel you may have as described below. You understand that each loan request or application is subject to Bank's current loan underwriting criteria, which may change from time to time. If you have been approved for and/or received a new consumer loan from any lender within sixty (60) days of submitting an application through the Site, you may be ineligible for a loan through the Site at the time of application submission. You may subsequently submit a new application through the Site once you become eligible. You agree that all disputes between you and Bank, Upgrade, or any subsequent holder of your Note will be resolved through binding arbitration as described in Section 8 below, subject to your right to opt-out. You agree not to request a loan or use any loan proceeds to pay post-secondary education expenses, to buy or sell securities, or for any illegal purpose. If you are a joint applicant, you understand that both applicant's disclosures will be made available to you through Upgrade's borrower dashboard. 2. Loan Terms. If your loan is approved and funded, your loan will have a principal loan amount, fees, and interest as described on your federal Truth in Lending Act disclosure ("Truth in Lending Disclosure") and in your Loan Agreement and Promissory Note. You understand that we will provide you with an initial loan disclosure at the time of application that contains estimates based on the terms of your loan request, and that those initial estimates are subject to change prior to issuance of your loan. At the time of loan issuance, you will be provided with a final Truth in Lending Disclosure and Loan Agreement and Promissory Note, which will be deposited into your personal Upgrade account and may be accessed through your Upgrade online dashboard. All loans obtained through the Site will be funded by the standard Automated Clearing House method ("ACH"), and loan proceeds may take up to four (4) business days to post to your bank account. If your loan is subject to an origination fee, the fee will be deducted from your loan proceeds at the time of origination. Origination fees will not be refunded in any instance. Origination fees are included in the total loan amount, which accrues interest over the life of the loan. 3. Authorization to Obtain Your Credit Report. By entering into this Agreement and requesting a loan, you authorize Upgrade and Bank, and their agents, servicers, and assigns to obtain your credit report from one or more consumer reporting agencies, such as TransUnion, Experian, or Equifax. You acknowledge that Bank and Upgrade may use the credit report for any purpose permitted by law, including: (i) to authenticate your identity; (ii) to make credit decisions; (iii) to determine your current debt-to-income ratio; and (iv) to obtain your credit score. By proceeding with your loan application, you authorize us to contact third-parties to verify the information in your credit report without further notice to you. 4. Limited Power of Attorney. You hereby grant Upgrade a limited power of attorney and appoint Upgrade and its designees as your true and lawful Attorney-in-Fact and agent, with full power of delegation, substitution, and re-substitution, for you and in your name, place, and stead, in all capacities, to complete and execute the Loan Agreement and Promissory Note in the form attached herein as Exhibit A, but which incorporates the final accepted terms as indicated on the final Truth in Lending Disclosure deposited into your Upgrade account prior to loan funding. You further authorize Upgrade to perform each and every act necessary to be done in connection with executing your Loan Agreement and Promissory Note as you might or could do in person, and to approve, execute, and deliver the provision of any instruments, documents, agreements, powers of attorney, and certificates related to the Loan Agreement and Promissory Note and perform each and every action required, including but not limited to any legal or binding assignment of the Loan Agreement and Promissory Note. This Power of Attorney is limited to the purpose described above and will expire automatically upon the termination of this Agreement. You may revoke this Power of Attorney by emailing [email protected] or calling 1(855) 997-3100 and closing your Upgrade account. However, if your loan request or application has been approved, you must revoke this Power of Attorney prior to the loan proceeds being transferred to your bank account. Once the Loan Agreement and Promissory Note is signed by Upgrade as your Attorney-in-Fact on your behalf, it is deemed executed and is thereafter your binding obligation. If you chose to revoke this Power of Attorney prior to execution of a Loan Agreement and Promissory Note, we will be unable to proceed with your loan request or application and your request or application will be considered withdrawn. 5. Military Lending Act. Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependents may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: the costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fees charged (other than certain participation fees for a credit card account). Your payment obligation is shown on the Truth in Lending Disclosure. Please call 1(855) 511-7676 toll free to have this disclosure provided to you orally. If you are a member of the Armed Forces or a dependent, certain terms of this Agreement prohibited under the Military Lending Act including the Arbitration Agreement contained in Section 8 of this Agreement, will not apply to you. 6. Loan Servicing. You acknowledge that all loans obtained through the Upgrade platform will be serviced by Upgrade. You also agree that Upgrade may delegate the servicing of your loan to a third party in its sole discretion without prior consent or notice. 7. TCPA Consent. By providing us with your mobile telephone number, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes arising out of your relationship with us, your use of Upgrade's Site, or any agreement you have entered into with Upgrade or us. You agree we may contact you in any way including SMS text messages, calls using prerecorded messages or artificial voice, and calls and messages delivered using an automated telephone dialing system or an automated texting system. You understand that automated messages may be played when the telephone is answered, whether by you or someone else. You also agree that representatives may leave you messages on your answering machine, voice mail, or via text if you don't answer. Standard calling and text messaging rates will apply, based on your cellular telephone carrier and service plan. During our online application process, you may be asked to provide your prior express written consent to receive prerecorded calls and texts to your mobile device for marketing purposes. We will not use autodialed or prerecorded calls or texts to contact you for marketing purposes unless you provide us with that prior express written consent. You understand that you do not have to consent to receive any autodialed or prerecorded calls or texts to your mobile phone number in order to use or enjoy our services and products. If you have already provided your consent, you may withdraw your consent to receive autodialed or prerecorded calls or texts to your mobile phone number by contacting Upgrade by email at [email protected] or by calling Upgrade customer support at 1-(855) 997-3100. 8. Arbitration Agreement. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW. a. The parties to this Agreement agree that either you or Bank or its service provider Upgrade (or any subsequent assigns of the foregoing), may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section (the “Arbitration Provision”), unless you opt out as provided in paragraph (b) below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and Bank or Upgrade and/or any assign of Bank or Upgrade (or persons claiming through or connected with Bank or Upgrade and/or any assign of Bank or Upgrade), on the other hand, relating to or arising out of this Agreement and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of paragraph (f) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. b. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to Blue Ridge Bank, c/o Upgrade, Inc., 275 Battery Street, 23rd Floor, San Francisco, CA 94111, Attention: Legal Department, only if received at the specified address within 30 days of the date of your electronic acceptance of the terms of this Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send the opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt-out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf. c. The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. d. If Bank or Upgrade (or any assign of Bank or Upgrade) elects arbitration, Bank or Upgrade (or the assign, as the case may be) shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. Bank or Upgrade (or the assign, as the case may be) shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that Bank or Upgrade (or the assign) pay them and Bank or Upgrade agrees (or the assignee agrees) to do so. Each party to the arbitration shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein. e. Within 30 days of a final award by the arbitrator, any party to the arbitration may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”), and may be entered as a judgment in any court of competent jurisdiction. f. We agree not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this paragraph (f) and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this paragraph (f) shall be determined exclusively by a court and not by the administrator or any arbitrator. g. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information. h. This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties and/or assignee; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any loan or this Agreement to any other person or entity. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in paragraph (f) are finally adjudicated pursuant to the last sentence of paragraph (f) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision. THE PARTIES ACKNOWLEDGE THAT THEY MAY HAVE A STATUTORY CLAIM AGAINST THIS AGREEMENT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO Litigate SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY. i. EXCEPTION: Active duty military service members and their dependents are exempt from arbitration requirements provided for by the Military Lending Act. 9. Assignment. You may not assign or transfer your obligations under this Agreement without our prior written consent. We may assign or transfer all or a portion of this Agreement and the related documents to a third party or an affiliate. Our rights under this Agreement shall inure to the benefit of our successors and assigns and your obligations under this Agreement shall be binding upon your heirs, personal representatives and permitted assigns. 10. Termination. We may terminate this Agreement in our sole discretion, with or without cause, by providing you with notice of the termination. If we determine that you have committed fraud, made a material misrepresentation, or otherwise failed to abide by the terms of any Agreement you have entered into with us, including the Upgrade Terms of Use, we may, in our sole discretion, terminate this Agreement and disable your Upgrade account. All loans outstanding at the time of termination shall remain in full force and effect until paid in full, regardless of the termination of this Agreement. 11. Entire Agreement. This Agreement together with the Upgrade Terms of Use represents the entire agreement between you and Bank regarding your use of the Upgrade platform to request loans from the bank, and supersedes all prior and contemporaneous communications, whether written or oral, between you and Bank with regard to your use of the Upgrade platform. 12. Electronic Transactions and Disclosures. This Agreement includes your express consent to electronic transactions and disclosures, which consent is contained in the document titled "Consent to Conduct Business Electronically," the terms of which are expressly incorporated herein in their entirety. 13. Notices. You consent to receive all notices and communications required in connection with this Agreement by email to the email address you registered with us when you created your Upgrade account. Delivery of such notices and communications shall be deemed to be made upon transmission. By registering an email address with Upgrade, you acknowledge that you have ownership and control over the email account associated with that address and you understand that we may send personal, private, confidential communications, including but not limited to collections-related communications, to you at that address. If your email address or any other contact information changes, you acknowledge that you must update your registered email address through the Upgrade Site, contact Upgrade at [email protected] or call 1-(855) 326-4357 to update your contact information. 14. No Warranties. UNLESS SPECIFICALLY PROHIBITED BY APPLICABLE LAW, WE MAKE NO WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADDITIONALLY, WE MAKE NO CLAIM OR GUARANTEE AS TO THE ACCURACY OF ANY INFORMATION PROVIDED OR SITE CONTENT. THIS WARRANTY DISCLAIMER IS NOT APPLICABLE TO RESIDENTS OF KANSAS OR WISCONSIN. 15. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE EFFECT THAT THIS AGREEMENT MAY HAVE UPON YOUR FOREIGN, FEDERAL, STATE, OR LOCAL TAX LIABILITY. 16. Choice of Law. Unless expressly provided otherwise in this Agreement, this Agreement shall be governed by federal law and, to the extent not preempted by federal law, the laws of the State of Virginia without regard to any conflict of laws provision. 17. Registration of Loan Owners. If you receive a loan through the Site, you appoint Upgrade, Inc. as your authorized agent (in such capacity, the “Loan Registrar”) to maintain a book-entry system 18. Miscellaneous. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. Upgrade is not a party to this Agreement, but you agree that Upgrade is a third-party beneficiary and is entitled to rely on the provisions of this Agreement, including without limitation your representations, covenants, and agreements herein. The parties agree that there are no third-party beneficiaries other than Upgrade. 19. State Law Notice and Disclosure: IOWA RESIDENTS: This Agreement shall be governed by Iowa law, except where otherwise preempted or authorized by 12 U.S.C. §85, including that interest and interest terms including origination fees, periodic interest, late fees, and returned check fees shall be governed by 12 U.S.C. §85 and the laws of Bank’s home state. EXHIBIT A LOAN AGREEMENT AND PROMISSORY NOTE Date: _______________. ___ ("Effective Date") Borrower Name and Address: __________________ 1. PROMISE TO PAY. The parties (each, a "Party" and collectively, "Parties") to this Loan Agreement and Promissory Note ("Note" or "Agreement") are the Borrower designated above ("Borrower," "you," or "your") and Blue Ridge Bank ("Bank"). For value received, you promise to pay to the order of Bank or any subsequent holder ("we," "us," or "Lender") of this Note, the principal loan amount of $XX,XX, together with interest, fees and charges as set forth below. You promise that you will use the Loan Amount for the purpose you indicated on the loan application to us (the "Application") and not for any post-secondary student loan, to buy or sell securities, or any illegal purposes. 2. INTEREST AND PAYMENTS. a. Payment Timing and Application. Principal and interest shall be paid in equally monthly installments of $_______ as disclosed herein in the Truth in Lending Disclosure. Your first Monthly Payment will be due on ________. All other Monthly Payments will be due on the same day each following month. Subsequent Due Date ________ is the maturity date of principal, interest and fees payable and owing under this Note are due. If your Subsequent Due Date is the 29th, 30th or 31st and the current month is shorter, you will receive payment for the last day of the month. Payments or prepayments will be applied first to accrued interest, then to unpaid principal, then to our fees, then to costs and expenses payable to us under this Note including any costs or expenses that we incurred related to enforcement of this Note as further described in Section 5 ("Remedies") below. b. Accrual. Interest on your loan will accrue and be calculated on a 365 day year basis for each full month and each partial month based on the Interest Rate disclosed below applied to the unpaid Loan Amount for the actual number of days your loan is outstanding for such full or partial month. Interest will start accruing on the Loan Amount on the first calendar day following the Effective Date and will continue to accrue until all amounts owed under this Note are paid in full. The Finance Charge and Total of Payments listed on the Truth in Lending Disclosures are estimates based upon the assumption that all Monthly Payments will be made on time. If Monthly Payments are made before or after the applicable due dates, the actual amount of Finance Charge and Total of Payments may be less or more than that what appears in the Truth In Lending Disclosure. c. Interest Rate. This Loan bears interest during each calendar month beginning on the Effective Date until paid in full at a rate of XX.XX% per year. d. Maturity. When your loan matures, you agree to pay in full any unpaid amounts payable under this Note, However, interest continues to accrue on the Loan Amount until you pay in full, even if your loan has matured. e. Payment Method. Payment may be made by check or electronic funds transfer. Payment by check may be made by sending a personal check: (1) by standard US Mail to: Upgrade, Inc., Lbx#452210, P.O. Box 52210, Phoenix, AZ 85072-2210, or (2) by courier (FedEx, UPS, etc.) to: Upgrade, Inc., Attn: Batching Dept. lbox#452210, 530 W Alameda Dr., Suite 105. Tempe, AZ 85282. We may change these addresses from time to time, and we will notify you of the new address for payments. f. Electronic Check Conversion. If you present a check for payment, you authorize us: (1) to use the information from your check to make an electronic funds transfer from your account; or (2) to process the transaction as a check. Please note, if we elect to use your check for an electronic funds transfer, funds may be withdrawn from your account as soon as the same day your check is received and you may not receive the check back from your financial institution. g. Prepayment. You may make additional payments to prepay your loan in whole or in part at any time without penalty. Prepayments will not change your Monthly Payment, or your obligation to make scheduled Monthly Payments on each Subsequent Payment Date but your final payment amount may be smaller than the payment amount shown in the Truth in Lending Disclosure or you may reduce the total number of Monthly Payments required to repay your loan as shown in the Truth in Lending Disclosure. 