P ' F A P: Laintiff S Irst Mended Etition

FILED
DALLAS COUNTY
12/14/2016 3:54:58 PM
FELICIA PITRE
DISTRICT CLERK
Cause No. DC-16-13549
SECOND CITY LEASING, LLC DISTRICT COURT OF

VS. 298th JUDICIAL DISTRICT

GREGORY HARDY DALLAS COUNTY, TEXAS
PLAINTIFF'S FIRST AMENDED PETITION
TO THE HONORABLE JUDGE OF SAID COURT:
NOW COMES Second City Leasing, LLC, hereinafter referred to as Plaintiff, complaining
of Gregory Hardy, Defendant, and files this First Amended Petition, and for cause of action
respectfully shows the Court the following:
I. PARTIES & JURISDICTION
Defendant Gregory Hardy is an individual Texas resident who may be served by and through
his attorney of record, Marcus C. Marsden Jr.
II. DAMAGES & DISCOVERY
Pursuant to Rule 190.2 of the TEXAS RULES OF CIVIL PROCEDURE, Plaintiff hereby elects that
all discovery shall be conducted under Level II of said rule. Plaintiff only seeks monetary relief of
$200,000 but not more than $1,000,000, including damages of any kind, penalties, costs, expenses,
attorneys fees, and pre-judgment interest.
III. FACTS
BENTLEY LEASE
On or about May 12, 2014, Defendant Gregory Hardy, as Lessee, and Second City Leasing,
PLAINTIFFS FIRST AMENDED PETITION - PAGE 1

LLC, as Lessor, executed Lease Agreement No 50836 (Bentley Lease), whereby Second City
Leasing leased and delivered to Gregory Hardy a 2013 Bentley GT Speed. Specifically, Second City
Leasing financed Gregory Hardys lease of the following (the Bentley):
QTY Description Vin #

White 2013 Bentley
1 SCBFC7ZA0DC082681
GT Speed
A true and correct copy of the Bentley Lease is attached hereto and incorporated by reference for all
purposes as Exhibit A. In conjunction with said Bentley Lease Defendant Gregory Hardy executed
a Personal Guaranty, promising to repay all sums due under the Bentley Lease. A copy of the Personal
Guaranty is attached hereto and incorporated by reference for all purposes as Exhibit B. The
Delivery Receipt for the Bentley evidences the Defendants acceptance and is attached hereto and
incorporated by reference for all purposes as Exhibit C.
Under the Bentley Lease, Defendant was obligated to make a down payment of $25,000.00,
an advance payment of $5,705.90, along with fifty-eight (58) monthly payments of $2,852.95 until
the date on which such lease is paid in full or until terminated in accordance with the Bentley Lease.
Defendant failed to make the lease payment due and owing June 23, 2016, and thereby
defaulted under the terms of the Bentley Lease. Thereafter, Defendant failed and refused to pay all
other monthly installments due under the terms of the Bentley Lease. Plaintiff has accelerated the
balance due under the Bentley Lease, pursuant to its terms. After such acceleration, the balance
due and owing under the Bentley Lease is $170,789.89 after application of all just and lawful
payments, credits and offsets.
Specifically, this $170,789.89 deficiency amount owed to Plaintiff by Defendant under the
Bentley Lease is comprised of the following: 1). $97,000.30 for unpaid lease payments owed to
Plaintiff by Defendant (34 lease payments of $2,852.95 each including tax), 2). $400.84 for late

fees owed to Plaintiff by Defendant, 3). $3,388.75 for mileage overage charges owed to Plaintiff
by Defendant, and 4). $70,000.00 for the residual value of the Bentley, which Plaintiff is entitled
to recover.
FERRARI LEASE
On or about April 3, 2015, Defendant Gregory Hardy, as Lessee, and Second City Leasing,
LLC, as Lessor, executed Lease Agreement No 51223 (Ferrari Lease), whereby Second City
Leasing leased and delivered to Gregory Hardy a 2012 Ferrari California. Specifically, Second City
Leasing financed Gregory Hardys Lease of the following (the Ferrari):
QTY Description Vin #

White 2012 Ferrari
1 ZFF65LJA6C0186086
California
A true and correct copy of the Ferrari Lease is attached hereto and incorporated by reference for all
purposes as Exhibit D. In conjunction with said Ferrari Lease Defendant Gregory Hardy executed
a Personal Guaranty, promising to repay all sums due under the Ferrari Lease. A copy of the Personal
Guaranty is attached hereto and incorporated by reference for all purposes as Exhibit E. The
Delivery Receipt for the Ferrari evidences the Defendants acceptance and is attached hereto and
incorporated by reference for all purposes as Exhibit F.
Under the Ferrari Lease, Defendant was obligated to make a down payment of $35,000.00,
an advance payment of $6,828.56 along with forty-six (46) monthly payments of $3,414.28 until the
date on which such lease is paid in full or until terminated in accordance with the Ferrari Lease.
Defendant failed to make the lease payment due and owing June 20, 2016, and thereby
defaulted under the terms of the Lease. Thereafter, Defendant failed and refused to pay all other
monthly installments due under the terms of the Ferrari Lease. Plaintiff has accelerated the balance
due under the Ferrari Lease, pursuant to its terms. After such acceleration, the balance due and

owing under the Ferrari Lease is $163,162.39 after application of all just and lawful payments,
credits and offsets.
Specifically, this $163,162.39 deficiency amount owed to Plaintiff by Defendant under the
Ferrari Lease is comprised of the following: 1). $112,671.24 for unpaid lease payments owed to
Plaintiff by Defendant (33 lease payments of $3,414.28 each including tax), 2). $491.15 for late
fees owed to Plaintiff by Defendant, and 3). $50,000.00 for the residual value of the Ferrari, which
Plaintiff is entitled to recover.
All conditions precedent to Plaintiffs right to sue Defendant and recover judgment
under the Bentley Lease and Ferrari Lease have occurred, been performed or waived.
IV. CAUSE OF ACTION
BREACH OF CONTRACT
Plaintiff incorporates herein all prior and subsequent allegations in this pleading. Defendants
conduct as set forth herein constitutes a default under the Lease(s). Plaintiff is the holder and secured
party under each Lease.
BENTLEY LEASE
Defendants last payment made under the Bentley Lease was received in May 2016.
Thereafter, Defendant defaulted under the terms of the Bentley Lease and has failed and refused to
pay all other monthly installments due under the terms of the Bentley Lease. Plaintiff has made
numerous demands upon Defendant for the past due installments, but Defendant has failed and
refused to pay said past due installments or any part thereof.
At the date of the filing of this Petition, the unpaid balance due and owing under the Bentley
Lease is $170,789.89.

FERRARI LEASE
Defendants last payment made under the Ferrari Lease was received in May 2016. Thereafter,
Defendant defaulted under the terms of the Ferrari lease and has failed and refused to pay all other
monthly installments due under the terms of the Ferrari Lease. Plaintiff has made numerous demands
upon Defendant for the past due installments, but Defendant has failed and refused to pay said past
due installments or any part thereof.
At the date of the filing of this Petition, the unpaid balance due and owing under the Ferrari
Lease is $163,162.39.
V. PERSONAL GUARANTORS LIABILITY
Under the terms of the Lease(s), Defendant Gregory Hardy, as personal guarantor under the
Lease(s), became unconditionally liable to Plaintiff for full payment and performance of all
obligations due to Plaintiff under the Lease(s).
Because of Defendants default under the Personal Guaranty, Plaintiff has been damaged
in the amount of $333,952.28 plus interest at the contract rate of 18% per annum, accrued from
the respective dates of default, plus collection costs, for which Plaintiff now seeks judgment against
Defendant.
VI. ATTORNEYS FEES
Upon Defendants failure to pay the balance owing on said contract, Plaintiff placed said
contract in the hands of the undersigned attorney for enforcement, and has agreed to pay said attorney
reasonable attorneys fees for his services which Defendants have become liable by the terms of the
contract, and by virtue of Article 38.001 et seq. of the Texas Civil Practice and Remedies Code.
VII. PRAYER
WHEREFORE, PREMISES CONSIDERED, Plaintiff prays that Defendant be cited to
appear and answer herein; that upon final hearing hereof, Plaintiff have judgment against Defendant

in the sum $333,952.28 plus interest at the contract rate of 18% per annum, accrued from the
respective dates of default, plus collection costs, costs of Court, post-judgment interest as provided
by law, attorney's fees incurred in connection with this matter; foreclosure of Plaintiffs security
interest in the above-described equipment; and any such other relief, special or general, at law or in
equity to which Plaintiff may show itself justly entitled.
Respectfully Submitted,
PADFIELD & STOUT, L.L.P.

421 W. Third Street, Suite 910
Fort Worth, Texas 76102
817-338-1616 phone
817-338-1610 fax
/s/Matthew D. Giadrosich
Mark W. Stout
State Bar I.D. #24008096
ms@livepad.com
Matthew D. Giadrosich
State Bar I.D. #24074274
mdg@livepad.com
Attorneys for Plaintiff
Certificate of Service
This is to certify that on December 14, 2016, a true and correct copy of the foregoing was
served upon Defendant Gregory Hardy, by and through his attorney of record via e-service and/or
email.
/s/Matthew D. Giadrosich
Matthew D. Giadrosich

Second City teasing, llC
3351 W. ADDISON
CHICAGO, IL 60618
(312) 881-3133 Office
(312} 881-3308 Fax
Delivery Date: 511212014 CollllTh..'!lcement Date: 511212014

This LEASE CONTRACT is niade and entered into at Chicago, IL, on the above Delivery Date by and
between SECOND CITY LEASING, LLC, 3351 W. Addison, Chicago, IL 60618 (hereinafter called "Lessor"), and the following Lessee(s):
Gregory Hardy
252 Westerfield Drive
Atoka TN 38004
(hereinafter called "Lessee'', whether one or more)

I. EQUIPMENT DESCRIPTION AND SUMMARY OF TERMS:
a. Vehlcle(s) leased hereunder:
YEAR MAKE MODEL VIN ODOMETER
2013 Bentley GTS SCBC7ZAODC082681 2,155
b. Term: 60 months from and after the Commencement Date.

