Miscellaneous: ON DECK CAPITAL, INC. VS. SBGARAGE LLC ET AL

• 
• 
• 
• 
• 
• 
• 
• 

						
                                
Preview
                                SUM-100
SU fAONS - FOR COURT USE ONLY
(CITACION JUDICIAL) (S0LO PARA USO DELA CORTE)

NOTICE TO DEFENDANT:
(AVISO AL DEMANDADO):
BGARAGE LLC, a limited liability company; ARIEL SALAZAR aka
JORGE VARGAS SALAZAR and
DOES ! to $0, inclusive

YOU ARE BEING SUED BY PLAINTIFF:

(LO ESTA DEMANDANDO EL DEMANDANTE):
ON DECK CAPITAL, INC.

NOTICE! You have been sued. The court may decide against you without your being heard unless you respond within 30 days. Read the information
below.

You have 30 CALENDAR DAYS after this summons and legal papers are served on you to file a written response at this court and have a copy
served on the plaintiff. A letter or phone call will not protect you. Your written response must be in proper legal form if you want the court to hear your
case. There may be a court form that you can use for your response. You can find these court forms and more information at the California Courts
Online Self-Help Center (www.courtinfo.ca.gov/selfhelp), your county law library, or the courthouse nearest you. if you cannot pay the filing fee, ask
the court clerk for a fee waiver form. If you do not file your response on time, you may lose the case by default, and your wages, money, and property
may be taken without further warning from the court.

There are other legal requirements. You may want to call an attorney right away. If you do not know an attorney, you may want to call an attorney
referral service. If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program. You can locate
these nonprofit groups at the California Legal Services Web site (www.lawhelpcalifornia.org), the California Courts Online Self-Help Center
(www.courtinfo.ca.gov/selfhelp), or by contacting your local court or county bar association. NOTE: The court has a statutory lien for waived fees and
costs on any settlement or arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the court will dismiss the case.
IAVISOI Lo han demandado, Sino responde dentro de 30 dias, la corte puede decidir en su contra sin escuchar su versién. Lea la informacion a
continuacién.

Tiene 30 DIAS DE CALENDARIO después de que le entreguen esta citacién y papeles legales para presentar una respuesta por escrito en esta
corte y hacer que se entregue una copia al demandante. Una carta o una llamada telefonica no lo protegen. Su respuesta por escrito tiene que estar
en formato legal correcto si desea que procesen su caso en la corte. Es posible que haya un formulario que usted pueda usar para su respuesta.
Puede encontrar estos formulatios de la corte y més informaci6n en el Centro de Ayuda de las Cortes de California (www.sucorte.ca.gov), en fa
biblioteca de leyes de su condado o en fa corte que fe quede mas cerca. Si no puede pagar la cuota de prasentacién, pida al secretario de la corte
que le dé un formulario de exencién de pago de cuotas. Sino presenta su respuesta a tiempo, puede perder el caso por incumplimiento y la corte le
podré quitar su sueldo, dinero y bienes sin mas advertencia.

Hay otros requisitos legales, Es recomendable que Hlame a un abogado inmediatamente. Si no conoce a un abogado, puede Hamar a un servicio de
remision a abogados. Si no puede pagar a un abogado, es posible que cumpla con los requisites para obtener servicios legales gratuitos de un
Programa de servicios legales sin fines de lucro. Puede encontrar estos grupos sin fines de lucro en él sitio web de California Legal Services, ~
(www.lawhelpealifornia.org), en e/ Centro de Ayuda de las Cortes de California, (www.sucorte.ca.gov) 0 poniéndose en contacto con fa corte o ef
colegio de abogados locales. AVISO: Por ley, la corte tiene derecho a reclamar las cuotas y las costos exentos por imponer un gravamen sobre
cualquier recuperacién de $10,000 6 més de valor recibida mediante un acuerdo o una concesién de arbitraje en un caso de derecho civil. Tiene que

| pagar el gravamen de /a corte antes de que /a corte pueda desechar el caso.
CASE NU!