3. FEES. We will also charge you and you agree to pay the following fees to the extent permitted by applicable law. a. Insufficient Funds/Returned Payment Fee. You will be charged a non-refundable fee of ten dollars ($10) for each failed electronic or check payment attempt. Your bank may assess its own fee in addition to the fee we assess. b. Late Payment Fee. If a payment is more than fifteen (15) days late, we will charge you a nonrefundable late fee of ten dollars ($10.00). c. Loan Origination Fee. We will deduct a loan origination fee in the amount shown in the Truth in Lending Disclosure from the Principal Amount of Loan as shown in the Itemization of the Amount Financed contained in the Truth in Lending Disclosure. d. Debit Card Fee. You are not required to make payments by use of a debit card. If the option is offered and you do use a debit card to make a payment of any kind, a third-party payment processor may charge you a service fee, which will be disclosed to you prior to your use of the service. Payment by debit card is optional and not a condition of obtaining a loan with us. Fees for this optional service are neither charged nor collected by Bank or Upgrade, Inc. ("Upgrade"). 4. DEFAULT. Unless expressly provided otherwise in this Note, you will be in default under this Note if: a. you fail to make any payment under this Note on the date such payment is due; b. you fail to perform any of your obligations under this Note and you fail to cure such failure to perform to our reasonable satisfaction within thirty (30) days after receiving notice from us of your failure to perform; c. any representation made by you in, or in connection with your Application or this Note is false in any material respect when made; d. any of the following occurs (each a "Bankruptcy Event"): (1) you make an application for the appointment of a receiver, trustee or custodian or a receiver, trustee or custodian is appointed for you or a majority of your assets; (2) you initiate or consent to any legal proceedings under the Bankruptcy Code, or equivalent law providing for the relief of debtors; (3) you make an assignment for the benefit of creditors; or (4) you have a petition in bankruptcy or similar relief of debtors filed against you, which is not withdrawn or discharged within thirty (30) days of being filing. e. you die. 5. REMEDIES. Our remedies if you default on this Note include the following (to the fullest extent permitted by law): a. General. In the event that you are in default under this Note, we may: (1) declare our loan to you immediately due and payable, except that your loan will become immediately due and payable to us under a Bankruptcy Event, regardless of whether or not we take any action; and (2) pursue any other remedies available to us under applicable law. b. Loan Acceleration. If your loan is immediately due and payable, you must promptly pay in full the unpaid principal amount of the loan, all accrued interest, and any other amounts and fees payable under this Note. c. Cost Reimbursement; Application of Proceeds. You agree to promptly reimburse us, with interest, for all costs and expenses incurred in exercising our remedies related to this Note, including reasonable attorneys' fees and the costs of collection after default, to the extent permitted by applicable law. Our rights under this Note are cumulative and we may exercise these rights at any time if you default. In the event that we exercise any of our rights or remedies under this Note, you will continue to be in default until such time that you pay to us all amounts due to us and you have cured any and all defaults. Our failure to take any action or delay taking any action related to your default, does not waive, or imply a waiver of, any of our rights under this Note. 6. TERMINATION. This Note will terminate after you have paid in full all amounts payable by you under this Note. The terms of this Note that would, by their express nature, survive the termination of this Note (including the provisions under "Governing Law and Miscellaneous, Arbitration Agreement," "Notices and Other Information," "Limitation of Liability" and "Termination") will survive and be enforceable under this Note. 7. NOTICES AND OTHER INFORMATION. You consent to receive through electronic delivery, either via electronic mail at your registered email address or delivery to your online account, of all notices, records, disclosures and other information related to this Note ("Electronic Records") as further provided in the E-Sign Disclosure and Consent to Electronic Receipt of Loan Disclosures provided to you at the time of your Application. We may in our discretion deliver certain records to you in paper form to your last postal service mailing address of record. You must advise us immediately of any changes or updates to, inactivity of or operational problems with your registered email address. You agree that the federal Electronic Signatures in Global and National Commerce Act apply to this Note and our ability to conduct business with you by electronic means. All provisions of any Electronic Records are binding on you just as if they were delivered in paper to one of the addresses listed on the Truth in Lending Disclosure. As described when you provided your phone number in the Application, we may contact you at any phone number you provide. When you give us your mobile phone number, we have your consent to contact you at that number about your loan. Your consent allows us to use text messaging, automatic dialing technology and artificial or prerecorded voice messages for informational and loan service calls, but not for sales or telemarketing calls. It may include contact from companies working on our behalf to service your loan. Message and data rates may apply. You may contact us at any time to change these preferences. 8. WAIVERS. To the fullest extent permitted by applicable law, no extension of time for payment of any part of the amount due under this Note, and no alteration, amendment or waiver of any provision of this Note shall release, modify, amend, waive, extend, change, discharge, terminate or affect your unconditional liability, and that at any other person or party who may become liable for the payment of all or part of the amount due under this Note. 9. CREDIT REPORTS AND MONITORING. We may obtain credit reports on you on an ongoing basis until this Loan is paid in full. We may report information concerning your performance under this Note to credit reporting agencies. Late payments, missed payments or other defaults on this Note may be reflected in your credit report. If you believe we inaccurately reported information about you or this Note to a credit reporting agency, call (855) 997-3100, write to us at 275 Battery Street, 23rd Floor, San Francisco, CA 94111, Attention: Disputes Department, or send an email to us at [email protected]. You will need to provide the date of your loan along with copy of your credit bureau report reflecting the information that you believe is inaccurate. 10. ASSIGNMENT. You may not assign or transfer your rights or obligations under this Note without our prior written consent. We may assign or transfer all or a portion of this Note and the related documents to a third party or an affiliate. Our rights under this Note shall inure to the benefit of our successors and assigns and your obligations under this Note shall remain binding upon your heirs, personal representatives and permitted assigns. 11. LIMITATION OF LIABILITY. OUR LIABILITY TO YOU UNDER THIS NOTE, IF ANY, SHALL BE LIMITED TO THE AMOUNT OF ANY ACTUAL DAMAGES WHICH YOU CAN PROVE YOU SUFFERED AS A RESULT THEREOF. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES. 12. GOVERNING LAW AND MISCELLANEOUS. Unless expressly provided otherwise in this Note, federal laws, rules of the state of California, where applicable, govern this Note. If any provision of this Note cannot be enforced, the rest of the provisions of this Note will stay in effect. No amendment of this Note will be valid unless in writing and signed by both us and you. This Note represents the entire agreement between you and us regarding your loan. 13. ARBITRATION AGREEMENT. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW. a. The parties to this Agreement agree that either you or Bank or its service provider Upgrade (or any subsequent assigns of the foregoing), may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section (the "Arbitration Provision"), unless you opt out as provided in paragraph (b) below. As used in this Arbitration Provision, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and Bank or Upgrade and/or any assign of Bank or Upgrade (or persons claiming through or connected with Bank or Upgrade and/or any assign of Bank or Upgrade), on the other hand, relating to or arising out of this Agreement and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of paragraph (f) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. b. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to Blue Ridge Bank, c/o Upgrade, Inc., 275 Battery Street, 23rd Floor, San Francisco, CA 94111, Attention: Legal Department, only if received at the specified address within 30 days of the date of your electronic acceptance of the terms of this Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send the opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt-out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf. c. The party initiating arbitration shall do so with the American Arbitration Association ("AAA") or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. d. If Bank or Upgrade (or any assign of Bank or Upgrade) elects arbitration, Bank or Upgrade (or the assign, as the case may be) shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. Bank or Upgrade (or the assign, as the case may be) shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that Bank or Upgrade (or the assign) pay them and Bank or Upgrade agrees (or the assign agrees) to do so. Each party to the arbitration shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein. e. Within 30 days of a final award by the arbitrator, any party to the arbitration may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. If the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the "FAA"), and may be entered as a judgment in any court of competent jurisdiction. f. We agree not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this paragraph (f) and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this paragraph (f) shall be determined exclusively by a court and not by the administrator or any arbitrator. g. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information. h. This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties and/or assignee; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any loan or this Agreement to any other person or entity. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in paragraph (f) are finally adjudicated pursuant to the last sentence of paragraph (f) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision. THE PARTIES ACKNOWLEDGE THAT THEY MAY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY. i. EXCEPTION: Active duty military servicemembers and their dependents are exempt from arbitration to the extent provided for in the Military Lending Act. 14. REGISTRATION OF LOAN OWNERS. You appoint Upgrade, Inc. as your authorized agent (in such capacity, the "Loan Registrar") to maintain a book-entry system (the "Register") for recording the owner of this Loan (the "Loan Owners"). The person or persons identified as the Loan Owners in the Register shall be deemed to be the owner(s) of this Loan for purposes of receiving payment of principal and interest on such Loan and for all other purposes. You acknowledge that the Loan Registrar maintains the only authoritative copy of this Loan. With respect to any transfer by a Loan Owner of its beneficial interest in this Loan, the right to payment of principal and interest on this Loan shall not be effective until the transfer is recorded in the Register. 15. MILITARY LENDING ACT DISCLOSURE. Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: the costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fees charged (other than certain participation fees for a credit card account). (1) To obtain an oral statement regarding the Military Annual Percentage Rate and a description of the payment obligation, Covered Borrowers may call the following toll-free phone number: (855) 511-7676. (2) A "Covered Borrower" is a consumer who, at the time of Application, qualified as a are a “covered borrower” under the Military Lending Act, as defined in at 32 CFR § 232.3(g). Notwithstanding any other provision of this Agreement, if you are a “Covered Borrower”, then nothing in this Agreement shall be construed as applying to you to the extent inconsistent with the Military Lending Act, including without limitation any interest, fees, or limitations on your rights that would not be consistent with the Military Lending Act. Without limiting the forgoing, if you are a “Covered Borrower”, then Section 11 (Limitation of Liability) and Section 13 (Arbitration Agreement) do not apply to you. 16. ELECTRONIC TRANSACTIONS. THIS NOTE INCLUDES YOUR EXPRESS CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH IN THE SEPARATE DOCUMENT TITLED, "ESIGN ACT CONSENT," THE TERMS OF WHICH ARE EXPRESSLY INCORPORATED HEREIN IN THEIR ENTIRETY. 17. STATE LAW NOTICES AND DISCLOSURES ALABAMA RESIDENTS: CAUTION — IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE YOU SIGN IT. CALIFORNIA RESIDENTS: A married applicant may apply for a separate account. If Lender takes any adverse action as defined by Section 1785.3 of the California Civil Code and the adverse action is based, in whole or in part, on any information contained in a consumer credit report, Borrower has the right to obtain within 60 days a free copy of Borrower's consumer credit report from the consumer reporting agency who furnished the consumer credit report and from any other consumer credit reporting agency that complies and maintains files on consumers on a nationwide basis. CALIFORNIA and NEW YORK RESIDENTS: We may report information about your account to credit bureaus. Late payments, missed payments or other defaults on your account may be included your credit report. CALIFORNIA and UTAH RESIDENTS: You are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations. FLORIDA RESIDENTS: Florida documentary stamp tax required by law has been paid and will be paid directly to the Department of Revenue. Certificate of Registration No. 78-8018550901-8. IOWA RESIDENTS: This is a Consumer Credit Transaction notwithstanding anything to the contrary in this Note: • Default: You will be in default under this Note if, as giving you notice, as required by law, regardless of your failure to perform and any right to cure: o you fail to cure such failure to perform to our satisfaction within 30 days after receipt of notice from us of your failure to perform; o you fail to make any payment under this Note within 30 days of the date the payment is due; or o you fail to observe any other requirement of this Note, breach of which materially impairs the condition, value or protection of or our right in any collateral securing the transaction, or materially impairs your prospect to pay amounts due. • Cost Reimbursement; Application of Proceeds. You agree to promptly reimburse us, with interest, for all costs and expenses incurred in exercising our remedies related to this Note (excluding reasonable attorneys' fees) and the costs of collection after default, to the extent permitted by applicable law. Our rights under this Note are cumulative and we may exercise these rights at any time if you default. • Governing Law and Miscellaneous: This Note shall be governed by Iowa law, except where otherwise preempted or authorized by 12 U.S.C. §85, including that interest and interest terms including origination fees, periodic interest, late fees, and returned check fees shall be governed by 12 U.S.C. §85 and the laws of Bank’s home state. If any provision of this Note cannot be enforced, the rest of the provisions of this Note will stay in effect. No amendment of this Note will be valid unless in writing and signed by both us and you. This Note represents the entire agreement between you and us regarding your loan. IMPORTANT: READ BEFORE SIGNING. The terms of this agreement should be read carefully because only those terms in writing are enforceable. No other terms or oral promises not contained in this written contract may be legally enforced. You may change the terms of this agreement only by another written agreement. NOTICE TO CONSUMER: 1. Do not sign this paper before you read it. 2. You are entitled to a copy of this paper. 3. You may prepay the unpaid balance at any time without penalty and may be entitled to receive a refund of unearned charges in accordance with law. KANSAS RESIDENTS: NOTICE TO CONSUMER: 1. Do not sign this agreement before you read it. 2. You are entitled to a copy of this agreement. 3. You may prepay the unpaid balance at any time without penalty. MAINE, NEW YORK and VERMONT RESIDENTS: A consumer credit report may be requested in connection with your application or in connection with updates, renewals or extensions of any credit granted as a result of your application. Upon your request, you will be informed whether or not such a report was requested and, if so, the name and address of the agency that furnished the report. MASSACHUSETTS RESIDENTS: Massachusetts law prohibits discrimination based upon marital status or sexual orientation. MISSOURI AND NEBRASKA RESIDENTS: YOU MAY PREPAY YOUR LOAN IN WHOLE OR IN PART AT ANY TIME. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. NEW HAMPSHIRE RESIDENTS: If we refer this Agreement to an attorney for collection, you agree to pay our reasonable attorneys’ fees. However, if you prevail in (1) any action, suit, or proceeding we bring, or (2) an action brought by you in connection with this Agreement, or (3) if you successfully assert a partial defense or setoff, recoupment, or counterclaim to an action brought by us, the court may withhold from us the entire amount or such portion of the attorneys’ fees as the court considers equitable. NEW JERSEY: The section headings of the Agreement are a table of contents and not contract terms. Portions of this Agreement with references to actions taken to the extent of applicable law apply to acts or practices that New Jersey law permits or requires. In this Agreement, acts or practices (i) by you which are or may be permitted by "applicable law" are permitted by New Jersey law, and (ii) that may or will be taken by you unless prohibited by "applicable law" are permitted by New Jersey law. OHIO RESIDENTS: Ohio anti-discrimination laws require creditors to make credit equally available to all creditworthy customers and that credit reporting agencies maintain separate credit histories on individuals upon request. The Ohio Civil Rights Commission administers these laws. SOUTH DAKOTA RESIDENTS: If there are improprieties in making the loan or loan practices, please contact the SD Division of Banking: South Dakota Division of Banking 1714 Lincoln Ave, Suite 2 Pierre, SD 57501 (605) 773-3421. TEXAS RESIDENTS: You agree to give up (waive) your common law rights to receive notice of intent to accelerate and notice of acceleration. This means that you give up the right to receive notice that we intend to demand that you pay all that you owe on this Note at once (accelerate) and notice that we have accelerated. This written loan agreement represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. LOAN AGREEMENT AND PROMISSORY NOTE DATE: March 29, 2023 ("Effective Date") Borrower Name and Address: CECIL WILLIAMS, [REDACTED] 1. PROMISE TO PAY. The parties (each, a "Party" and collectively, "Parties") to this Loan Agreement and Promissory Note ("Note" or "Agreement") are the Borrower designated above ("Borrower," "you," or "your") and Blue Ridge Bank ("Bank"). For value received, you promise to pay to the order of Bank or any subsequent holder ("we," "us," or "Lender") of this Note, the principal loan amount of $18,000.00, together with interest, fees and charges as set forth below. You promise that you will use the Loan Amount for the purpose you indicated on the loan application to us (the "Application") and not for any post-secondary student loan, to buy or sell securities, or any illegal purposes. 2. INTEREST AND PAYMENTS. a. Payment Timing and Application. Principal and interest shall be paid in 36 monthly installments of $734.76 as discussed herein and the Truth in Lending Disclosure. Your first Monthly Payment will be due on 04/29/2023. All other Monthly Payments will be due on the same day of each following month ("Subsequent Due Date") until 03/29/2026, when all principal, interest and fees payable and owing under this Note are due. If your Subsequent Due Date is the 29th, 30th or 31st and the current month is shorter, your payment will be on the last day of the month. All payments or prepayments will be applied first to accrued interest, then to unpaid principal, then to our fees, then to costs and expenses payable to us under this Note, including any costs or expenses that we incur related to enforcement of this Note as further described in Section 5 ("Remedies") below. b. Accrual. Interest on your loan will accrue and be calculated on a 365 day year basis for each full month and each partial month based on the Interest Rate disclosed below applied to the unpaid Loan Amount for the actual number of days your loan is outstanding for such full or partial month. Interest will start accruing on the Loan Amount on the first calendar day following the Effective Date and will continue to accrue until all amounts owed under this Note are paid in full. The Finance Charge and Total of Payments listed on the Truth in Lending Disclosures are estimates based upon the assumption that all Monthly Payments will be made on time. If Monthly Payments are made before or after the applicable due dates, the actual amount of Finance Charge and Total of Payments may be less or more than that what appears in the Truth in Lending Disclosure. c. Interest Rate. This Loan bears interest during each calendar month beginning on the Effective Date until paid in full at a rate of 10.9% per year. d. Maturity. When your loan matures, you agree to pay fully any unpaid amounts payable under this Note. However, interest continues to accrue if the Loan Amount is not repaid in full, even if your loan has matured. e. Payment Method. Payments may be made by check or electronic funds transfer. Payment by check may be made by sending a personal check: (1) by standard US Mail to: Upgrade, Inc., Lbx#452210, P.O. Box 52210, Phoenix, AZ 85072-2210, or (2) by courier (FedEx, UPS, etc.) to: Upgrade, Inc., Attn: Batching Dept. Ibx#452210, 530 W Alameda Dr., Suite 105, Tempe, AZ 85282. We may change these addresses from time to time, and we will notify you of the new address for payments. f. Electronic Check Conversion. If you present a check for payment, you authorize us: (1) to use the information from your check to make an electronic funds transfer from your account; or (2) to process the transaction as a check. Please note, if we elect to use your check for an electronic funds transfer, funds may be withdrawn from your account as soon as the same day your check is received and you may not receive the check back from your financial institution. g. Prepayment. You may make additional payments to prepay your loan in whole or in part at any time without penalty. Prepayments will not change your Monthly Payment, or your obligation to make scheduled Monthly Payments on each Subsequent Payment Date but your final payment amount may be smaller than the payment amount shown in the Truth in Lending Disclosure or you may reduce the total number of Monthly Payments required to repay your loan as shown in the Truth in Lending Disclosure. 3. FEES. We will also charge you and you agree to pay the following fees to the extent permitted by applicable law. a. Insufficient Funds/Returned Payment Fee. You will be charged a non-refundable fee of ten dollars ($10) for each failed electronic or check payment attempt. Your bank may assess its own fee in addition to the fee we assess. b. Late Payment Fee. If a payment is more than fifteen (15) days late, we will charge you a nonrefundable late fee of ten dollars ($10.00). c. Loan Origination Fee. We will deduct a loan origination fee in the amount shown in the Truth in Lending Disclosure from the Principal Amount of Loan as shown in the Itemization of the Amount Financed contained in the Truth in Lending Disclosure. d. Debit Card Fee. You are not required to make payments by use of a debit card. If the option is offered and you do use a debit card to make a payment of any kind, a third-party payment processor may charge you a service fee, which will be disclosed to you prior to your use of the service. Payment by debit card is optional and not a condition of obtaining a loan with us. Fees for this optional service are neither charged nor collected by Bank or Upgrade, Inc. ("Upgrade"). 4. DEFAULT. Unless expressly provided otherwise in this Note, you will be in default under this Note if: a. you fail to make any payment under this Note on the date such payment is due; b. you fail to perform any of your obligations under this Note and you fail to cure such failure to perform to our reasonable satisfaction within thirty (30) days after receiving notice from us of your failure to perform; c. any representation made by you in, or in connection with your Application or this Note is false in any material respect when made; d. any of the following occurs (each a "Bankruptcy Event"): (1) you make an application for the appointment of a receiver, trustee or custodian or a receiver, trustee or custodian is appointed for you or a majority of your assets; (2) you initiate or consent to any legal proceedings under the Bankruptcy Code, or equivalent law providing for the relief of debtors; (3) you make an assignment for the benefit of creditors; or (4) you have a petition in bankruptcy or similar relief of debtors filed against you, which is not withdrawn or discharged within thirty (30) days of being filing. e. you die. 5. REMEDIES. Our remedies if you default on this Note include the following (to the fullest extent permitted by law): a. General. In the event that you are in default under this Note, we may: (1) declare our loan to you immediately due and payable, except that your loan will become immediately due and payable to us under a Bankruptcy Event, regardless of whether or not we take any action; and (2) pursue any other remedies available to us under applicable law. b. Loan Acceleration. If your loan is immediately due and payable, you must promptly pay in full the unpaid principal amount of the loan, all accrued interest, and any other amounts and fees payable under this Note. c. Cost Reimbursement: Application of Proceeds. You agree to promptly reimburse us, with interest, for all costs and expenses incurred in exercising our remedies related to this Note, including reasonable attorneys’ fees and the costs of collection after default, to the extent permitted by applicable law. Our rights under this Note are cumulative and we may exercise these rights at any time if you default. In the event that we exercise any of our rights or remedies under this Note, you will continue to be in default until such time that we receive all amounts owed and pay in full any and all deficiencies. Our failure to take any action or delay taking any action related to your default, does not waive or imply a waiver of, any of our rights under this Note. 6. TERMINATION. This Note will terminate after you have paid in full all amounts payable by you under this Note. The terms of this Note that would by their express nature survive the termination of this Note (including the provisions under “Governing Law and Miscellaneous, Arbitration Agreement," “Notices and Other Information,” “Limitation of Liability” and “Termination”) will survive and be enforceable under this Note. 7. NOTICES AND OTHER INFORMATION. You consent to receive through electronic delivery, either via electronic mail at your registered email address or delivery to your online account, of all notices, records, disclosures and other information related to this Note (“Electronic Records”) as further provided in the E-Sign Disclosure and Consent to Electronic Receipt of Loan Disclosures provided to you at the time of your Application. We may in our discretion deliver certain records to you in paper form to your last postal service mailing address of record. You must advise us immediately of any changes or updates to, inactivity of or operational problems with your registered email address. You agree that the federal Electronic Signatures in Global and National Commerce Act apply to this Note and our ability to conduct business with you by electronic means. All provisions of any Electronic Records are binding on you just as if they were delivered in paper to one of the addresses listed on the Truth in Lending Disclosure. As described when you provided your phone number in the Application, we may contact you at any phone number you provide. When you give us your mobile phone number, we have your consent to contact you at that number about your loan. Your consent allows us to use text messaging, automatic dialing technology and artificial or prerecorded voice messages for informational and loan service calls, but not for sales or telemarketing calls. It may include contact from companies working on our behalf to service your loan. Message and data rates may apply. You may contact us at any time to change these preferences. 