c. Pa)ment information:
Monthly rent s 2,599.50 Excess Use Rent, Cents per mile: 1.25 $ -
IfVehicle Mileage Exceeds 27,755 $ -
Premature Termination Factor s -
Residual Value/ Purchase Ontion s 70,000.00
Sales and/or Use Tax s 253.45 RCEIVED THIS DATE FROM LESSEE:
Down Payment
s
s 25,000.00
-
Sales Tax on Down Payment s 2.437.50
Other Fees
Advance Payments (Isl Pimdlast p;nonth rent) $ 5,705.90
Sales Tax at Incention $ -
Acquisition Fee s 695.00
Total Monthly Rent s 2,852.95 Total Received $ 33,838.40
2. LEASE: Lessor leases to Lessee, and Lessee leases from Lessor, the vehicle(s), equipment and other property described above (the "Equipment"),
upon the terms set forth in this agreement ('Lease"). This Lease consists of and includes all terms, conditions, and
information set forth herein and in all exhibits, riders, and addenda now or hereafter executed by the parties, all of which
are incorporated herein by Ibis reference.
3. ri::_P..M: The 11Term11 of this Lease sha!! com1nence on the date indicated above as tb.c Com.rnencement Date
(the "Commcnccment Date") and shall continue for the number of months specified as the Tem1 above (Wlless renewed
or earlier tenninated in accordance with !he provisions hereol) and in any event Wltil Lessee has paid all amounts and perfonned all its
obligations due here1U1der. Unless otherwise indicated above, the Commencement Date shall be the date of execution and deliveiy of this
Lease.
4. RE~TS: Rent and applicable Taxes (as hereinafter defined) shall be paid by the Lessee in monthly installments as set fortli above and shall be due
in advance commencing on the Commeneemenl Date and on the same day of each calendar month thereafter during the TemL
5. ADVA."lCE PAYMENT; DEPOSIT; PAYMENT OF TAXES AND OTHER COSTS: Lessee shall make the Advance Payment (if any)
when it signs and submits this Lease to Lessor. Absent any Event of Default, Lessor shall apply Monthly Rents included in such Advimcc
Payment to the first and/or last Monthly Rent periods as indicated above and promptly refund to Lessee any Security Deposit held by it whon the
Tenn expires and Lessee has fulfilled all its obligations hereunder. If an Event ofDefauit occurs, Lessor may apply the balance of the
Ad<'al!Ce Payment as liquidated damages pursuant to Section 21 hereof and retain the same for its sole account Les.ee shall pay Taxes and
all other costs related to ownership or use of the Equipment for the entire Tenn. Lessor shall not pay interest on the Advance Payment. The
Advance Payment may be commingled with Lessor's other funds.
6. UNCONDIT!ONAL OBLIGATIONS: LESSEE ACKNOWLEDGES AND AGREES THAT, FROM AND AFTER THE COMMENCEMENT
DATE, THIS LEASE SHALL BE NON-CANCELABLE BY LESSEE AND RENT AND ALL OTHER SUMS SPEC.'IFIED HEREIN SHALL
BE ABSOLUTELY AND UNCONDITIONALLY PAYABLE AND NOT SUBJECT TO ABATEMENT, REDUCTION, SETOFF, DEFE.i'ISE,
EXHIBIT A
COUNTERCLAIM OR RECOVPMENT FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT UMITATION,
ANY PAST, PRESENT, OR FllT1lRE CLAIMS WHICH IT MAY HAVE AGAINST LESSOR, ANY OF ITS PERMITl'ED
ASSIGNEES (EACH AN "ASSIGNEE"), THE MANUFACTURER OF THE EQUIPMENT ("MAKER") OR SELLER OF THE
EQUIPMENT ("VENDOR").
7. DISCLAIMER OF WAR.RANTIES: Lessee acknowledges and agrees that It alone selected Ille Equipment, Maker, and Vendor,
without any assistance or advice from Lessor and Lessor made no representation or warranty to It, express, or Implied,
as to the Equipment' condition, merdwllablllty, fitness, or suitability for any particular purpose, design, capacity, quality,
or charaeterbties. Lessor disclaims, and Lessee agrees that Lessor and any Assignee shall not have any liability to Lessee
for any loss, cost, or damage (lndndlng, without llmitatioo, consequential or Incidental damages) snffered or Incurred by It,
directly or lndlreelly, from the purchase, lease, operation, use or loss or we of the Equipment or for any representations
or warranties or Maker or Vendor.
8 DELIVERY; INSPECTION; ACCEPTANCE: The Lessee shall, at Lessee's sole expense, be responsible li>r talcing delivery
and possession of the Equipment. Lessee agm:s that it shall not have or make any claim against Lessor or any Assignee for any
delay in deliveiy or condition of the Equipment. By executing this Lease, Lessee agJeCS that it bas {a) UllCOlldilionally accepted
the Equipment as is" and with all fauhs (whether known or unknown) and (b) waived any right to cancel or repudiate this
Lease, reject the Equipment or rescind acceptance thereot; accept partial delivery thereot; purchase or lease substitute equipment, and/or
seek specific performance against Lessor.
9. FINANCE LEASE: Lessee acknowledges that bolh parries hereto intend this i.Aease to quality as a "starutory finance lease under
Article 2A of the Uniform Commercial Code (the "UCC"). Lessee also acknowledges that, pwsuant to such Article, all wammty
and other rights under Lessor's purchase colllnct(s) for the Equipment against Maker and/or Veodor are enfon:eable directly
by Lessee and thst Lessee is i!Rvocably obligated to pay rent without Clll!CCllation, termination, modification, repudiation,
excuse, or sulmitution, to Lessor and its Assisnees. Lesseo acknowledges that Lessor is neither the Maker nor the Vendor
(or a supplier of or dealer in) the Equipment and bas inslrl!C!ed Lessee to contact the Vendor directly for any explanation
ofils warranty and other rights.
JO. USE; MAINTENANCE: Lessee shall use the Equipment only in the conduct of Lessee's business in the United States and
only for lawful pmposes. The Equipment shall not be used in the transport of material designated as extra bazmdous, radioactive,
llammable or explosive, without Lessor's prior written consent. Lessee will pennit the Equipment to be operated only by safe
and careful drivers who are qualified and properly licensed in accordance with the Jaws of the jurisdictions where the Equipment
is used All opetators of the Equipment will be com:lusively presumed to be the agents, emplo>""S, or servants of the Lessee and not of
Lessor. Upon receipt of notice fi:om Lessor that any Equipment Is being used illegally, negligently, recklessly, carelessly, or
abusively, Lessee sball promptly take sucli steps as may be necessary to stop and prevent the rccu=e of any such improper
use. Lessee shall in all respects comply, and cause all persons operating the Equipment to comply, with all applicable requirements
oflaw relating to the licensing, maintenance, and opmtion of the Equipment and with all terms and conditions of
policies of insumnce relating to the Equipment. The Equipment shall be permanently garaged at the Equipment location indicated
above and Lessee shall immediately no1ify Lessor of any change therein. The Equipment shall be maintained in accordance with
the lllllllU&cturer recommendations, the provisions oftbis Lease including Section 28 below, and otherwise in condition satisfactory
to Lessor. Lessee shall pay all costs ofoperation and maintenance of the Equipment including not limiled to fuel, oil, grease,
repain, maintenance, tires, tubes, storage, parking, tolls, fines, and penalties. Lessee shall reimburse Lessor for any operating or
maintenance expenses required to be paid by Lessor. If tires or parts are removed or become worn or dsmaged, Lessee shall
provide comparable replacements theretbr and such replacements shall become part of the Equipment. Lessor may inspect the
Equipment and i.Aessee's boob and reeotds relating thereto at any limo during Lessor's nonnal business homs. Lessee shall not
alter any Equipment unless such altemtlon Is required by law.
11. TITLE: The Equipment shall include all impwvements, additions, replacements and accessories thereto and is and shall remain
Lessor's sole property. Lessee shall require no rigbl, title, or interest therein (except as expressly provided to the conttary herein).
Lessee shall, at its expense, maintain the title and registntion in the name of the Lessor or as Lessor shall otherwise direct.
Lessee also, without limiting the foregoing obligations, hereby grants to Lessor a power of attorney for s11Ch purposes and agrees
to exec:ute any tiather documentation requested by Lessor to effectuate same. If this Lease is deemed a lease for security,
Lessee (i) grants Lessor a purchase money security inteRst in the Equipment, Security Deposit, prepaid amounts and proceeds
thereof (including without limi1lltion insurance proceeds) and (b") agrees that its repayment of the amounts of such financing
shall apply on a fim.in-fim-mit" basis so that the portions ofthe amounts of such financing used to purchase such item or item.i
of Equipment or other collatet11I sbaU be deemed re-paid in the cbronologieal order of the WJe of such amounts to purchase the same.
lftbis Lease is cletermined to be a loan and any porlion of the tent to be inlcrest, then, without waiving any colllrary claim, defense or
provision hereat; lessee shall entitled to a prompt refund of any amount paid hereunder which exceeds the maximum lawful amount
which may be charged as interest
12. UENS;TAXES: Allremsandothersums payable by Lessee hereunder shall be "NET" to Lessor. During the Tenn hereof; Lessee
sba1l (a) keep the Equipment and this Lease free of all liens, encwnbrances and interests (other than those created by or in favor
of Lessor) and (b) and pay when due all "Taxes, meaning all (i) sales, use, property, excise, and other tsxes, (il") reconling, license,
regisuation, titling. and other fees, ("lii) fines and (iv) interest, penalties, and other cbalges, in each case now or hereafter imposed
by any jurisdiction upon the ownen;hip, possession or use of the Equipment (including all Taxes on i.Aessor, other those imposed on,
or measured by, its net income). At its option, i.Aessor may estimate annual personal propeny tax and add that to the monthly payments
due &om Lessee. Jn such case, Lessor will prepare and file the applicable tsx return and Lessee shall pay Lessor an annual fee for
administering and processing such tsxes and returns.
13. RlSK. OF LOSS: Lessee shall bear all risks of loss, damage, theft, and destruction to the F.quipment liom any cause wbats0ever
("Loss"). No Loss shall relieve the Lessee of any of its obligations under this Lease. Within ten (10) days of any Loss, Lessee shall notity
Lessor in writing, of such Loss and, at Lessor's election, either promptly restore the Equipment subject to such Loss to good working
onler and condition or replace the same with comparable equipment in such condition and acceptable to Lessor in its reasonable
discretion, or immediately pay Lessor the "Stipulated Loss Value" of the Equipment. ("SLV"). The SLV shall be an amount equal to or
greaterof(i} the sum of(x)all amow!lS accrued but unpaid hereunder up to the date of the Loss and (y) the present value at such date,
discowited at 2%, of all wipaid amounts due hereunder for the balance of the Tenn and (z) Lessor's residual interest equal to one hundred
percent (I 00%) of Lessee's pun:base option price hcmmder for the Equipment as set forth in Section 17 below, or (ii) Lessor's total costs
ofpurchasing and making available the Equipment to the Lessee. plus taxes and all other charges ("Lessor's Total Cost"). Upon Lessor's
receipt of the SLV and applicable Taxes, it shall convey title to the Equipment to the Lessee as is-where is" and without warranty.
14. PRE-AGREED AMENDMENTS; POWER OF A1TORNEY: Lessee hereby irrevocably appoints Lessor as its att0mey-in-lilct, with a
power coupled lo its interest for the Term hereof, to do any or all of the following; (a) amend this Lease, any exhibit, schedule or rider hereto
and any related UCC and other filings lo date and complete the same (e.g., insert serialNIN nUlllbets, other identifying data and the cost
for the Equipment); (b) file this Lease in lieu of or in addition lo UCC financing or notification statements where Lessor deems necessairy;
(c) sign, or otherwise aUlheuticate and file on its behalf any documents deemed necessaiy by Lessor to perfect or protect its or any
Assignee'S interests in the Equipment and/or Ibis Lease, including any UCC financing statements, title and registration filings and lien
waivers as reasonably may be required by Lessor in connectioo with any change in cin:umstances relating to Lessee, the Equipment or
otherwise; and (d) endoisc or negotiate for Lessor's benefit any third-party check made payable to Lessee for monies owed to Lessor
hereunder (including withoul limitation any check for proceeds of insurance on the Equipment). Lessee sball pay all costs of
any filings described in !his Section.
IS. INSURANCE: Lessee shall obtain and maintain, at its sole expense, insurance against loss, theft, dantsge, or destruction of the
Equipment in an amount at least equal to the gmiterofLessor's Total Cost or the SLV (with Lessor and any Assignee named as an insured
and the sole loss payee) and liability (including auto and non-trucking liability coverage) insurance for bodily injury and property damage
to others inuring Lessor, Lessee , and any Assignee as additional insured's, individually and severally against loss or liability arising from
the Equipment's condition, use, or operation. Each such policy shall expressly provide dull no act, omission, or neglect by Lessee sbaJI
invalidate or tenninate Lessor's or any insured Assignee's coverage thereunder and that such policy sbaJI not be canceled for Lessee's
oon-pa,_ of the premiums therefur wiibcut thirty (30) days' prior written notice lo Lessor and any such Assignee. Lessee shall maintain
such policies in form and llDlOUlllS, and with insurers, acceptable to Lessor. Without limiting the foregoing, such liability insurance shall
have minimum limits of SS00,000.00 per occurre.nce for bodily injury or death to any one peiscn. Prior to the Commencement Date and sixty (60) days
prior to expiration of any such policy, Lessee shall deliver to Lessor proof (e.g., a policy or certificate) that such insulllnce is continuing in
eft'ect. Ifl..essee filils to provide or maintain such insunnce, Lessor may (but sbaJI not be required to) obtain the same with insurer(s) of
Lessor's choice, all costs ofwbich Lessee shall immediately pay upon being billed by Lessor. Lessor may terminate any insurallce coverage
it so manges without notice or liability lo Lessee. Because of increased risk lo Lessor when the Equipment is not insuted, Lessee agrees to
pay Lessor a non-coverage charge equal to one quarter of one percent of Lessor's Total Cost for each month until Lessee provides proof of
insllrance. Despite such non-coverage charges, Lessee shall not have any rights to insurance benefits liom Lessor and sbaJI remain liable for
all Losses, as such charges 11111 not in lieu of the requiml insurance.
16. INDEMNTIY: Lessee shall indemnify and hold harmless Lessor, and its successots, assigns, agents, employees and SeMIDIS, against
any claims (including tort, slrict liability and/or any other claim for property damage, injury, or death), actions, damages, or liabilities,
including attorneys' fees, arising from or related to !his Lease and/or the delivery, possession, leasing, financing. ownership use, operation
condition, repair, maintenance, servicing. alteration, replacement, storage, rerum or disposition of the Equipment, regardless of cause.
This indemnity shall 5UMvo eiq>iration, cancellation or termination ofthis Lease. Lessee, at Lessor's request and upon such terms as Lessor
shall reasonably designate, shall assume, at Lessee's sole expense, the defense of any and all such matters indcmnlfied hereunder with
counsel acceptable to Lessor. No settlement of any such matter sbaJI be made by Lessee wilhout Lessor's prior written consent (not to be
unreasonably withheld).
17. RE1URN OR PURCHASE OF EQUIPMENT; RENEWAL OF TERM: Provided no Event ofDerault has occurred and is conlinuing, Lessee
shall have the option, exercisable at its discretion at the end of the Tenn, to pun:hase the Equipment for the agreed upon pun:base option price
set forth above, plus all Taxes (the "Pun:hase Option Price"). In the event Lessee tilils to exercise said option to purchase the Equipment, then at the
expimion or termination of this Lease, Lessee shall return the Equipment at such location as is designated by Lessor. The Equipment shall
then be complete and in the same condition as when delivered lo Lessee. reasonable wear and tear ftom normal and proper use excepted
and otbetwise in compliance with the requirements of Sections 10 and 28 hereot; together with all license plates, registration certificates and
otbet documents relating thereto. Failure to return the Equipment in the condition required hereby may result in Lessee being charged for
excessive wear and damage. Ifrequested by Lessor, Lessee. at its expense, will store the Equipment on its premises for a reasonable period,
not exceeding sixty (60) days, during which the Equipment shall be subject to all of the tenns and conditions hereof except the obligation
to make !'!(>rh.ly payments. Lessee !!h!!!I give I.4.<ot wrl!ten oo!foe ofits intended cxe11:ise of any pun:hase option or return of the .Equipment
not less than five (S)days prior to the end of the Initial Term or any Renewal Tenn. If Lessee tilils to give sucbnoliceand return the
Equipment as provided in this Section or purchase the Equipment as may be ptovided herein, the Tenn hereof shall automatically be extended
for successive one (I) month periods (each, a "Renewal") upon the Monthly Rent and other terms as provided in this Lease until Lessee gives
such notice and returns or pun:bases the Equipment. Notwithstanding anything contained herein to the contr.uy, upon the expiration or
tennination of this Lease for any reason, iegardless of whether Lessee exercises its option to purobase the Equipment hereunder, Lessee
shall pay to Lessor a lease end iennination fee of$0.00 in addilion to any and all other amounts due hereunder.
18. ASSIGNMENT: SUBLEASE: Lessee shall not, transfer, assign, or sublease any interest it has in the Equipment without Lessor's and any
Assignee's prior written consent (which Lessor may condition or withhold in ils sole discretion and which, ifgiven, shall not release Lessee
from any of its obligations herewlder). Any such sale, uansfer, assignment, or sublease to which Lessor or any Assignee does not consent
shall be void and constitute an Event of Default beRwlder. Lessor may, without notice to or consent of Lessee, sell, transter or assign, its
interest in the Equipment, this Lease, and any or all sums payable by Lessee hereunder. If Lessor does so, each such mmsteree shall have
aD rights tnnsferred by Lessor but none of its obligations bemmder (unless such transferee expressly assumes the same). Lessee
covenants that it shall not assert any defense, counten:laim, or setolf tbat it may have against Lessor against any such mmsteree and agrees
to honor any written inslnlClion it receives liom Lessor (or from Lessor and such transferee) redirecting future rents or other payments due
from it hereunder. Lessee agrees that no such ll3DSfer shall materially change its duties or obligations hereunder or materially increase its
burdens or risks.
19. REPRESENTATIONS; WARRANTIES: Lessee represents and wanants that; (a) its full and aceunite legal name is as first provided
above; if other !ban an individual, it was duly oiganized under the laws of the jurisdiction specified below the signarure of Lessee, and the
organizational nwnber assigned to Lessee by such jurisdiction is as speeified below Lessee's signarure; Lessee, ifolher than an individual,
wlidJy exists in good standing in all states material to its business and this Lease; (b) this Lease has been duly authorized, executed and
delivered by Lessee and does and shall constitute its valid, legal, and binding agreement. enforceable in accordance with its te<ms; (c) it
entered into this Lease solely for the contracr.ual rights and benefits disclosed herein; (d) all statements made, and documents furnished,
by ii or on its behalf to Lessor (or lo any credit reporting agency upon which Lessor may rely) are true, correct. complete and
00!!-mis!eadi!!g in all material nospec!s; (e) r.o pending legal act.ions do or may malerially adversely affect its financial condi'Jon or
business; (f} ii does not use any !lade name except as set forth on Page I hereof; g. its operation of the Equipment will not create
environmental risks or hazardous materials; and (h) the foregoing (b) through (g) are true as to each Guarantor hereof. Lessee acknowledges
that no brokor, salesman, or supplier is an agent of Lessor nor are they authorized to waive or alter any tenn of this Lease. Their
representations or agreements shall in no way bind Lessor or affect Lessee's obligations hereunder.
20. DEFAULT: An "Event ofDefauh" shall exist hereunder when and if a. Lessee fails to pay, when due, any rent or other sum due
hereunder or perform or observe any other term, condition or covenant hereof and such failure continues for live (5) days; or (b) any of
Lessee's representations in Section 19 oc any statement of Lessee in its application for or performance of this Lease proves to have been
incorrect in any material respect when made; (c) Lessee becomes insolvent; ceases to exist as a going concern; tenninates it; irulependem
operations by reason of any discontinuance, dissolution, liquidation, merger, or sale of substantially all of its assets; makes a general
assipmettt for its creditors' benefit; acknowledges its inability or ceases to pay its debts as Ibey mature; files a petition under federal
banlauptcy laws or any similar state law or has filed against it a pelilion under such laws, or has a receiver or ttustee appointed to take
possession of its assets, and such petition or appointment is not dismissed within sixty (60) days; abandons, or pennits any olher person
to use, the Equipment; suifen any material advene cbsnge in its linances or operations; or deraults under any other agreement with Lessor;
(d) any material portion of Lessee's inventory or assets is levied upon, seized, attached or llansfened in bulk or offered for sale or
sold, encwnbered, or 11ansferred other !ban in the ordinary course of its business or as pennitled by this Lease; Lessee fiWs to give Lessor
at least thirty (30) days notice prior to any change in its name, jurisdiction or organization or address of its chief executive office; (e} any
ofthe foregoing occur as to any Guarantor, (f} any Guarantor dies or revokes or attempts to revoke hisJber Guaranty hereof, or
(s) any default sball occur and be continuing wilh respect to any other obligation or indebtedness owing by Lessee, any
Guarantor or any atliliate of Lessee or Guarantor, to Lessor or any affiliate of Lessor.
21. REMEDIES: Upon an Event ofDerault. Lessor shall be entitled to exercise any one or more of the following remedies, concurrently or
severally, without notice to Lessee (except as required by applicable law) and without being deemed to have made an election of remedies;
{a) require Lessee to assemble the Equipment and Sllnalder it as required in Section 17; (b) enter upon Lessee's premises and either
repossess and remove the Equipment, or render it U1111Sable without its removal, without summary or other legal process and without civil
or criminal liability therefor; (c) re-lease the Equipment lo any third party, or sell the Equipment at private or public sale (at which sale
Lessor may be the purchaser), upon such tenns and conditions which Lessor in its sole discretion deems to be commercially reasonable;
(d) immediately declare due and payable, and recover ftom Lessee, as liquidated damages and not as a penalty, the total of all sums due but
uapaid hereunder up to the date an Event of Default OCCUB or is deemed to have occurred hereunder (the "Default Date") plus the
pn:sent values, as ofsuch Date, discounted at 2% per annum, of all sums which are unpaid hereunder for the period ftom such Date lo the
end oflhe Tenn, plus Lessor's residual interest in the Equipment equal to one huod!ed percent (100%) of Lessee's Purchase Option Price
(but in no event less than Lessor's Total Cost), minus, lhe net proceeds, if any, acr.ually received by Lessor from its re-lease, sale, or other
disposition of the Equipment; (c) cancel or tcnninate this Lease and retain any and all prior payments paid by Lessee as liquidated damages
and not as a penalty; and/or (g) exercise all olher rights and remedies available to Lessor at law or in equity, including without limitation
the remedies in UCC 2AS23 (I). If notice is required prior to any sale of the Equipment, Lessee agrees that live (5) days prior written
notice seal as provided in Section 26 sball be deemed reasonable and sufficient Lessor may, but is not required to, make advm:es to cure
any default by Lessee hereunder and lo be reimbursed by Lessee therefor with interest thereon from the date of any such advance until
repaid by Lessee, calculated as provided in Section 22. Lessor shall have no liability for special, indirect. consequential. or punitive damages
and Lessee sball not ollilet or deduct any direct damages liom any amoU11t due hereunder. Ea<:h remedy provided in this Section or available
to Lessor at law or in equity is cUllllllative, and may be exercised concurrently, wilh each and every other such right and remedy. Lessee
waives any and all rights and remedies which may be granted to It by Sections 508 through 522 of Article 2A of the UCC to tbe
greatest estent pel'lllltted by law. Lessee acknowledges that Lessor may specifically cllselalm any warranties of title or the like
wllb respect to disposition of the Equipment or other collateral.
22. SERVICE CHARGES; ENFORCEMENT EXPENSES; INTEREST: Ifall or any pan ofany payment due hereunder is not received by
charge equal to lhe greater often l:Cnls per dollar of delinquent payment or twenty dollaJs; provided, however, that not more !ban one such
charge shall be made on any delinquent paymont, regardless ofleoglh ofdelinquency. Lessee shall also pay to Lessor interest on any sum
which is delinquent commencing on the due date (or billing date) thereof until paid at the rate of one and one half 1.5% per monlh.
Lessee shall also reimbmse Lessor for any service executed by Lessee or Lessor in favor of such lender or Assignee. Lessor shall also be
enritled to recover all its direct and indirect costs and expenses of enforcing this Lease (including without limitation its and/or any
Assignee's actually "reasonable" attorneys' fees). Lessee stipulates that such acr.ual attorneys' fees shall be deemed "reasonable" provided
that the contingent fee percentage or hourly rate used in computing any such fees do not exceed those normally used by such attorneys in
billing Lessor andfor Assignee for legal services genenllly and any contingent attorneys' fees paid or payable do not exceed one-third
of the to!al amount recoverable limn Lessee. In no event, however, shall any charges in Ibis Section or Lease, or the sum lhereot; exceed
the maximum pennilted by applicable law.
23. GOVERNING LAW; PLACE FOR SUIT; WAIVER OF JURY TRIAL: Lessee hereby (a) agrees that lbls Lease sball be governed by the
laws of lbe slate of IJllnols wilbollt regard to choice of law provisions lbereof, Including all matten of construction, valldlty and
performance, regardless of Ille locatloll of lbe Equipment (b) Irrevocably consents to the jurfsdlctlon and venue of any State or
Federal Court ill llllnols; (e) AGREES THAT ANY LAwsurr ARISING OUT OF THIS LEASE, REGARDLESS OF WHO FILES SUIT,
MUSI" BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS IN ILLINOIS, UNLESS LESSOR AGREES IN WRITING OR
ELECTS OTHERWISE; (d) WAIVES TRIAL BY JURY (to the cxtcnl which such waiver is permitted under applicable law); and (e)
agrees to join Lessor, ii requested, to submit any dispute hereunder to binding arbitration.
24. JOINT OBLIGATIONS; ENTIRE AGREEMENT; BINDING AGREEMENT; NO ORAL MODIFICATIONS; NO WAIVER;
SEVERABILITY: If more than one Lessee is named herein the liability of each hereunder is agreed to he joint and several. This Lease
constitutes lhe entire agreement between lhe parties. This Lease shall be binding upon, and shall inure to the benefil of, each party hereto and
ilS respective representatives, survivors, successors and assigns (and shall bind all persons who become bowid as a "new debtor" to this
Lease, as set forth in UCC Section 9-203 (e). No change or modification hereof shall be effective unless in writing and signed by Lessee and
an Executive Officer of Lessor. Lessor's waiver of or failure to insist upon strict performance of any term, condition or covenant herein shall
not be deemed a waiver of any righlS or remedies that Lessor may then have as to any other default or may thereafter acquir.~ upon any
subsequent breach or default hereunder. Ifany provision of this Lease is detennined to be wienforceable, such provision shall be deemed
to be severed here from ab lnitio and all remaining provisions hereof shall remain in full force and effect.
25. FURTHER ASSURANCES: Lessor may from time to time request, and Lessee agrees to promptly: furnish to Lessor or its Assignee(s)
current information concerning its operations, its and any Guarnntor's financial condition, the Equipment or any other reasonably related
matter and eKecute, or otherwise authenticate, and deliver to Lessor or its Assignee(s) such documents and other records as Lessor or any
such Assignee deem necessary or appropriate to carry out the intent and purposes of this Lease and any Guaranty and protect the rights
and remedies created or intended to be created hereunder or under any Guarnnty, and take flll1her reasonable action as Lessor or such
Assignee may from time 10 time request.
26. NOTICES; TIME OF ESSENCE; HEADINGS: All notices here wider shall be in writing and shall he effective on delivery, if to Lessee, to
the address set forlh on Page 1 hereof by U.S. Mail or courier or overnight delivery service or by confum:d facsimile, or if to Lessor, to its address above,
Attention: President, by prepaid certified U.S. Mail. Time is of the essence oflhis Lease. Section headings herein are for convenience only.
27. USE OF FACSIMlLE: Lessee agrees that Lessor may rely upon the genuineness and conformity to originals of any copy of this Lease
and each other docwnent and agreement contemplated hereby, and all signatures thereon, if Lessor receives the same by facsimile or E-mail in the
ordinary course of its business and it reasonably believes the same to be genuine and sent by Lessee, Guarantor(s) and/or Vendor.
28. EXCESS WEAR Ai'ID USE; DAMAGE REPAIR: In furtherance of and not wilhstanding the maintenance, use and return condition
provisions set-forlh in this Lease, Lessee shall be responsible for all repairs to the Equipment that are not the result of normal wear
and use. These repairs include, but arc not limited to those necessary to repair or replace: (a) tires which are unmatched, unsafe or have
less than 118 inch of remaining tread in any place; (b) clcctrlcaJ or mcchankal defects or malfunctions; (c) Yebicle safcty systems,
including air bag, seat belt and bwnper system componenlS; (d) glass, body panels, trim and grill work tliat are broken, mismatched,
chipped, scratched, pitted, cracked, or if applicable, dented or rusted; (e} interior rips, smins, bums, or worn areas and {f) all damage
which would be covered by collision or comprehensive insurance whether or not such insurance is actually in force. Replacement of sheet
metal must be made with Original Equipment Manufacturer sheet metal. All other repairs must be made with Original Equipment
Manufacturer pans or those of equal quality. Lessee's use or repair of the Equipment must not invalidate any warranty. lf Lessee has not
had the repairs made before the Equipment is returned at the expiration or termination of this Lease, Lessee shall pay lhe estimated cost
of such repain;, even if the repairs arc not made prior to Lessor's sale of the Equipment.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE CAUSED THIS LEASE TO BE EXECUTED IN TRIPLICATE
AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN. THE UNDERSIGNED HAS EXAMINED THE EXACT
VE!UCLE DESCRIBED IN PARAGRAPH ONE AND HEREBY CERTIFIES THAT SAID VEHICLE IS IN GOOD
OPERATING ORDER, SAFE CONDITION AND IS IN ALL RESPECTS SATISFACTORY TO LESSEE, AN'D TI!AT
THE VEHICLE IS ACCEPTED BY LESSEE FOR All PURPOSES UNDER THE LEASE.
By: Gregory Hardy Sy:
?
~eifl*;.,
JL---- <.._____.-H...~..,.,_'!_j S. \
State of
County of before me personally came
On the _ _ dayof_ _ _ _ _ _ _~20__
to me known to be the individual described executed the same.
(Notory Public)
SECOND CITY LEASING LLC
3351 W. Addison
Chicago ll 60618