The name and address of the court is:

(El nombre y direccién de la corte es):

Superior Court of California, County of San Francisco
400 Mcallister Street

San Francisco, CA 94102

The name, address, and telephone number of plaintiff's attorney, or plaintiff without an attomey, is:

(El nombre, fa direccién y el nimero de teléfono del abogado de! demandante, o del demandante que no tiene abogado, es):
STUART A KATZ LAW OFFICES OF STUARP A. KATZ, P.C.
940 South Coast Dr., Suite 203 (949) 660-1916

Costa Mesa, CA 92626

DATE:

Clerk, by LONIG uly

(For p thik (1
(Para prueba de entrega de esta citacién use el formulario Proof of Service of Summons, (POS-010)).
NOTICE TO THE PERSON SERVED: You are served

ORIGINAL

BY FAX

(SEAu 1. as an individual defendant.
2. as the person sued under the fictitious name of (specify):
3. [J on behalf of (specify):
under: CCP 416.10 (corporation) CCP 416.60 (minor)
CCP 416.20 (defunct corporation) CCP 416.70 (conservatee)
CCP 416.40 (association or partnership) CCP 416.90 (authorized person)
other (specify):
4. CC) by personal delivery on (date):
Page 1 of 1
Form Adopted for Mandatory Use SUMMONS Code of Givl Procedure §§ 412 20, 465
GEERELS” CEB’ Espentia ncaa
cchcom [2]Forms: ON DeckrLus-uut
"ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, StaloBa —-% andaddros): FOR COURT USE ONLY
STUART A KATZ 118098

LAW OFFICES OF STUART A. KATZ, PC.
940 South Coast Dr., Suite 203
Costa Mesa, CA 92626
etepone No: (949) 660-1916 FAXNO.(Optionay: (949) 660-1716
E-MAIL ADDRESS (Optional): stuart@stuartkatzlaw.com
ATTORNEY FOR (Name: ON DECK CAPITAL, INC.
SUPERIOR COURT OF CALIFORNIA, COUNTY OF San Francisco

street aporess: 400 Mcallister Street

cava coer San Francisco, CA 94102 R T L EE D

erance name: Civic Center Courthouse. | County Superior Court
PLAINTIFF: ON DECK CAPITAL, INC. San Francisco Couny pono"

DEFENDANT: SBGARAGE LLC, a limited liability company; ARIEL SALAZAR aka AUG 08 2018
JORGE VARGAS SALAZAR OF UAT
GQ) bors 1 10.50, inclusive ———_______ Seen
CONTRACT By Dep Clerk

(QQ) ComPLaint (CC) AMENDED COMPLAINT (Number) :

(J cRoss-compLaiInt (_] AMENDED CROSS-COMPLAINT (Number) :

Jurisdiction (check all that apply): CASE NUMBER:
[CQ] ACTION IS A LIMITED CIVIL CASE
Amount demanded a does not exceed $10,000
[X} exceeds $10,000 but does not exceed $25,000 AA
(2) ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000) Cac - 1 9 - 5 7 8 2 8 3
[2] ACTION IS RECLASSIFIED by this amended complaint or cross-complaint
(2) from limited to unlimited

{-} from unlimited to limited
Plaintiff* (name or names): ON DECK CAPITAL, INC.

ORIGINAL

alleges causes of action against defendant" (name or names): SBGARAGE LLC, a limited liability company;
ARIEL SALAZAR aka JORGE VARGAS SALAZAR and DOES
2. This pleading, including attachments and exhibits, consists of the following number of pages: 24
3. a. Each plaintiff named above is a competent adult
[E) except plaintif (name): ON DECK CAPITAL, INC.
(1) (Qa corporation qualified to do business in California
(2) (} an unincorporated entity (describe) :
(3) CL) other (specify) :

b. (2) Plaintiff (name) :
a. [C} has complied with the fictitious business name laws and is doing business under the fictitious name (specify) :

BY FAX

b. (C) has complied with all licensing requirements as a licensed(specify) :
c. (2) Information about additional plaintiffs who are not competent adults is shown in Attachment 3c.
4. a. Each defendant named above is a natural person

(&) except defendant (name) : {[) except defendant (name) :
SBGARAGE LLC
(1) (C) a business organization, form unknown (4) (2) a business organization, form unknown
(2) [(C} acorporation (2) (L} acorporation
(3) LL) an unincorporated entity (describe) : (3) (L) anunincorporated entity (describe) :
(4) (CC) a public entity (describe) : (4) (2) a public entity (describe) :
(5) (Ky other (specify): (6) C2) other (specify):
limited liability company
*if this form is used 8s a cross-complaint, plaintiff means cross-complainent and defendant means cross-defendant, Page { of 2

Form, raved for Optional Use Code of Civil Procedure, § 425.12
Judicial Councl of Calor LAINT -
pUBeS60! foe January 12007] exhzom CB | Serene: COMPLAINT - Contract

ON DeckPLD-C-001

> -
SHORT TITLE: ._JMBER:

ON DECK V. SBGARAGE

4. (Continued)
b. The true names of defendants sued as Does are unknown to plaintiff.