8. WAIVERS. To the fullest extent permitted by applicable law, no extension of time for payment of any part of the amount due under this Note, and no alteration, amendment or waiver of any provision of this Note shall release, modify, amend, waive, extend, change, discharge, terminate or affect your unconditional liability, and that at any other person or party who may become liable for the payment of all or part of the amount due under this Note. 9. CREDIT REPORTS AND MONITORING. We may obtain credit reports on you on an ongoing basis until this Loan is paid in full. We may report information concerning your performance under this Note to credit reporting agencies. Late payments, missed payments or other defaults on this Note may be reflected in your credit report. If you believe we inaccurately reported information about you or this Note to a credit reporting agency, call (855) 997-3100, write to us at 275 Battery Street, 23rd Floor, San Francisco, CA 94111, Attention: Disputes Department, or send an email to us at [email protected]. You will need to provide the date of your loan along with copy of your credit bureau report reflecting the information that you believe is inaccurate. 10. ASSIGNMENT. You may not assign or transfer your rights or obligations under this Note without our prior written consent. We may assign or transfer all or a portion of this Note and the related documents to a third party or an affiliate. Our rights under this Note shall inure to the benefit of our successors and assigns and your obligations under this Note shall be binding upon your heirs, personal representatives and permitted assigns. 11. LIMITATION OF LIABILITY. OUR LIABILITY TO YOU UNDER THIS NOTE, IF ANY, SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY. YOU AGREE THAT IN NO EVENT SHALL WE BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES. 12. GOVERNING LAW AND MISCELLANEOUS. Unless expressly provided otherwise in this Note, federal law and the laws of the state of Virginia, as applicable, govern this Note. If any provision of this Note cannot be enforced, the rest of the provisions of this Note will stay in effect. No amendment of this Note will be valid unless in writing and signed by both us and you. This Note represents the entire agreement between you and us regarding your loan. 13. ARBITRATION AGREEMENT. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW. a. The parties to this Agreement agree that either you or Bank or its service provider Upgrade (or any subsequent assign of the foregoing), may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section (the "Arbitration Provision"), unless you opt out as provided in paragraph (b) below. As used in this Arbitration Provision, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and Bank or Upgrade and/or any assign of Bank or Upgrade (or persons claiming through or connected with Bank or Upgrade and/or any assign of Bank or Upgrade), on the other hand, relating to or arising out of this Agreement and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of paragraph (f) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. b. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to Blue Ridge Bank, c/o Upgrade Inc., 275 Bay St., Ste. 23rd Floor, San Francisco, CA 94111. Mention: Legal Department. You must send the specified address within 30 days of the date of your electronic acceptance of the terms of this Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the agreement to which it applies by providing your name, address, and social security number and be signed by you. You may send the opt-out notice in any manner you see fit as long as it is received at the specified address during specified time. No other method can be used to opt-out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf. c. The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. d. If Bank or Upgrade (or any assign of Bank or Upgrade) elects arbitration, Bank or Upgrade (or the assign, as the case may be) shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. Bank or Upgrade (or the assign, as the case may be) shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that Bank or Upgrade (or the assign) pay them and Bank or Upgrade agrees (or the assign agrees) to do so. Each party to the arbitration shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein. e. Within 30 days of a final award by the arbitrator, any party to the arbitration may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the "FAA"), and may be entered as a judgment in any court of competent jurisdiction. f. We agree not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this paragraph (f) and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this paragraph (f) shall be determined exclusively by a court and not by the administrator or any arbitrator. g. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information. h. This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties and/or assignee; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any loan or this Agreement to any other person or entity. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in paragraph (f) are finally adjudicated pursuant to the last sentence of paragraph (f) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision. THE PARTIES ACKNOWLEDGE THAT THEY MAY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY. i. EXCEPTION: Active duty military servicemembers and their dependents are exempt from arbitration to the extent provided for in the Military Lending Act. 14. REGISTRATION OF LOAN OWNERS. You appoint or grade, as you authorize agent(s) in such capacity, the "Loan Register" to maintain a book entry system (the "Register") for recording the owner of this Loan (the "Loan Owners"). The person or persons identified as the Loan Owner(s) of this Register shall be deemed to be the owner(s) of this Loan for purposes of receiving payments of principal and interest on such Loan and for all other purposes. You acknowledge that the Loan register maintains the only authoritative copy of this Loan. With respect to any transfer of Loan Owner or financial interest in this Loan, the right to payment of principal and interest on this Loan shall not be effective until the transfer is recorded in the Register. 15. MILITARY LENDING ACT DISCLOSURE. Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: the costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fees charged (other than certain participation fees for a credit card account). (1) To obtain an oral statement regarding the Military Annual Percentage Rate and a description of the payment obligation, Covered Borrowers may call the following toll-free phone number: (855) 511-7676. (2) A "Covered Borrower" is a consumer who, at the time of Application, qualified as a are a “covered borrower” under the Military Lending Act, as defined in at 32 CFR § 232.3(g). Notwithstanding any other provision of this Agreement, if you are a “Covered Borrower”, then nothing in this Agreement shall be construed as applying to you to the extent inconsistent with the Military Lending Act, including without limitation any interest, fees, or limitations on your rights that would not be consistent with the Military Lending Act. Without limiting the forgoing, if you are a “Covered Borrower”, then Section 11 (Limitation of Liability) and Section 13 (Arbitration Agreement) do not apply to you. 16. ELECTRONIC TRANSACTIONS. THIS NOTE INCLUDES YOUR EXPRESS CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH IN THE SEPARATE DOCUMENT TITLED, "ESIGN ACT CONSENT," THE TERMS OF WHICH ARE EXPRESSLY INCORPORATED HEREIN IN THEIR ENTIRETY. 