PERSONAL GUARANTY :
Guaranty made and delivered May 12, 2014 by the undersigned parties hereto, herein called
Guarantor, to SECOND CITY LEASING, LLC(herein called "Creditor''). on behalf of
Gregorv Hardv (herein called "Debtor").
In order to induce Creditor to grant to Debtor such credit (which tem1 shall include loans or leases to Debtor)
all of which is to the economic benefit or advantage of Guarantor, at such time, in such amounts, on such
temis, and with or without security, as Creditor may in its discretion sec fit, without notice to or consent from
Guarantor, and in consideration thereof, Guarantor hereby unconditionally, absolutely and irrevocably
guarantees that irrespective of the genuineness, validity or enforceability of any document relating 10 such
credit or ofDebior's obligations in respect !hereof; whether now or existing hcrcalicr arising (herein called
Liabilities) and of the existence, validiiy or value of any security, Debtor will promptly and fully pay and perform
all obligations with respect to the Liabilities of any security !herefore, wi!h interest and other charges, when
due (whether at maturity or earlier by acceleration or otherwise). Guarantor consents that from time to time,
without notice to or further consent from Guarantor and without releasing or afli:cting its liability hercwider,
the time for payment or performance may be extended or accelerated in whole or in part, any security may
be exchanged, released, enforced, sold, leased or otherwise dealt with without notice to or further consent
from Guarantor and wi!hout releasiug or affecting his liability hereunder, any security may be exchanged,
released, enforced, sold. leased or otherwise dealt with, the provisions of any documcnl~ may be canceled,
compromised, modified or waived, any other Guarantor or surety may be released, and any indulgence may
be granted Dcbror, as Creditor may in its discrelion detennine. Guarantor waives imd consents to the
non-perfection, lapse or disposition of or o!her dealing with any security interest or liens at any time granted
to Creditor as security for any of the Liabilities. No payments by Guarantor except payment in full of the
Liabilities shall cntillc Guaranlor to be subrogated to any of the right of Creditor, other than as waived in the
next paragraph below. Guarantor shall have no right or reimbursement or indemnity whatsoever and no right
of recourse to or with respect to any assets or property of Debtor or to any security for the Liabilities m1less
and until the Liabilities have been paid in full. other than as waived in !he next paragraph below.
Guarantor hereby unconditionally and irrevocably waives and releases any and all claims against Debtor now
or hereafter arising out of or related directly or iudireclly to any of the obligations of Guarantor under this
Guaranty or any liabilities of Debtor to Creditor, including (without limitation) any and all such claims arising
from rights of subrogation, indemnity, reimbursement, contribution or set-off of Guarantor against Debtor,
whether arising by contract or otherwise.
If any payment received by Creditor from any source on account of the Uabiiities is set aside or required to
be repaid, whether in any bankruptcy proceeding or otherwise, 1his Guaraniy shall remain in liill force and
effect (or be reinstated) u111il Creditor has received an retained foll payment of all the 1.iabilitics: and Ouara111or
agrees lo pay any such amount upon demand. Guarantor agrees that it will not transfer imy personal assets
to any party (except gifts of nominal value) without full and valuable consid~-ration for such iransfcr. If Debtor
or Guarantor shall at any time become insolvent or make a general assignment or if a petition in bankruptcy
or a11y insolvency or rcorgani?.ation proceeding shall be commenced by. against or in respect of Oua.ra11lor or
Debtor. any or all of Guarantor's obligations in respect of the Liabilitie.> shall, at the sole option of Creditor,
forthwith become due and payable without notice. Guarantor agrees !hat Creditor may enforce the Liabilities
without resorting first to any other right, remedy or security and the Liabilities shall. unless paid in full, survive
any repossession of any security, whether or not such action constitutes an election of rcmc<iics against
Debtor. This Guaranty cannot be terminated or changed orally and no provision hereof may be modified or
waived except in writing by Creditor; it shall continue in effect until Creditor receives written notice of
termination, which shall not release or aflect Guarantor's liability with respect to Liabilitks theretofore created
and any extensio1is and consolidations thereof; and it is a guaranty of payment and not one of collec1io1i.
EXHIBIT B
This Guaranty shaii be binding upon Guarantor, jointiy and severaiiy if more than one, and its or his respective
heirs, representatives, successors and assigns in favor of Creditor, its successors and assigns.
GUARANTOR HEREBY WAIVES: PRESENTMENT, NOTICE OF DISHONOR AND PROTECT, NOTICE OF
DEFAULT BY DEBTOR, OF SALE OR OTHER DEALING WITH ANY SECURITY AND ANY OTHER NOTICE
TO WHICH GUARANTOR MIGHT OTHERWISE BE ENTITLED, JURY TRIAL, THE RIGHT TO INTERPOSE
ANY COUNTERCLAIM OR CONSOLIDATE ANY OTHER ACTION WITH AN ACTION ON THIS GUARANTY,
AND THE BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING ITS LIABILITIES HEREUNDER OR
THE ENFORCEMENT HEREOF.
GUARANTOR HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF THE FEDERAL AND STATE
COURTS IN THE STATE AND COUNTY OF CREDITOR'S PRINCIPAL PLACE OF BUSINESS LISTED
ABOVE, IN A.''ff ACTION OR PROCEEDING BROUGHT UNDER THIS GUARANTY (IF CREDITOR
CHOOSES TO BRING ANY SUCH ACTION OR PROCEEDING JN SUCH JURISDICTION AND VEl'ilJE),
GUARANTOR AGREES THAT ANY PROCESS, NOTICE OF MOTION OR OTHER APPLICATION TO ANY
OF SAID COURTS (OR A JUDGE THEREOF) IN ANY SUCH ACflON OR PROCEEDING SHALL BE
SUFFICIENTI..Y SERVED IF SENT TO GUARANTOR BY CERTIFIED MAIL, RETUR.t"\I RECEIPT REQUESTED,
TO THE ADDRESS SET FORTH BELOW (AND SERVICE SO MADE SHALL BE DEEMED COMPLETE FIVE
(5) DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID).
THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CREDITOR'S PRINCIPAL
PLACE OF BUSINESS LISTED ABOVE, WITHOUT REGARD TO PRINCl.PLES OR CONFLICTS OF LAW
OR CHOICE OF LAW.
This Guaranty has been duly executed by Guarantor 011 the date set forth above.
Dated: May 12, 2014
(Name of Guarantor)
Gregory Hardy ~ -
~fGuarantor)
(Address of Guarantor) (Social Security Number)
(Home Telephone Number)
State of TN
County of
On the _ _ day of
before me personally came
to me known to be the individual described in and who executed the foregoing instrument and acknowledged
that executed the same.
(Notaiy Public)