(1) (XJ Doe defendants (specify Doe numbers): 40 to 50, inclusive __ were the agents or employees of the named
defendants and acted within the scope of that agency or employment.

(2) (K] Doe defendants (specify Doe numbers): 20.to 50, inclusive are persons whose capacities are unknown to
plaintiff.

c. (C] Information about additional defendants who are not natural persons is contained in Attachment 4c.
d. [] Defendants who are joined under Code of Civil Procedure section 382 are(names):

5. (C) Plaintiff is required to comply with a claims statute, and
a. (] has complied with applicable claims statutes, or
b. (C} is excused from complying because (specify) :

6. (2) This action is subject to CC) Civil Code section 1812.10 [C) Civil Code section 2984.4.

7. This court is the proper court because

(CQ) a defendant entered into the contract here.

(2) a defendant lived here when the contract was entered into.

(QQ a defendant lives here now.

(C} the contract was to be performed here.

(2) a defendant is a corporation or unincorporated association and its principal place of business is here.
(CC) real property that is the subject of this action is located here.

() other (specify) :

e@-eoeaegDn

8. The following causes of action are attached and the statements above apply to each (each complaint must have one or
more causes of action attached) :
(XQ) Breach of Contract
[QQ Common Counts
CC} Other (specify) :

9. [&) Other allegations: (a) Plaintiff is informed and believes that Does | to 50, inclusive, were and are, in some matter,
responsible for the occurrence, injuries or damages alleged herein.
(b) See allegations on page 3; (c) See Personal Guaranty Allegation on page 3
10. Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for
a. [X] damages of: $ 12,960.00
b. [&) interest on the damages
(1) (2) according to proof
(2) [K) atthe rate of (specify: 10 ~ percent per year from (date): 9/28/2018
c. [) attorney's fees
(1) DQ of $
(2) [X} according to proof.
d. (2) other (specify) :

11. [QQ The paragraphs of this pleading alleged on information and belief are as folloy’s (specify paragraph numbers) :
9. (a) and (c)
Date: 8/5/2019

STUART A. KATZ,
(TYPE OR PRINT NAME) » (GIGHATUREOF PLAINS OR Al "
(if you wish to verify this pleading, affix a verit Nn.)
PLO-C-001 [Rev. January 1, 2007] 7 COMPLAINT - Contract Page 2 of 2

“TRY Es
Gs feo ON DeckCeO NIN DU Bw NH YE

YP NY NY NRNNKN & Be eB ewe ew ewe ee ek
on DW FF YW NHN K& DDO eB DH BP Ww YW & S

ATTACHMENT TO COMPLAINT: Page 3

9(b). ASSIGNMENT ALLEGATION
Plaintiff, ON DECK CAPITAL, INC., is the assignee and successor in interest to Celtic

Bank, as to all rights, title, and interest in the Loan Agreement, Exhibit A hereto, and any and all
amounts owed thereunder including the Accounts Receivable arising out of the account

documents pertaining to SBGARAGE LLC, a limited liability company, and ARIEL SALAZAR
aka JORGE VARGAS SALAZAR and DOES including the Business Loan Agreement, attached

hereto as Exhibit A.

9(c). PERSONAL GUARANTEE ALLEGATION

Plaintiff is informed and believes and on such information and belief alleges that ARIEL
SALAZAR aka JORGE VARGAS SALAZAR and DOES are the guarantors of payment and
performance of all obligations of SBGARAGE LLC, a limited liability company arising from the
Business Loan Agreement, Exhibit A hereto. As guarantors, ARIEL SALAZAR aka JORGE
VARGAS SALAZAR and DOES are personally liable for any and all obligations of
SBGARAGE LLC, a limited liability company which arise from a breach of the Business Loan

Agreement.