17. STATE LAW NOTICES AND DISCLOSURES ALABAMA RESIDENTS: CAUTION — IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE YOU SIGN IT. CALIFORNIA RESIDENTS: A married applicant may apply for a separate account. If Lender takes any adverse action as defined by Section 1785.3 of the California Civil Code and the adverse action is based, in whole or in part, on any information contained in a consumer credit report, Borrower has the right to obtain within 60 days a free copy of Borrower's consumer credit report from the consumer reporting agency who furnished the consumer credit report and from any other consumer credit reporting agency that complies and maintains files DISCLOSURE AND CONSENT TO ELECTRONIC RECEIPT OF COMMUNICATIONS AND ELECTRONIC SIGNATURES (ESIGN ACT CONSENT) This ESIGN Act Consent (this “Consent”) is provided by Upgrade, Inc. (DBAs include Universal Credit and the names at www.upgrade.com/landing/dba) (“Upgrade”), and, as applicable, its financial institution partners (https://www.upgrade.com/bank-partners/) (“Partners”), and, to the extent you apply for, use or obtain any bitcoin products or services through the Upgrade online platform, NYDIG Execution LLC and NYDIG Trust Company LLC (“NYDIG”). The terms “we,” “us,” or “our” refer to each of Upgrade, Partners, and/or NYDIG to the extent any of them provides a product or service to you. You understand that in order to request, apply for or obtain one or more financial product(s) and/or bitcoin product(s) and engage in related transactions through us or our service providers, and to view and retain a copy of the related notices, disclosures, agreements, authorizations, acknowledgements, terms and conditions, statements, receipts and other documents and records (collectively, “Communications”), or sign or submit any Communications to us at our request, during the course of our relationship with you, you must consent to receive Communications electronically and provide your signature electronically. Please read this Consent carefully and thoroughly. By accepting this Consent, you affirmatively consent to the use of electronic Communications, electronic records and electronic signatures when transacting business with us. 1. SCOPE OF YOUR CONSENT. Your consent applies to Communications related to all accounts, products or services we offer, make available to you, or that you apply for, own, use, administer or access, either now or in the future (the “Products”). Your consent includes, but is not limited to, Communications related to: - Applying for, opening or otherwise obtaining a Product. - Servicing, maintaining, using, operating or closing a Product. - Performing transactions or obtaining information in connection with a Product. The scope of Communications we will provide to you electronically includes Communications we are required by law to provide “in writing,” including legally required disclosures. If you apply for or maintain any bitcoin product from NYDIG, please see additional terms of electronic delivery of that document below. 2. YOUR CONSENT TO USE ELECTRONIC RECORDS AND SIGNATURES In our sole discretion, the Communications we provide to you, or that you sign or agree to at our request, may be in electronic form. Electronic Records. We may also use electronic signatures and obtain them from you as part of our transactions with you. Electronic Records may be delivered to you in a variety of ways. In some cases, Electronic Records may be delivered via e-mail or through the Upgrade online platform. You should print or download a copy of any electronic Communications for your records, including this Consent. We may always, in our sole discretion, provide you with any Communication in writing or send it to you via U.S. mail or other means of delivery, even if you have chosen to receive it electronically. We may require any information you provide to us, or any document you sign, to be delivered to us in writing. 3. GETTING PAPER COPIES. You may request from us a paper copy of any Communication that we have provided or made available to you electronically without charge, provided that such request is made within a reasonable time after we first provided the Communication to you. To request paper copies, you must send an e-mail to [email protected] with the subject line "Paper Document Request" and in the body of the e-mail you must state (i) your e-mail address, full name, US Postal address, and telephone number and (ii) which Product(s) your request concerns (e.g., Personal Loan, Upgrade Card, Rewards Checking Account, Savings Account, Home Improvement Loan, etc). Please also specify (in the body of the e-mail) which Communication you are requesting in paper copy. Alternatively, if you would like a paper copy of all account documents as are available in your Upgrade online dashboard, please request "All Account Documents" in paper copy. Requesting paper copies, as specified above, does not remove your previously provided consent to receive electronic Communications. To withdraw your consent to receive any future Communications in electronic format, please follow the instructions below under "Withdrawing Your Consent". 4. WITHDRAWING YOUR CONSENT. You may withdraw your consent to receive Communications electronically by following the instructions below. Note that for certain Products, withdrawing your consent may result in termination of your participation in such Products or your application for such Products as described below. Personal Loan or Home Improvement Loan Product: If you have a pending loan request or application in process with us, or a loan that has been approved and is in the process of funding, withdrawing your consent will respectively terminate your loan request or application, or result in the cancellation of any funds in process of disbursement (except where prohibited by law). After your loan has been originated and funded, you may withdraw your consent to receive any future Communications in electronic format. Withdrawing your consent does not apply to origination disclosures that were previously provided to you (electronically) prior to your loan funding (or at the time of funding). Withdrawing your consent may slow the speed at which we can deliver services to you. Upgrade Card or LendingTree Win Card with Personal Credit Line Product: If you have a pending Upgrade Card or LendingTree Win Card request or application in process with us, withdrawing your consent will terminate your Upgrade Card or LendingTree Win Card request or application (except where prohibited by law). If you withdraw your consent after your Upgrade Card or LendingTree Win Card has been approved, we will close your Upgrade Card or LendingTree Win Card account in accordance with the terms of your Cardholder Agreement and terminate your Personal Credit Line Agreement. You will remain responsible for all obligations under the Personal Credit Line Agreement prior to closure and any Draws (as defined in your Personal Credit Line Agreement) outstanding at the time of termination plus applicable interest and charges will remain in full force and effect until paid in full, regardless of the termination of the Personal Credit Line Agreement. Withdrawing your consent does not apply to Communications that were previously provided to you (electronically) prior to such withdrawal. For customers applying for or who have been approved for or are enrolled in the LendingTree Win Card program, any references to the “Upgrade Card” in this Agreement and in any related agreement(s), communication(s) and disclosure(s) (including, without limitation,the Upgrade Visa® Card Program Agreement) shall mean the “LendingTree Win Card”. Deposits Account Products: If you have a pending account request or application in process with us, withdrawing your consent will terminate your account request or application (except where prohibited by law). If you withdraw your consent after your account has been opened, we will close your account and mail you a refund check for any remaining balance in your account in accordance with the terms of your Cross River Bank Deposit Account Agreement or Savings Deposit Account Agreement, as applicable. Withdrawing your consent does not apply to Communications that were previously provided to you (electronically) prior to such withdrawal. Bitcoin Products in connection with any of the foregoing Products: Your use of the bitcoin Products from NYDIG is conditioned on your consent to the use of electronic Communications as described in this Consent. If you refuse to provide your consent or withdraw your consent, NYDIG will treat such refusal or withdrawal as a cancellation or termination of your use of the bitcoin Products and a closure of your bitcoin account(s). In connection with the closure of your bitcoin account, NYDIG will sell any bitcoin balance in your bitcoin account at the earliest notice at the time you receive your withdrawal consent and return the proceeds to you in the manner described in your agreement with NYDIG net any transaction fees. The sale of your bitcoin could result in adverse consequences to you, including potential loss of value and potential tax liability. How to withdraw your consent: You can withdraw your consent to receive future Communications electronically by sending an e-mail to [email protected] with the subject line of "Withdraw Electronic Consent" and in the body of the e-mail, state (i) your full name, US Postal Address, e-mail address, and telephone number and (ii) which Product(s) your request concerns (e.g., Personal Loan, Upgrade Card, Rewards Checking Account, Savings Account, Home Improvement Loan, etc.). Your withdrawal of consent will be effective only after we have had a reasonable period of time to process your request. 5. CHANGE IN YOUR E-MAIL ADDRESS OR OTHER CONTACT INFORMATION. To ensure you receive all Communications in a timely manner, you agree to promptly notify us of any change in your e-mail address or home mailing address. To let us know of a change in your e-mail address, within your Upgrade online dashboard, go to "Account Settings". You may also call our Member Support team at (844) 319-3909. Until you notify us of a change in your e-mail address, any Communications delivered to your e-mail address in our records will be deemed to have been delivered to you. At our discretion, we may treat your failure to provide us with a valid e-mail address or the malfunction of a previously valid e-mail address as a withdrawal of your consent to receive electronic documents. 