3351 W Addison
Chicago IL 60618
DELIVERY RECEIPT :
DATE:
NAME: Gregory Hardy
ADDRESS: 252 Westerfield Drive

Atoka TN
38004
VIN SCBC7ZAODC08268 I
Production Year: 2013
Vehicle Make: Bentley
Vehicle Model: GT Speed
VIN
Production Year:
Vehicle Make:
Vehicle Model:
The Lessee hereby agrees that the above vehicle, is leased from the Lessor. The
Lessor hereby disclaims any warranty or guarantee, expressed or implied.
The Lessee agrees to accept the vehicle in its present {as is) condition. The Lessor disclaims any
and all responsibility for the vehicle's mechanical and physical condition.
May 12,2014
Date
Print Name
EXHIBIT C
Second City l easing, LLC
3351 W. ADDISON
CHICAGO, IL 60618
(312) 881-3133 Office
(312) 881-3308 Fax
Dolivcry Dole: 4/3/20 IS Commcncomonl Dale: 4/3/201s

'l11is LEASE CONTRACT is mndo nnd enlcred inlo nt Chicago, IL, on !ho nbove Dclil'ery Onto by and
botwccn SECOND CITY LEASING, LLC, 335 I W. Addison, Chicago, IL 60618 (hcrcinRcrcnlled "Lessor"), &nd tho following LeS<ce(s):
Grego Hard
252 Westerfield Dr.
Atoka TN 38004
(hcrcinaRer called ''Ltnec''. whclhcr one or more)

1. EQUIPMENT DESCRIPTION AND SUMMARY OF TERMS:
a. Vehlcle(s leased hereunder:
2012 Fcrrori Cnlifonun ZFF6SU A6CO 186086 9,900
YEAR MAKE MODEL VIN ODOMETllR
YEAR MAKE MODEL VIN ODOMl'.TER
h, 'J'erm: 48 month from nnd ofter lhe Commencement Ont.