ATTACHMENT TO COMPLAINT ~ page 3PLD-C-001(1

v 2 . .
SHORT TITLE: - CAT 1BER:
ON DECK V. SBGARAGE

HIRST ___, —_— CAUSE OF ACTION-Breach of Contract

ATTACHMENT TO [XJ Complaint [7] Cross-Compiaint
(Use a separate cause of action form for each cause of action.)

BC-1. Plaintiff (name): ON DECK CAPITAL, INC.

alleges that on or about (date): 6/4/2018
a (XY written (CQ ora! 2) other (specify):
agreement was made between (name parties to agreement). Plaimiffs Assignor and Defendants SBGARAGE LLC, a limited liability company:

(Q) A copy of the agreement is attached as Exhibit A, or AR/EL SALAZARaka JORGE VARGAS SA\ and DOES

(XQ The essential terms of the agreement [_] are stated in Attachment BC-1 [XJ are as follows (specify):
Plaintiff's Assignor and Defendants SBGARAGE LLC, a limited liability company;
ARIEL SALAZAR aka JORGE VARGAS SALAZAR and DOES entered into a Business
Loan Agreement, Exhibit A hereto, wherein they agreed to pay all amounts due thereunder
in exchange for the loan made by Plaintiff's Assignor to Defendants.

BC-2. On or about (dates): 7/2/2018
defendant breached the agreement by [_] the acts specified in Attachment BC-2 [XJ the following acts.
(specify):
Defendants failed and refused to pay all amounts due pursuant to Exhibit A. The breaches may include
but are not limited to revoking authorizations for ACH transfers, the return or rejection of ACH debit
transfers; failing to pay any missed payments as required by Exhibit A; and/or Plaintiff being
unable to collect automatic payments on two consecutive dates due and/or Defendants failed to pay
amounts due on two consecutive date; and failing to pay all outstanding amounts pursuant to the personal
guarantee, as required by Exhibit "A".

BC-3. Plaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or
excused from performing.

8C-4. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreement
©) as stated in Attachment BC-4 as follows (specify):
$12,960.00 plus interest at 10% from September 28, 2018

BC-5. [X] Plaintiff is entitled to attorney fees by an agreement or a statute

CD ofs
(&] according to proof.
BC-6. C} Other:
Page 4
Page 1 of 1
“iancal Goan t Cotiorna CAUSE OF ACTION- Breach of Contract Ceo nan courice gos
PLO-C-001(1) (Rev. January 1, 2007]
| Essential
CB Esgential ON Deck: PLD-C-004(2)
CASE NUMBER:

SHORT TITLE:
ON DECK V. SBGARAGE

SECOND ____._CAUSE OF ACTION-Common Counts

(number)
ATTACHMENT TO [XJComplaint [CJ Cross-Complaint
(Use a separate cause of action form for each cause of action.)
CC-1. Plaintiff (name): ON DECK CAPITAL, INC.

alleges that defendant (name): SBGARAGE LLC, a limited liability company, ARIEL SALAZAR aka JORGE VARGAS SALAZAR
an

became indebted to [XJ plaintiff (2) other (name):

a, [&) within the last four years
(1) (J on an open book account for money due.
(2) ((] because an account was stated in writing by and between plaintiff and defendant in which it
was agreed that defendant was indebted to plaintiff.

b. CC) within the last [2} twoyears [C) fouryears

(1) (2) for money had and received by defendant for the use and benefit of plaintiff.

(2) (CJ for work, labor, services and materials rendered at the special instance and request of defendant
and for which defendant promised to pay plaintiff.
CC] the sum of $
(2) the reasonable value.

(3) Cl for goods, wares, and merchandise sold and delivered to defendant and for which defendant
promised to pay plaintiff
CJ the sum of $
(2) the reasonable value.

(4) CC) for money lent by plaintiff to defendant at defendant's request.

(5) (2) for money paid, taid out, and expended to or for defendant at defendant's special instance and
request.