6. REQUIRED HARDWARE AND SOFTWARE In order to access and retain Communications electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an e-mail account and related software capable of receiving e-mail through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); software that allows you to view and print or save PDF documents, such as Adobe Reader or similar software; hardware capable of running the software described above; and a printer or long-term storage device that allows you to print or save electronic Communications for future reference. To ensure access and optimal printing of your documents in PDF format, you must have Adobe Reader. To install the free version of Adobe Reader, click here (http://get.adobe.com/reader/otherversions/). Additional Mobile Technology Requirements. If you are accessing the Upgrade online platform and the Communications electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Communications presented to you. These applications can be found for most mobile devices in the device’s respective "app store". If you do not have these capabilities on your mobile Credit Profile Authorization By clicking the button to continue with your application for a personal loan, Upgrade Card with a personal credit line, home improvement loan, or other financial product or service through Upgrade (the “Financial Product”) or otherwise taking an affirmative action indicating your agreement to this authorization, you authorize Upgrade, Inc. (DBAs include Universal Credit and the names at www.upgrade.com/landing/dba) (“Upgrade”, “we”, “us”, or “our”), which operates an online marketplace platform through which consumers may apply for financial products and services from bank partners, to obtain and use your personal credit profile and/or other information from one or more consumer reporting agencies, such as TransUnion, Experian, or Equifax, as described below. You acknowledge and agree that we may use such information for any purpose permitted by law, including: • To authenticate you are who you say you are; • To make credit decisions; • To determine your current debt-to-income ratio; and • To obtain a credit score. You agree that when you check whether you qualify for the Financial Product and review your offers, a soft inquiry will be performed on your credit report, which will not impact your credit score. You agree that we may use such information to check whether you qualify for the Financial Product and to determine your eligibility for and offer you additional financial products or services from the Upgrade platform for up to 30 calendar days following your application, provided that you may opt out from receiving new offers by email by contacting us at [email protected]. A separate soft inquiry will also occur when you accept an offer and submit your bank account information. If your application for the Financial Product is approved and opened, a hard inquiry will be performed, which may impact your credit score and can be viewed by third parties. You further agree that we may collect information from credit bureaus after your application for the Financial Product is approved, now and periodically for as long as you have an active Financial Product account on the Upgrade platform, in order to consider whether to allow additional advances and determine the terms of advances, to provide data to investors that may be interested in purchasing your Financial Product or an interest in your Financial Product, to evaluate risks associated with your Financial Product and monitor changes to your credit profile, to display credit information to you, and to analyze data. You authorize us to verify information in your credit report, and you agree that we may contact third parties without further notice to you to verify any and all information as it relates to the above matters or which you have provided to us in connection with your request or application, in order to administer or monitor your account if a Financial Product is approved. In connection with the foregoing purposes, you authorize us to access any parts of your consumer reports with our bank partners’ agents, and purchase of your Financial Product or an interest in your Financial Product, and any of our or their respective successors or assigns. I agree. ACH Authorization I authorize Upgrade, Inc. (DBAs include Universal Credit and the names at www.upgrade.com/landing/dba), acting as servicer on behalf of its bank partner(s) (https://www.upgrade.com/bank-partners/), as applicable ("bank partner"), bank partner, and their respective service providers, successors, assignees, and designess (collectively, "You") to initiate electronic debits and credits from the bank account I designated ("Designated Account") for payments I owe under the loan agreement that I executed in favor of bank partner ("Loan Agreement"). I am an authorized signer to the Designated Account and I am not required to obtain the agreement or consent of any other person who owns or has a claim to funds in the Designated Account to make this authorization (or I have obtained all required agreements and consents from other persons who own or have a claim to funds in the Designated Account), and I acknowledge that electronic debits and/or credits will be processed through the ACH system and must comply with applicable law. The amount debited from the Designated Account (i) will be the monthly payment on or after the payment due date each month listed in the Truth in Lending Disclosure plus any applicable fees or other amounts owed under the Loan Agreement, including late payment fees or returned payment fees or (ii) the amount of any prepayment I may schedule, as applicable. I also authorize You to initiate an additional credit or debit to the Account if necessary to correct any error that has previously occurred. I agree that the Designated Account at the depository bank must have enough available collected funds to cover the scheduled debit on the business day before the scheduled payment date, and on the scheduled payment date. My monthly payments will be in the amount of $734.76, and I understand that my final payment may vary from that amount. You may vary the amount debited by providing notice to me at least ten (10) days before the date of the transfer. The first monthly payment will be due one month after issuance of my loan. All other monthly payments will be due on the same day of each following month. If my due date is the 29th, 30th, or 31st and the current month is shorter, my payment will be on the last day of the month. If the payment due date is not a business day, my payment will be collected on the next business day. If the Designated Account does not have enough available collected funds to cover the scheduled debit, You may continue to attempt to collect funds from my Designated Account until there are sufficient funds available. If any payment is returned, I authorize You to make a one-time electronic fund transfer from the Designated Account to collect a fee of $10. I understand that in addition to the fees that You may charge, my depository bank may charge an overdraft or other fees. I understand that this ACH Authorization ("Authorization") does not relieve me of the obligation to make timely payments under the Loan Agreement. I further acknowledge that this Authorization is fully transferable and assignable by You or my enroilment service, or assure that over-the-Landscreen. I acknowledge and agree that this authorization will remain in full force and effect unless and unless I provide You with written notification that this authorization is terminated. Such termination will be recognized when my depository bank (if You have reasonable opportunity to act upon such written notification), or I contact you as described below. I can cancel this Authorization by contacting (855) 997-3100 and this cancellation will be effective three (3) business days after receipt. I may also cancel this Authorization by giving the depository bank notice of termination or by stopping payment of any scheduled debit at least three (3) business days before the scheduled date of the next debit. If I cancel this Authorization, I must still make payments on my loan by each payment due date. Failure to make payments on time may result in late fees being assessed. Returned payments of any kind are also subject to the imposition of a fee as stated in the loan agreement. I may obtain additional information about the depository bank’s preauthorized ACH debit stop payment requirements from the depository bank. In addition, I understand that if I terminate this Authorization or stop payment of any scheduled debit(s) I will still be required to make the monthly payments due under the Loan Agreement. I understand that providing this Authorization is not a condition of the Loan and I have chosen this method of payment for the convenience of having my monthly loan payments made automatically from my bank account. I AM AGREEING TO AUTOMATIC PAYMENTS. I HAVE READ THE ABOVE TERMS AND CONDITIONS AND AGREE TO THEM. I AGREE AND UNDERSTAND THAT I AM AUTHORIZING YOU TO DEBIT AND CREDIT THE DESIGNATED ACCOUNT, AND I ALSO AGREE THAT I HAVE RECEIVED A COPY OF THIS AUTHORIZATION FOR MY RECORDS. Cecil Williams I AGREE