e. Pnyment lnformntiom
Monll1lv rent $ 3, 190.92 Excess Uso Ren!, Ccnls per mile: 2.25 $ -
If Vehicle Mileage Exceeds s 23,900 -
Prcmnture Tenninnlion l'nclor $
Residual Vnluc/ Purch&sc Oolion $ S0,000.00
Snk end/or Uso Tnx s 223.36 llt:CEIVEDTlllS DATK FROM LESSEF.: $ -
Down l'aymenl s 3S,000.00
SRles Tnx on Down Poyrnent $ 2,450.00
Oiherl'ccs
Ad1nnco Pnvrnonls l Ist il"lind lest ll'O'lnonlh rent) $ 6,828.56
Solos Tax nt Inception $
Acquisition l'eo $ 69S.00
Totnl Monthly Rent s 3,414.28 Totnl Rectived s 44,973.56
2. LEASE: Lossor leases to Lessee, nnd Lesseo leascs from Lessor, tho vchiclc(s), eqtupmonl nnd 01her properly doscribcd nbove (the "Equipment"),
upon the tenns sci forlh in !his agreement ('Lease"). l11is Lense consis1s ofnnd includes nll lenns, condi1ions, nnd
infonnntion sci forlh herein and in ell oxhibils, riders, nnd eddondn now or herenfter executed by tho pnrlios, nll of which
ore incorpomted herein by this reference.
3. TERM: 1110 "Term" oftl1is Lcnse shnll comnten<:c on the dole indicntcd above as lhe Commencement Dalo
(llto "Commencemelll Dale") and shnll co111inue for tl1e nrnnber of monlhs specified ns lho Tenn nbol'o (unless renewed
or earlier tonninaled in nccordonco wilh tho provisions hercol) nnd in nny e1en1 1mlil Lessee hos paid all amounts nnd pcrfonned all i1s
oblige1ions due hcrewtder. Unless otherwise indicated above, tho Comme1teement Dnle shnll be !he date or oxecnlion nnd delivery or this
Lonsc.
4. RENTS: !tent nnd npplicable Tnxos (ns hereinaRer defined) shnll be paid by 1ho Lessee in mon1My instnllments es sci for1h above nnd shull bo duo
in ndvnncc commencing on the Conuncncement Dato end on the snme cloy or ench cnlendnr montl11herenftcr during I he Tenn.
S. ADVANCE PAYMENT; DEPOSIT; PAYMENT 01' TAXES AND OTHER COSTS: Lome shnll mnke !ho Advance Payment (if any)
when it signs and submils Ihis Lease to l.cssor. Absent nny Event or DefRull, Lessor shnll apply Mo111hly Rents included in such Advnnce
Pnyment to !he first nud/or last Montltly Rent periods as indicated nbovc and promplly rcfimd to Lessee nny Sccurily Deposit held by it when !he
Tenn ]lires nnd Lessee hns filtfilled ell ils obligations hereunder. If nn Event of DefRuh occurs, Lessor may &pply tho bnlnncc of tho
Advnncc l'uymenl ns liquidnted dnmogos pursuant to Section 21 hereof nnd retnin lho snmc for ils sole nccount. Lessee shall pny Tnxes and
all olher cosls related to ownership or uso of tho Equipment for tho entire Term. Lessor shnll not pay intercsl 011 tho Advance Payment. 1110
Advance Payment may be commingled wilh Lessor's 01her fimds.
6. UNCONDITIONAL OBLIGATIONS: LESSEE ACICNOWLEDGES AND AGREES THAT, FROM AND AFfER TllE COMMENCEMENT
DATE, THIS LEASE SHALL DE NON-CANCELABLE nv LllSSEE AND RF.NT ANl> ALL OTHER SUMS SPECIFIED llER1N SHALL
DE ABSOLUTELY AND UNCONDITIONALl.Y PA YA OLE AND NOT SUBJECT TO AOATEMENT, REDUC.'TlON, SETOl'F, DlWENSE,
EXHIBIT D
'
COUNTERCLAlM OR RECOUPMENT FOR ANY REASON \VHATSO:EVER INCLUDING, \VITHOUT LIMITATION,