(6) CJ other (specify):

CC-2, $. 12,960.00 , which is the reasonable vatue, is due and unpaid despite plaintiff's demand,
plus prejudgment interest [<] according to proof [XJ atthe rateof 10 ________ percent per year
from (date): 9/28/2018
CC-3. (Plaintiff is entitled to attorney fees by an agreement or a statute
CI of $
[X) according to proof.
cc-4. (2) Other:
Page SS
Page 1 of 1
Staal Baunciel Gouna CAUSE OF ACTION-Common Counts Coe oC ecurtnece 00

PLD-C-001(2) {Rev. January 1,

CEB | Eseormsr ON DeckPLD-C-004(2)

SHORT TITLE: CASE NUMBER:
ON DECK V. SBGARAGE

THIRD__________._CAUSE OF ACTION-Common Counts

(umber)
ATTACHMENT TO [XJ Complaint [2] Cross-Complaint
(Use a separate cause of action form for each cause of action.)
CC-1. Plaintiff (name): ON DECK CAPITAL, INC.

alleges that defendant (name): SBGARAGE LLC, a limited liability company, ARIEL SALAZAR aka JORGE VARGAS SALAZAR
ant
became Indebtedto [XJ plaintiff (2) other (name):

a. [&) within the last four years
(1) (Jon an open book account for money due.
(2) (XJ because an account was stated in writing by and between plaintiff and defendant in which it
was agreed that defendant was indebted to plaintiff.

b. (2) withinthelast [J+ twoyears (2) four years

(1) [2] for money had and received by defendant for the use and benefit of plaintiff.

(2) (L] for work, labor, services and materials rendered at the special instance and request of defendant
and for which defendant promised to pay plaintiff.
() the sum of $
(CJ the reasonable value.

(3) (2) for goods, wares, and merchandise sold and delivered to defendant and for which defendant
promised to pay plaintiff
(Cl the sum of $
(3 the reasonable value.

(4) (2) for money lent by plaintiff to defendant at defendant's request.

(5) C2) for money paid, laid out, and expended to or for defendant at defendant's special instance and
request.

6) Cy other (specify):

CC-2. $ 12,960.00 , which is the reasonable value, is due and unpaid despite plaintiff's demand,
plus prejudgment interest [L] according to proof [XJ atthe rateof IO ______ percent per year
from (date): 9/28/2018

CC-3. Z] Plaintiff is entitled to attorney fees by an agreement or a statute
Clos
[&] according to proof.

cc-4.(2) Other:
Page 6
Page 1of4
‘eaieel Cousst of Cater. CAUSE OF ACTION-Gommon Counts oe er courbca gov

Judicial i
PLD-C-001(2) (Rev. January 1, 2009]

Cee | ESponmet ON DeckPLD-G-001(2)

SHORT TITLE: CASE NUMBER:

ON DECK V, SBGARAGE

FOURTH _______ CAUSE OF ACTION-Common Counts

(number)

ATTACHMENT TO [XJ Complaint (2) Cross-Complaint
(Use a separate cause of action form for each cause of action.)
CC-1. Plaintiff (name): ON DECK CAPITAL, INC.

alleges that defendant (name): SBGARAGE LLC, a limited liability company; ARIEL SALAZAR aka JORGE VARGAS SALAZAR
: . : a
became indebted to [X] plaintiff [X) other (name): Plaintiff's Assignor, Celtic Bank

a. (2) within the last four years
(1) (J onan open book account for money due.
(2) (.) because an account was stated in writing by and between plaintiff and defendant in which it

was agreed that defendant was indebted to plaintiff.

b. EQ] within the last [&] twoyears [2] four years
(1) [2] for money had and received by defendant for the use and benefit of plaintiff.
(2) [2] for work, tabor, services and materials rendered at the special instance and request of defendant
and for which defendant promised to pay plaintiff.
(2) the sum of $
{LJ the reasonable value.
(3) CJ for goods, wares, and merchandise sold and delivered to defendant and for which defendant
promised to pay plaintiff
C2 the sum of $
(2) the reasonable value.
(4) (2) for money lent by plaintiff to defendant at defendant's request.
(5) -) for money paid, laid out, and expended to or for defendant at defendant's special instance and
request.

©) [KX] other (specify):
for money lent by Plaintiff's assignor to Defendants at Defendants' request

CC-2. $ 12,960.00 , which is the reasonable value, is due and unpaid despite plaintiffs demand,
plus prejudgment interest [2] according to proof (X) atthe rate of 10 __ percent per year
from (date): 9/28/2018

CC-3. [XJ Plaintiff is entitled to attorney fees by an agreement or a statute

Olof $
{X) according to proof.

cc-4. (2) Other:
Page 2
Page 1 of 4
coer eP Buns of Coote. = CAUSE OF ACTION-Common Counts Coe fC oc
PLD-C-001(2) [Rev. January 1, 2009)

CEB’ | Essential ON Deck
caheom | fe}Forms:wing ok |

“Y
BUSINESS LOAN AND SECURITY
AGREEMENT SUPPLEMENT

This Business Loan and Security Agreement Supplement is part of (and incomorated by reference into) the Business Loan

and Security Agreement. Borrower should keep this important legal document for Borrower's records.