ANY PAST, PRESENT, OR FUTUR~~ CLAIMS\VHICH IT MAY HAVE AGAINST LESSOR, ANY OF ITS PERMITTED
I
'
~
ASSIGNEES (EACH AN "ASSIGNEE"), THE MANUFACTURER OI~'fHE EQUIPMENT (1 1i\IAKER") OR SELLER OF THE
EQUIPMENT {"VENDOR 11 ),
7. DISCLAIMER OF WARRANTlES: Lessee 11dmowledgcs 11nd agrees tl111tit alone s~lcctcd the 1Zq11ipmcnt, MRker, and Vendor,
witheut any assistance or advice from Lessor nnd Lelis or made no representnfion nr w11rr11nty lo it, cxpr<:Ss, or implied,
![
,,
ns to the Equipment's condition, 111crch1111111blli1y, filnus, or suit11hillty for 1my particul11r 1111rirnsc, dcsig<t, c11p11dfy, q\llllity1
or ch11r11cterislks. Lessor discfaim~, nml Lessee flgr1>ES tb11t Lessor and any A&signee shall not hnve 111\y Ji11bility to Lessee
for nny loss, cost, or damage {lndudi11g, wlthout limitation, consequential or inddental damages) suffered or h1cmred by it,
directly or indirectly, from the purdrnse, leoseJ operation, use or loss of use or tho Equipment or fol' nny represe1Untions
or warranlies or Maker or Vendor.
8 DELIVERY; INSPECTION; ACCEPTANCE: Thu Lesseu shall, at Lessee's sole expense, be responsible fot!okingde!iveiy
and possossion ofthe Equipment. Lessee agrees that it shall nol l!nve or tnake any claim against Lessor or any A5signee for any
delay in delivery ot condition of the Equipment By executing !his Lease, Lessee agrees !hat if has (a) 11nconditionally accepted
the &iuipment "us i~'' and with all fonlts (whether known or unknown) nnd (b) waived nny right to cancel or repudiate !his
Lease, rejecl the Equipment or reseiud acceptam:e !hereof, accept partial delivery thereof, purchase or lease subs!it11!e equipment, and/or
seek specific perfommncc against Lessor.
9, FINANCE LEASE: Lessee aeknowlcdges that both parties hereto in1end this Lease to qualify as a ''statutory finru1co lense" under
Article 2A of the Unifonn Cmrunercinl Code (the "UCC"). Lessee also a.ckuowledges that, pursuant to such Article, an warrnmy
nnd olhH rights under Lessor's purchase contmc!(s) for the Equipment agaillst Mal<:or and/or Vendor are enforceable directly
by Lessee and that Lessee is irrevocably obligated to pay ren! without canceilalion, tcnnination, modificntion, repudiation,
excuse, or substin1tion, to Lessor and its Assignees. Lessee acknowledges thnt Lessor is neither the Maker nor !he Vendor
(or 11 supplier of or dealer in) the Equipment and has iustrncted Lessee to contact the Vendor directly for any explanation
of its warranty and other rights.
10, USE; MAINTENANCE: Lessee shall use !he Equipmen! only in tin~ conduct ofLossce's business ii1 the United States and
only for lawful purposes. The Equipment shall not be used in the tnmsport ofrirnterial designaled as e:tra bazardo11s, radioactive,
flammable or explosive, without Lessor's prior written consent. Lessee will pennit the Equipment to be operuted only by safe
and careful drivers who are qualified and properly licensed h1 accordmice with the laws oftlie j1trisdie!ions where the Equipment
is used. All operators of the Equipment will be conclusively presumed to be the agents, cmploy~es, or servants of the Lessee and no! of
Lessor. Ui:io11 receipt of notice from Lessor that any Equipment is being used illegally, negligently, recklessly, enrelessly. or
nb11sively, Lessee s\1111! promptly 1ake such steps as may b('l necessary lo stop and prevent the recurrence of any such improper
use. Lessee shall in alt respects comply, and e!lusc all persons operatin11 !he Equipment to comply, with nil npplicabfo rnquirunmnfs
oflaw relating to the licensi11g:, maintenance, and opemtion of the Equipment and wilh all tenns and conditions of
policies of insurance relating to the Equipment. 111e Equipment shall be pc1mancntly garaged at the Equipment location indicated
above mid Lessee slmll immediately no!ify Lessor of any change !herein. Tl1e Equipment sh111l be rn11imaine<l in accordance with
the mauufoctmer's recommendations, the provisions of this Lease inclmling Section 28 below, Md otherwise in condition satisfacto1y
to Lessor. Lessee shall pay all costs of operation and maintenance oft!ie. Equipmell\ includi11g not limited to fuel, oil, grease,
repairs, maintenance, tires, tubes, storage, parking, tolls, fl11es, and pennllics. Lessee sh;ill rcimbMe Lessor for m1y operating or
rn~intenm1ce expenses required to be paid by Lessor. If tires or parts are reurnvcd or become wom or damuged, Lessee shall
provide comparable repfacements therefor and such replacements shall become 1mrt oflh1,1 Equipment. Lessor may inspect the
Equipment and Lessee's books nnd records relating thereto at any rime during Lessor's 11onnal business hours. Lessee shall not
alter any Equipment unless such alteration is required by faw.
11. TITLE: The Equipment shall include all improvements, additions, !'ep!acei11ents nnd accessories thereto and is and shall remain
Lessor's sole property. Lessee shall require no right, ti!le, or interest therein (except as C:press\y provided to the contrary herein).
Lessee shall, at its expen~e, maintain the title and registration in the name of the Lessor or ns Lessor ~hall otherwise direct.
Lessee olso, without linllting the foregoing obligations, hereby grants lo Lessor n power ofattomey for snch purposes 11nd ;ig.rues
to execute any fur1l1er docwnentation requested by Lessor to effecnmte same. If this L~ase is deemed a lease for security,
Lessee (i) grants Lessor a purchase money security imerest in tl1e Equipment, Security Deposit, prepaid 11m01mls and proceeds
lhercef(includillg withou! limi(ation insurance proceeds) and (ii) agrees that its repayment ofthc amounts ofsuch fomncing
shall npply on 11 "fustin-firstout" basis so tl111t the portions of the ammmls of snch financing used to purchase such item orileins
of Equipment or other co!latcml slin!I be deemed rcpaid in the chronological order oflhe use of such amounts to purclrnso 1he same.
Ifthis Le11~i; is determined to be a lom1 and nny portion ofthe rent lo he interest, then, without waiving any contrary claim, defense or
provision hereof, lessee shnll en!itlcd ton prompt refund of any emmmt paid hereunder which exceeds the mrodmum lawful amount
whicl1 may bo chnt'ged as interest.
12. L!BNS;TAXES: All -rents and other sums pnyable by Lessee hereunder shall be "NET" !o Lessor. During the 'fem1 hereof, Lussee
s!mU {a) keep !he Equipment and this Lease free of all liens, encrnnbrnnccs and interes!s (otlrnrthan tl1ose cre;1tcd by of in fa\'or
of Lessor) and {b) and pay when due all "T11xes", meaning all (i) sales, use, property, excise, mid other taxes, (ii) recording, license,
registrntion, tilling. and other foes, (iii) fines mid (iv) interest, penaltie:;, and other charges, in each case now or herenf\er imposed
by any jurisdiction upon Ille ownership, possession or use of the Equipment (including all Taxes on Lessor, other those imposed on,
or measured by, its net income). At its option, Lessor may estimate arnma! personal property !ax and 11dd that to 1he monthly payme111s
due from Lessee. In such case, Lessor will prepare and file the applicable tax: re him and Lessee slmll pay Lessor an annual fee for
administering and processing such taxes and returns.
13. RISK OF LOSS: Lessee shall bear al! risks ofloss, damage, theft, and dcstruc!ion to !he Equipment from any cause whatsoever
("Loss"). No Loss shall relieve the Lessee ofmiy ofits obligations under this Lease. WWiin ten (10) days of any Loss, Lessee shall notify
Les sot in writing, of such Luss and, al Lessor's election, either promptly rt:store the Equipmunt subject to such Loss to good working
order and condition or replace !he same with comp~rnble equipment in sucli condilion and acceptable lo Lessor in its n::a~onable
disuetion, or immediately pay Lessor Uie "Stipulato;d Loss Vaine" of the Equipment. ("SLV"). 11111 SLY shall be an amount equal !o or
greater of(i} the $1un of(x) all amounts accmed but u11paid hcrcm1dcr up to the date of the Loss and (y) the present value at such date,
discounted al 2%, of all 1mpaid amounts due hereunder for ihc lialance of1he Tenn and (z) Lessor's msid1m[ interest equal to one hundred
perocut (100%) ofLcssee's purchase option price herew1der for the Equipment as set forth in Section 17 b~low, or(ii) Lessor's total costs
of purchasing and making a\ailable the Equipment to the Lessee, plus taxes and al! other charges ("Lessor's Total Cost"). Upon Lessofs
receipt of the SLV and applicable Taxes, it shall convey li!le to the Eqoipment to the Lessee "as fa-where is" 1utd wi1hout warranty.
14. PRE-AGREED AMENDMENTS; POWER OF ATTORNEY: Lessee Jierehyirrevocablyappoints Lessor as its attorney-in-fact, with a
power coupled to its interest for the Tcml hereof, to do imy or 1111 of the following; (a) 11mend !his Lease, ony exhibit, schedule or rider hereto
and any related UCC and other filings to date mid corrplete tlie same (e.g., insert serial/VIN numbers, other idenlifying dot a and the cost
for lhe Equipment); (b) Jlle this Lease in litu of or in addition to UCC financing or notification statements where Lessor deems nec<:ssary;
(c) sign, or otherwise nuthenticate and file on its belialf:my docwnenls deemed necessary by Lo;ssor to perfect or pro!ect its or nny
Assignee's interests i11 the Equipment and/or this Lease, including any UCC financing statements, title imd registrn!iou fili11gs and lien
waivers as reasonably may be i:equired by Lessor iil connection with any change in circumstances relating to Le~see, lite Equipment or
otherwise; and (d) endorse or negotiate for Lessor's benefit any third-party check made pay11b1c to Lessee for monies owed to Lessor
hereunder (includingwilho11t limitation any check for proceeds ofinmrancc on the Equip1mmt). Lessee shall pay nll costs of
any filings described in this Section.
15. INSURANCE: Less co shall oblain and maintain, at its sole expense, ins nm nee against loss, lhefi, damage, or deshuction of1he
Equipment in an amount at least equal to !he greater ofLessofs Total Cost or !he SLY (with Lessor and any Assignee named as an insured
and the sole loss payee) aud liability (including nu to u11d non-trucking lfobility coverage) insurance for bodily injucy and property damage
to others inuri11g Lessor, Lessee, and m1y Assignee as additional insnred's, individually and severnlly against loss or liubilily ruising from
the Equipment's condition, use, or operntien. EHch sucl1 policy shall expressly provide that no act, omission, or neglect by Lessee shall
invalidate or tenninate Lessor's or arty insured Assignee's coverage thereunder and that such policy slmll not be canceled for Lessee's
non-payment of the -premiums lheroforwithout thirty (30) days' prior written no!ice to Lessor and any such Assignee. Lessee shall maintain
rnch policies in fonn and amounts, imd with insurers, acceptable to Lessor. Withoot limitiug tho foregoing, such liabilityinsurnnce shall
have mini1l1\Illl limits of$500,000.00 per occurtc11cc for h[Jdily injoiy or dea!h lo any one person. Prior to 1he Commencement Date and sixty (60) days
111ior to expir:itfon of any such policy, Lessee shall dcHv~r 10 Lessor pruof(e.g., a policy or certificate) that such insurance is continuing in
clfe<:t. If Lessee fui!s 10 provide or maintain sud1 insumnce, Le~sor may (but shal! not be required to) obtain rim smne with insurer(s) of
Lessors choice, nil cos ls of which Lessee shall immediately pay upon being billed by Lessor. Lessor may tenninate auy inst1mnce coVl.lmge
it so arranges wi1hout notice or \iahiliLy to Lessee. Because of increased risk to Lessor when lhe Equipment is not insured, Lessee agrees to
pay Lessor a non-coverage clmrge equal to one qtmrter of one percen1 ofLessOr'$ Toi.fl] Cost for each monlh until Lessee provides proof of
insurance. Despile such non-covemge c!mrges, Lessee shall no\ have any rights to i11surn11ce benefits from Lessor and shall remain liable fur
all Losses, as such charges are !lot i11 lieu of tho required insurance.
16. INDEMNITY: Lessee shall indemnify and ho!d hannless Lessor, and its successors, assigns, agents, employees and servants, against
any claims (including tort, strict liability rtnd/or any o!her clm:m for property damage, injury, or dcuth), aclions, damages, or liabilities,
including attomeys' fees, arisillg from or related to this Lease and/or !he delivery, possession, leasing, financing, ownership use, operalion
condition, repair, inain!cnunee, servicing, alteration, replacement, storage, return or disposition of(he Equipment. regardless of cause.
This indemnity shall survive expiralion, cancellation or 1cm1ination of this Lease. Lessee, at lessor's request and upon such temJS as Lessor
slml! reasonably designate, shall asmunc, al Lessee's sole expense, the defense of any and o!J snch nmtters indemnified hereunder with
counsel acceptable to Lessor. No senlemcnt of any such matter shall be made IJy Lessee without Ltlssor's prior written consent (not to be
11nreasonab\y withheld).
17. RETURN OR PURCiiAS~ OF EQUIPME:NT; RENE,VAL OF TERM: Provided no Event ofDcfault hn'> occurted and is continuing, Lessee
shall hnve the option, exercisable at its discretion !lt the end oflhe Tenn, to purchase the Equipmen! for !he ngrced upon purchase oplion price
set fmth nbove, plus all TaKes (the "Purclmse Option Price"). Jn tho event Lessee fuils to exercise said option to purchase the Eqoipment, then at 1he
axpirntion or 1enniimtion of1his Lease, Lessee shall rel um lite Equipment at such location as is designated IJy Lessor. T11c F,quipment sh111\
then he complete t111d in Ute same condition as when delivered to Lessee, reasonable wcnr and tear from 11onn11I fmd proper use excepted
and 01henvisc in compfomce with the requirements of Sections lO and 28 hereof, toge-thet with all license plo!es, rel,!;istrn!ion cc1tific11tes and
other documents relatiug thereto. Failure to return I.he Equipment in the condition requifed hereby may result in Lessee being charged for
excessive weHr Hnd dmnagc. Jfrequcsled by Lessor, Lessee, at its expense, will sloro the Equipment on its premises for a reasonable period,
not e>.:ceedi11g sixty(60) days, during which !he Eq11ipment shall be subject to all of1l1e lenns and conditions 11ereof except !be obligation
to make mon1hly p11yinents. Lessee shall give Lessor written notice ofi1s intended exercise of any pnrch~se option or return of the Equipment
not less th11>I five (5) days prior to the end of the Initial Tem1 or any Renewnt Teno. If Lessee fails lo give such notice and return the
Equipme!ll as provided in this SectiorJ or purchase the Equipment as may be provided herein, the Tenn hereof shall automatically be extended
for successive one (1) month periods (each, a "Renewal") upon the Monthly Roni and olhcr ten!L'I as provided in !his Lease until Lessee (lives
such notice and returns or purchases the Equipment Notwi1hst11nding anything contain~d herein to !he contrary, upon the eiq1iration or
tcnttiM1ion of this Lease for imy reason, regardless of whether lessee exercises its option lo pnrehase the Eqtdpment hereunder, Lessee
shall pay to Lessor a lease end tennination foe of$0.00 in addition to any and all other nntounts due hereunder.
18. ASSIGNMENT; SUBLEASE: Lessee shall not, transfer, assign, or ~ublcase any in!eresl it has in !lie Equipmentwilhout Lessor's nnd any
Assignee's prior wriUen consent (wl1ich Lessor may condition or withhold in its sole dfacre!ion and which, if given, slrnll not release Lessee
from any of its obligations here\mder). Any such sale, lransfer, assignment, or sublease to which Lessor or any Assignee docs 11ot consent
shall be void and conslitule an Event ofDefoult hereunder. Lessor may, wi1hou! notice to or consen! of Lessee, sell, transfer or assign, ils
interest in the E:q1.1ipment, this L<:nse, and any or all swns payable by Lessee hcreundar. If!.cssordoes so, t:aeh s11ch lransfcree shaU lmvc
alt rights transforrcd by Lessor but none of its obligatio11s herew1der {unless such trai1Sforee expressly assumes tl1e same). Lessee
covenan!s that it shall 1101 assert any defunse, counterclaim, or sctoffthat ii may have against Lessor against any such lransferee and agrees
to honor any wrillen imtmct[on ii receives from Lessor (or from Lessor and such transferee} redirecting futuro rents orolher payments due
from it hereunder. Lessee ngroes that no such tnmsfur shall malerinlly change its duties or obligo1ions herern>der or materially increase its
IJurdcns or risks.
19. REPRESENTATIONS; \VARRANTIES: Lessee represents and warrants that; (a) its ful! mid acc11rnle toga! :name is as :first provided
above: if other lhan an individual, it was duly orguitized under the faw~ of I he jurisdi<:tion specified below the signature of Lessee, and the
organizational uumber assigned lo Lessee by such jurisdiction is as specified below Lessee's signature; Lessee, if other tlmn m1 individual,
validly exists in good stnnding in all states material to its business and this Lease; (b) this Lease has been duly authorized, execuied and
delivered by Lessee and does and shall 1;011stitute its valid, legal, and binding agrwmenf. enforceable in accordance with its tcnn'I; (c) it
entered in lo this Lease solely for the contrnch1al rights and benefits disclosed herein; (d) all statements made, and docmnents fun1ishcd,
by it ur on i!s bclm!fto Lessor {or to any red it reporting agency upon which Less<lr may rely) are !rue, correct, complete and t
non-misfoadiug: ll1 all material respects; (e) no pending legal notions do or may ma!erialty adversely affect its furnucial condition or
business; (f) it doM uot usc any trade name except 11s set forth on Pnge l hereof; g. il5 operation of the Eqnip11tent will not create
'
environmental risks or hazardous materials; and (h) the foregoing (b) d1rougl1 {g) are true as to each Guamn\or hereof. Lessee acknowledges
that no broker, salesman, or supplier is an agent of Lessor nor are they autliorized to waive or a!tor any tenn of this Lease. llicir
representations or agreements sliaU in no way bind Lessor or affect Lessee's obligations hereunder.
20. DEFAUL1': An "Event ofDefuolt" shall exist heretmderwhcn and if; a. Lessee fails to pay, when due, any rent or o!her s\un due
hereunder or perfonn or observe any other tenn, condition or covmmm hereof and such fuilure continues for five (5) day$; or(b) any of
Lessee's representations in Section l9 <>f any statement of Lessee iii its op plication for or perfurmancc of this Lease proves to have bce11
incorrect in anymaterfol respect when made; (c) Lessee becomes ingoJveut; cease~ to e:cist as a going conccm; tenuitmtc~ i!s independent
operations by reason ofnny discontinuance, dissolution, liquidation, muger, or s11le ofsubstnntially all ofils assets; makes a ge11cral
assignment for its creditors' bm1efi1; acknowledges its inability or i;cases to pay its dcbb as they mature; files a petition tmder federal
ba.nknlptcy laws or any similar state Jaw or hos filed against it a petition under such laws, or has n receiver or trus!ee appointed to take
possession ofiro assets, and such peHtion or appoinhne11t is not dismissed within sixty (60) days; abandons, or pen nits any other per.son
to use, !he Equipment; suffers any material adverse chnuge in its finances or opcrutioas; or defuulls under nny other agreement with Lessor:
(d) any material poitfon of Lessee's inventory or assets is levied upon, seized, t1ttached or transferred in bulk or offored for sale or
sold, encumbered. or lttm$furred other than in the ordinary i;ourse of its business or as permitted by this Lease; Lessee foils to give Lessor
at least thirty {30) days notice prior to any change in ils name, jurisdiction or organir.ation or address ofits chief executive office; (e) m1y
of Hie forcgofog occur as lo any Guarantor; (f) any Guarantor dies or revokes Cit attempts to revoke his/her Guaranty hereof; or
(g) any default shall occur and be continuing with respect to any other obligation or indebtedness owing by Lessee, any
Guarlliltor or any affiliate ofLcssco or Guarantor, lo tessor or any affiliate of Lessor.
2 L REMEDIES: Upon an Event ofDefuult, Lessor shall be entitled to oxcn::ise any one or more ofclie fo\lowing remedies, eoneurnmtly or
severally, without no!ice I<> Lessi;e (except as required by applicable law) and without being deemed to have mnde an eleclion of remedies;
(a) require Lessee to ussemble the Equipment nnd sum:nder it as required iii Section 17; (b) enter upon Lessee's premises and oi1l1or
repossess and remove the Equ!pment, or render it rnrnsable without its rcmo,al, without stmtmary or other legal process and without civil
or criminal liability therefor; (c) re"lease 1hc Equipment lo m1y third party, or sell the Equipment at private or public sale (at wliich sale
Lessor may be the purchaser), upon such rnm1s and conditions which Lessor in its sole discretion deems to be commercially reasonublc;
{d) immediately declare due a11<l payable, and rccovet from Lessee, as liquidated damages and not as a penalty. the total of all sums due but
1mpaid hereunder up to the date au Event ofDefuult occurs or is deemed to have occurred hereunder (the "Default Date") plus the
present values, as ofsucb Date, discounted al 2% per annum, ofal! $1Ulls which are unpaid hereunder for tho pcriCld from such Date to the
end of the Temi, plus Lessor's re.<iidual interest in the Equipment equal to one hundred percent (100%) of Lessee's Pnrch~so Option Price
(bni llt no evenl less than Lessor's Total Co.It), minns, the net proceeds, if any, uctunlly received by Lessor front its re-lease, sale, or other
disposi!ion of the Equipment; (c) cancel or tcrminute tl1is Lease and re!ain uny and all prior pt1ymen1s paid by Lessee as liquidated dmnages
and not as a penalty; and/Qr (g) exen::hc 11\l other rights and remedies available I<> Lessor at law or in equity, including withoul limita1ion
the renwdies in UCC 2A~523 (!). If not foe is required prior to any sale of the Equipment, Lessee agrees thnt fi\e (5) days prior written
notice sent as provided ll1 Section 26 shall be deemed reaso11able and sufficient. Lessor may, bul fa not required to, make advances lo cure
any delimit by Lessee hereunder and to be reimlrnrsed by Lessoo therefor wi!h interest thereon from the dale of any sucll advance until
repaid by Lessee, calculated as provided in Sei;tion 22. Less<>r shall have no liability for speeiul, indirect, i;onscquentia!, or pm1itive daina11es
aml Lessee shall not offset or deduct uny di,ect damages from any mnoun! due hernunder. Eeclt remedy provided in this Section or availablo
to Lessor at law or in equity is cumulative, il!ld may be exercised concurrently, wilh each and eve!)' other such right and remedy. Lessee
waives any and all rights and rcm~d!es whidt may be gran!cd to it by Sections 508 thrO\lgb 522 of Article 2A of the UCC to tile
greatest extent permitted by Juw, Lessee 11eknowledges that Lessor may s11edik11lly disdaim any warranties of title or the lil<il
with respci;t lo disposition <>ftlte Eq11ipmcut or other collateral.
22. SERVICE CHARGES; ENFORCEMENT EXPENSES; INTEREST: !fall or any part of any payinenl due hcn::under is not received by
Lessor within five days of its due date, Lessee agrees, so 115 to compensate Lessor for its costs and losses, to pay to Lessor a service
charge equal to \he greater often eeats per do\lm of delinquent payment or twenty dollars; provided, howewir, that not more than one sucli
clmrgc shall be made on nny delinquent payment, regardless ofleng,1h of dolinqueney. Lessee shall also pay to L<Jssor interest on any sum
which is delinquent commencing on Ebe due date (or billing <late) thorcofunlil paid at the r.ite of one mid one half 1.5% per month.
Lessee shall also roimbu.rso Lessor for any service executed by Lessee or Lessor in fovor of such lender or Assignee. Lessor shall also be
entitled to rci;over all ils direct nnd indirect costs and expenses ofo11forcll1g tl1is Le Me (including without limitation its and/or any
Assignee's actually nreasonable" a1tomcys' fees). Lessee stipulstes that such actual attorneys' fees shall be deemed "reasonable" provided
!hat the conlitigent fee percentage or hourly rnte used ll1 computing any such foes do not exceed those nonnally used by such attorneys in
hilling Le.;sor and/or A11si&nc<J fur legul services genemlly and any contingent attomeys' fees paid or payable do not exceed one-third
<>fthe totnl amonnt rccovcmbte from Lessee. In no event, however, shnll any charges in 1his Section or Lease, or the sum thereof, exceed
the ma:dmwn pem1itted by apph'cable law.
23. GOVERNING LA\V; PLACE FOR SUIT; WAIVER Of JURY TRTAL: Lessee hercily (a) agrees that !his Lease shall be governed by the
hnvs of the stale of Illinois without regard to choice of law provbions th~rcof1 Including nll nrn.l!crs of i:onstrnction, v11lidity and
perforurnnc(.', regardless of the location of the Equipment (b) irravocably consents lo the jurisdiction nm! venue of any Slate or
Fl:'dcral Court in Illinois; (c)AGREES THAT ANY LA,VSUIT AlHSlNG OUT Ol<'THIS LEASE, REGARDLKSS OF \VHO FILES SUIT,
MUST BE BROUGHT ONLY IN THE STATE OR FEDERAI, COURTS IN ILLINOIS, UNLESS LESSOR AGREES IN \VRITlNG OR
ELECTS OTHERWISE; (d) WAIV~S TIUAL DY JURY (lo the tent wl1kh such wolver is 11orml1ted under n11pllcnblc lnw); nnd (c)
n&rees lo join Ltssor, ifroquuted, to submit nny dlstmle hc1euudc1 to binding nrbltrnllon.
24. JOINT OBLIGATIONS; ENTIRP. AGREEMENT; BINDING AGREEMENT; NO ORAL MODIFICATIONS; NO WAIVER;
SEVERARILITY: Ifmore tlmn oue lessee is named herein Ilic liability ofeach herew1der is Bb'fee<l to be joint and several. 111is leose
constilllles the entire agreement between the parties. 111is Lense shall Ix: binding upon, nnd slmll inuro lo tho benofit of, cnch pnrty hereto and
its respective r~preseutatives, survivors, successors end assigns {ond slu\11 bind nll persons who bccomo bound ns n ncw debtor* lo 1his
Lease, os sci forth in UCC Section 9-203 (c). No change ormodiacntion hereofshall be effective unless in writing and sigued by Lessee llnd
nn Executive Officer of Lessor. Lesso~s waiver ofor fitilure to insist upou strict perfonnance of any tcnn, condiliou or covenant herein hall
nol be deemed a waiver ofany rights nr remedies tho! Lessor mny then lmvo ns to nny other default or mny therenOer ncquire upon ony
subsequent breach or default hereunder. If ony provision of this Lcoso is dctennined to Ix: unenforcenble, such provision shall be deemed
lo be severed here from ob ill/till nnd nil rcmnining provisions hereof shnll rcmoin in full force nnd effect.
25. FURTHER ASSURANCES: Lessor moy from time to time request, ond Lessee ngrees lo promptly: filmish lo Lessor or its Assigncc(s)
current infonnnlion conceming its operntions, ils ond nny Ounrnnto~s finnncinl condition, the Equipment or nny othor rensonnbly related
mnllcr nnd cxecnlc, or olhmviso nuthc111icotc, nnd deliver to Lessor or ils Assiguee(s) such documents nnd other records as Lessor or nny
such Assignee deem necessary or npproprintc to cnrry out the intenl n11d putposu ofthi Leose and any G11nro11ty and protect the rishls
n11d remedies crented or intended to be created hereunder or under ony Gunmnty, ond toke further rensounblo nction ns Lessor or snch
Assignee may from time to time request.
26. NOTICr:S; TIME OF ESSENCE; HEADINGS: All notices here1mder shall be in writing and shll be effective on delivery, if to Lessee, to
the nddross set forth on Pngo I hereof by U.S. Moil or courier or ovemighl delivery service or by confirmed facsimile, or iflo Lessor, to its nddross nbove,
Attention: President, by prepaid certified U.S. Mail. Time is oflhe essence of this Lease. Section hcndings herein nro for convenience only.
27. USE OF FACSIMILE: Lessee agrees thnt Lessor may rely upon tho scnnineness nnd confonnity to originnls orany copy of this Lease
nnd eoch other document and ogreemolll contemplntcd hereby, nnd nll signot11ros thereon, if Lessor receives the same by fncsirnile or Emoil in the
ordinory conrse of its business and it reasonably believes tho same to be Hennino end sent by Lessee, Ouorontor(s) nnd/or Vendor.
28. EXCESS WEAR AND USE; DAMAGE REPAIR: In furtherance ofnnd not withstanding tho mnilltononco, uso nnd ren1ni condition
provisions set forth in tltis Lease, Lessee shall be responsible for oil rcpnirs to the Equipment thot nro not the resull ofnonnal weer
nnd use. 1l1ese repairs inclnde, but ere not limited to those necessary to rcpnir or rcplnec: (n) tiros which nre 1111motched, munfe or have
less than 1/8 inch ofremaininH trend in nny pince; (b) electrlcnl or mcchnnlcnl defects or 111alrw1ctions; (e) vehicle sAfety systems,
including air beg, seat belt and bumper system componenls; (d) gin!!, body pnncls, trim nnd grill worl1 thel ere broken, mismatched,
chipped, scmtchcd, pitted, cmcked, or if npplicable, dented or n1Sled; (e) lnlcrlo1rip" steins, burns, or wom nreu nnd (I) nll dnma2e
which would be covered by collision or co1nprehensh'C insurance whether or not such insurnncc is nctuolly in forco. Replncement orsheet
metnl must Ix: mode with Originnl Equipment Mnnnfecniror sheet metnl. All other repoirs must be mode with Oriuinol Equipment
Mannfoc1nrer pons or lliose or equal quolity. Lessee's use or repair of the Eqnipment mnst not invnlidnto nny wnrmnty. If Lessee hos not
l1od the repairs mode beforo tho Equipment is retumed ot the expirntion or tenninntion oflhis Lonso, l.osseo sholl pny lho eslimoted cost
ofsnch repairs, even irthc repairs nro nol mnde prior to Lc!So~s snlo of tho Eqnipment.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE CAUSED THIS LEASE TO BE EXECUTED IN TRIPl.ICATE
AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN. HIE UNOITRSIONED llAS EXAMINED THE EXACT
VEHICLE DESCRIBED IN PARAGRAPH ONE AND HEREBY CERTIFIES THAT SAID VEHICLE IS IN GOOD
OPERATING ORDER, SAFE CONDITION AND IS IN ALL RESPECTS SATISFACTORY TO LESSEE, AND THAT
THE VEHICLE IS ACCEPTED BY LESSEE l'OR ALL PURPOSES UNDER nm LEASE.
By: By: Second City Leaslns. LLC
(signature) (sl~cr=
State or
Conntyof before me personally come
On lhc _ _ dayof _ __ __ __ _. 20__
lo 1ne known to be the individual described executed the some.
(Notnry Public)
3351 W. Addison

Chicago IL 60618
PERSONAL GUARANTY
As an inducement to the granting of any loans, advances, leases or financial accommodations

previously, now or hereafter made or granted by Second City Leasing, LLC ("Creditor") to or for the account of
Gregory Hardy ("Obligor"), under any agreements, notes, leases or documents between
Creditor and Obligor heretofore, now or hereafter executed, or under any agreements, between Obligor and another
person or entity, which were or will be sold, transferred or assigned to Creditor (collectively the "Agreements"), the
undersigned ("Guarantor") hereby unconditionally, absolutely and irrevocably guarantees to Creditor (i) the timely
payment of all sums which may in any manner whatsoever be presently due and owing and of all sums which shall
in the future become in any manner whatsoever due and owing to Creditor from Obligor under the Agreements
whether by acceleration or othe1wise (collectively, the "Liabilities"); and (ii) the due performance by Obligor of all
its obligations under the Agreements.
Guarantor also agrees: (a) that this Guaranty is DIRECT, ABSOLUTE AND UNCONDITIONAL
and may be enforced against Guarantor without (i) requiring Creditor first to resort to any other right, remedy or
security or (ii) regard to the validity, regularity or enforceability of any obligation or purpot1ed obligation ofObligor
under the Agreements or othetwise; (b) that this Guaranty shall not be impaired by any modification or extension of
the Agreements or any other agreement between Obligor and Creditor, nor by any modification or release of any of
the obligations hereby guaranteed or of any security therefor, nor by any agreement or arrangement whatsoever with
Obligor or anyone else nor by Creditor's failure to properly perfect its security interest in the collateral (whether
intentionally or through Creditor's acts 01 omissions), if any, securing the Obligor's obligations under the
Agreements, and Guarantor consents that from time to time, without notice to or further consent from Guarantor,
that any of the Liabilities may be accelerated, cancelled, compromised, modified or waived as Creditor may, in its
discretion, determine; (c) that Guarantor shall be liable to Creditor for all attorneys' fees, court costs, expenses and
disbursements (collectively, "Expenses") incurred by Creditor arising out of, or related to, this Guaranty and/or any
of the Agreements (whether or not Obligor is in default thereof) including but not limited to Expenses incul'l'ed in
connection with: (i) the enforcement of any of Creditor's remedies; (ii) the protection of Creditor's interest in any
bankrnptcy filing of the Obligor and/or the Guarantor; (iii) the protection of Creditor's rights under the Agreements;
and (iv) the pursuit ofObligor's compliance with its obligations under the Agreements; (d) that Guarantor shall not
have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for the
debts and obligations ofObligor to Guarantor, unless and until all ofObligor's Liabilities have been paid in full; (e)
that ifObligor or Guarantor shall at any time become insolvent or make n general assignment or if a petition in
bankruptcy or any insolvency or reorganization proceedings shall be filed or commenced by or against Obligor or
Guarantor, any and all obligations of Guarantor shall, at Creditor's option, become immediately due and payable
without notice; (f) if any payments received by Creditor from any source with respect to the Liabilities and/or the
Agreements, is set aside or required to be repaid, whether in any bankruptcy proceeding or otherwise, this Guaranty
shall remain in full force and effect (or be reinstated) until Creditor has received and retained full payment of all
Liabilities, and Guarnntor agrees to pay any such amount upon demand; (g) that Guarantor will not transfer any of
its assets to any party without full and valuable consideration; (h) that Creditor's books and records showing the
account between Creditor and Obligor shall be admissible in any action or proceeding against Guarantor and shall be
binding upon Guarantor for the purpose of establishing the items therein set forth and shall constitute prima facie
EXHIBIT E
proof thereof; (i) that this Guaranty is, as to Guarantor, a continuing Guaranty which shall retnain effective until all
Liabilities of Obligor to Creditor shall be paid in full; U) that nothing shall discharge or satisfy the liability of
Guarantor except the full payment and perforinance of all Obliger's Liabilities to Creditor; and that any and all
present and future debts and obligations of the Obligor to Guarantor are hereby waived and postponed in favor of
and subordinated to the full payment and performance of all present and future debts and obligations ofObligorto
Creditor; (k) that all sums at any time to the credit of Guarantor and any of the pro petty of Guarantor at any time in
Creditor's possession 1nay be held by G-editor as security fur any and all obligations of Guarantor to Creditor, no
matter how or when arising; (I) that Guarantor cannot assign any of its obligations under this Guaranty; and (m) that
upon the death or dissolution of Guarantor any and all obligations of Guarantor shall, at Creditor's option, becotne
immediately due and payable.
Guarantor warrants and represents to and covenants with Creditor that: this Guaranty contains
Guarantor's entire agreement with respect to Guarantor's guarantee ofObligor's obligations to Creditor; all prior
agreements, commitments, understandings, representations, warranties and negotiations in connection herewith, if
any, are hereby merged into this Guaranty; Guarantor has received and reviewed all of the Agree1nents and all other
documentation giving rise to the Liabilities and that it makes all of the express representations and warranties of a
guarantor as set forth in those documents as if they were made herein; and no oral representations shall in any
manner whatsoever modify or explain any of the terms and conditions of this Guaranty.
Guarantor acknowledges that Guarantor has made an independent investigation of the financial
condition of Obligor and gives this Guaranty based on that investigation and not upon any representations made by
Creditor. Guarantor agrees that Creditor shall have no obligation to disclose to Guarantor any information acquired
by Creditor in the course ofCreditor1 s relationship with Obliger. Guarantor agrees that any delay by Creditor in
exercising any or all of Credito1's rights granted under this Guaranty shall not operate as a waiver of those rights.
Guarantor covenants with Creditor that Guarantor has the full legal right, power and authol'ity to
execute this Guaranty; that none of Guarantor 1 s obligations hereunder will result in any breach of any provision of
any agreement or instrument to which Guarantor is a pa1ty or by which Guarantor is bound; and, in the event
Guarantor is a corporation or other business entity, that the execution of this Guaranty has been approved by all
necessary patties and that any certification of Guarantor 1s corporate or other applicable resolutions delivered to
Creditor in connection with this Gual'anty shall remain in full force and effect and Creditor tnay continue to rely
upon same unless Guarantor shall provide Creditor with not less than ten (10) days prior written notice to the
contrary.
GUARANTOR WAJVES: NOTlCE OF ACCEPTANCE HEREOF; THE RIGHT TO A JURY

TRlAL IN ANY ACTION HEREUNDER; PRESENTMENT, DEMAND AND PROTEST OF ANY
INSTRUMENT AND NOTICE THEREOF; NOTICE OF DEFAULT; JTS RlGHT TO A REASONABLE
DISPOSITION OF ANY COLLATERAL REPOSSESSED FROM OBLIGOR, THE BENEFIT OF ANY
STATUTE OF LlM!TATIONS AFFECTING GUARANTOR'S LIABILITY UNDER THJS GUARANTY OR
THE ENFORCEMENT HEREOF; ALL OTHER NOTICES OR FORMALITIES TO WHICH GUARANTOR IS
OR MIGHT BE ENTITLED WHETHER BY LAW OR OTHERWISE; ALL RlGHTS OF SET-OFF; AND ANY
RIGHT IT MAY HAVE TO ASSERT, BYWAY OF COUNTERCLAIM OR AFFIRMATIVE DEFENSE IN ANY
ACTION TO ENFORCE CREDITOR'S RIGHTS HEREUNDER, ANY CLAIM WHATSOEVER AGAINST
CREDITOR.
Guarantor's obligations under this Guaranty shall include all amounts paid by or on behalf of
Obliger which may be recovered by any person or entity as a preference, fraudulent transfer or conveyance or
similar transfer and all of Creditor's costs and expenses of the defense of any action for such recovery.
This Guaranty, all acts and transactions hereunder and the rights and obligations of the parties
hereto, shall be governed, constrned and interpreted according to the laws of the State oflllinois. Guarantor hereby
ag1ees that Creditor shall have the option to choose the venue and forum of any litigation, action or proceeding
arising directly or indirectly from this Guaranty and Guarantor hereby consents that same may be heard in the state
or federal courts located in Cook County, Illinois which Creditor may select and Guarantor consents to the
jurisdiction of any such court. However, if Guarantor commences any litigation, action or proceeding against
Creditor, it may only do so in the state or federal courts located in Cook County, Illinois. The provisions of this
paragraph are not exclusive insofar as Creditor is concerned and do not prohibit Creditor from commencing any
necessary legal action or instituting any appropriate proceeding in any court of competent j ul'isdiction or venue.
Se1vice of process may be effectuated upon Guarantor by Creditor se1ving any and all legal papers necessary to
institute such proceeding by mailing them ce1iified mail, return receipt requested, to the address identified by the
undersigned below and service shall be deemed completed five (5) days after the same has been posted as aforesaid.
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO TRANSFER

OR CHANGE THE VENUE OF ANY LITIGATION. This Guaranty shall be binding upon the successors and
assigns of Guarantor and shall inure to the benefit ofCredito1"s successors and assigns. If more than one person or
entity shall execute this Guaranty, as a Guarantor, the terms and conditions of this Guaranty shall apply to each of
them jointly and severally and the term Guarantor shall apply to each Guarantor executing this Guaranty.
This Guaranty shall apply in favor of and be jointly and severally enforceable by Creditor and
each of its affi liates, successors and assigns.
State of
County of
------
Onthe
------ day of
------
Before me personally came
to me known to be the individual described in and who executed the foregoing instrument and acknowledged
that executed the same
(Notary Public)

3351 W Addison
Chicago IL 60618
~--tt C'lty 1,..,.,. .,... , ..,,r.
DELIVERY RECEIPT
DATE: _ _ _ _ _ _0-'4/_03-'/-'15_ _ _ _ _ LEASE #:
NAME: Ore o Hard
ADDRESS: 252 Westerfield Dr.

Atoka TN
38004
VIN ZFF65UA6CO 186086

Production Ycnr: 2012
Vehicle Mnl<e: Ferrari
Vehicle Model: California
VIN
Production Ycnr:
Vehicle Mnkc:
Vehicle Model:
111e Lessee hereby agrees that the above vehicle, is lensed from the Lessor. The
Lessor hereby disclaims any warranty or guarantee, expressed or implied.
111e Lessee agrees to accept the vehicle in its present (as is) condition. The Lessor disclaims nny
nnd all responsibility for the vehicle's mechanical and physical condition.
I hereby certify thnt I hnve received this unit in sntisfoctory condition.
~__;--/
~;--- April 3, 2015
Lessee Signature Date
G.rese~'":)
PrmtName
\10-rci Lj
EXHIBIT F

P ' F A P: Laintiff S Irst Mended Etition

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P ' F A P: Laintiff S Irst Mended Etition

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FILED

Cause No. DC-16-13549

SECOND CITY LEASING, LLC DISTRICT COURT OF

PLAINTIFF'S FIRST AMENDED PETITION

TO THE HONORABLE JUDGE OF SAID COURT:

respectfully shows the Court the following:

I. PARTIES & JURISDICTION

his attorney of record, Marcus C. Marsden Jr.

II. DAMAGES & DISCOVERY

attorneys fees, and pre-judgment interest.

PLAINTIFFS FIRST AMENDED PETITION - PAGE 1

Leasing financed Gregory Hardys lease of the following (the Bentley):

QTY Description Vin #

incorporated by reference for all purposes as Exhibit C.

payments, credits and offsets.

PLAINTIFFS FIRST AMENDED PETITION - PAGE 2

Leasing financed Gregory Hardys Lease of the following (the Ferrari):

QTY Description Vin #

incorporated by reference for all purposes as Exhibit F.

PLAINTIFFS FIRST AMENDED PETITION - PAGE 3

credits and offsets.

Plaintiff is entitled to recover.

IV. CAUSE OF ACTION

party under each Lease.

refused to pay said past due installments or any part thereof.

PLAINTIFFS FIRST AMENDED PETITION - PAGE 4

due installments or any part thereof.

V. PERSONAL GUARANTORS LIABILITY

obligations due to Plaintiff under the Lease(s).

VI. ATTORNEYS FEES

WHEREFORE, PREMISES CONSIDERED, Plaintiff prays that Defendant be cited to

PLAINTIFFS FIRST AMENDED PETITION - PAGE 5

equity to which Plaintiff may show itself justly entitled.

PADFIELD & STOUT, L.L.P.

PLAINTIFFS FIRST AMENDED PETITION - PAGE 6

Delivery Date: 511212014 CollllTh..'!lcement Date: 511212014

(hereinafter called "Lessee'', whether one or more)

YEAR MAKE MODEL VIN ODOMETER

YEAR MAKE MODEL VIN ODOMETER

YEAR MAKE MODEL VIN ODOMETER

b. Term: 60 months from and after the Commencement Date.

By: Gregory Hardy Sy:

Dated: May 12, 2014

(Home Telephone Number)

NAME: Gregory Hardy

ADDRESS: 252 Westerfield Drive

Dolivcry Dole: 4/3/20 IS Commcncomonl Dale: 4/3/201s

(hcrcinaRer called ''Ltnec''. whclhcr one or more)

YEAR MAKE MODEL VIN ODOMETllR

YEAR MAKE MODEL VIN ODOMl'.TER

YEAR MAKE MODEL VIN ODOMETER

h, 'J'erm: 48 month from nnd ofter lhe Commencement Ont.

COUNTERCLAlM OR RECOUPMENT FOR ANY REASON \VHATSO:EVER INCLUDING, \VITHOUT LIMITATION,

By: By: Second City Leaslns. LLC

As an inducement to the granting of any loans, advances, leases or financial accommodations

GUARANTOR WAJVES: NOTlCE OF ACCEPTANCE HEREOF; THE RIGHT TO A JURY

GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO TRANSFER

~--tt C'lty 1,..,.,. .,... , ..,,r.

DATE: _ _ _ _ _ _0-'4/_03-'/-'15_ _ _ _ _ LEASE #:

NAME: Ore o Hard

ADDRESS: 252 Westerfield Dr.

VIN ZFF65UA6CO 186086

I hereby certify thnt I hnve received this unit in sntisfoctory condition.