Payment Schedule:

“Business day" means any Monday through Friday
except for Federal Reserve holidays.

Total Interest Expense:
(Does not include any Fees)

Borrower: SBGARAGE LLC
Lender: Celtic Bank
Loan Amount: $12,000.00
Origination Fee: $300.00
(Deducted at time of disbursement)
Disbursement Amount: $11,700.00
(Loan Amount less Origination Fee)
Note that the Disbursement Amount may not be the
amount deposited to your Designated Checking
Account. The amount that will be deposited to your
Designated Checking Account will be reduced by any
amounts owed to Lender from a prior loan or used to
pay off an amount owed to a third party lender.
Weekly Payment Amount: (Business days only) $540.00
Number of Weekly Payments: (Business days only) 26
26 payments of $540.00 due each Business day immediately following the

date disbursement of the Disbursement Amount is initiated by Lender (in the
case of loans with a Daily Payment Amount) or the same day each week as
the day of the week disbursement of the Disbursement Amount is initiated by
Lender beginning with seven days after Disbursement Amount is initiated (in
the case of loans with a Weekly Payment Amount).

$2,040.00

Total Repayment Amount:
{Loan Amount plus Total Interest Expense)

Prepayment:
(See Section 10 of the Business Loan and
Security Agreement for specific details)

$14,040.00

A“Prepayment Interest Reduction Percentage" of 25% (with respect to unpaid
interest remaining on this Loan) will be applied to the extent that the Borrower
prepays this Loan in whole in accordance with, and subject to, Section 10 of
the Business Loan and Security Agreement. Note that 75% of remaining
unpaid interest will still be due upon Prepayment in whole. You should keep in
mind that partial prepayments will not reduce the Total Interest Expense.

Remaining unpaid interest on this Loan will be eligible to be forgiven by Lender
if: (i) Borrower is current on its scheduled payments with respect to this Loan
and, (ii) while this Loan is outstanding, Borrower enters into a business loan
and security agreement for a new qualifying term loan with Lender, a portion

Other Fees:

—___|

Returned Payment Fee: $25.00
Late Fee: $10.00 (maximum $50 within any 20 day period)

of the proceeds of which is used to repay this Loan in whole.

If you have any questions, please call us at 1.888.828.5717 (we have support available Monday - Friday 8am - 8pm
EST and Saturdays 8:30am - 5:30pm EST) or email support@ondeck.com.

ODC App #: 2157726

Customer: SBGARAGE LLC

Exhibit "A"d k . BUSINESS LUAN AND SECURITY
onaec AGREEMENT SUPPLEMENT

This tool is provided to help you understand and assess the cost of your small
. business financing.
SMARTBOX °
The calculations below involve certain key assumptions about this Loan, including that
the Loan is paid off in its entirety according to the agreed payment schedule and that
Capital Comparison Tool no repayments are missed.
Loan Disbursement Amount Repayment Amount Term
Amount (minus fees withheld) ‘
$11,700.00 $14,040.00 6 Months
$12,000.00 700. repaid Weeki)
METRIC METRIC CALCULATION METRIC EXPLANATION
Interest Expense: $2,040.00 This is the total amount that you ‘will py ie
interest or Loan Fees ler fees for the
Total oat Loan Fee: $0.00 Loan.
— Origination Fee: $300.00 ‘The amount does not include fees and other
: charges you can avoid, such as late payment
Other Fees; $0.00 fees and returned payment fees.
Total Cost of $2,340.00
Capital:
This is the cost of the Loan — including total
Annual Percentage Your Loan will have $540.00 interest or Loan Fees and other fees —
expressed as a yearly rate. APR takes into
Rate (APR)* Weekly payments of: account the amount and timing of capital you
72.83% receive, fees you pay, and the periodic
payments you make.
. While APR can be used for comparison
APR: 72.83% purposes, it is not an interest rate and is not
used to calculate your interest expense or
Loan Fee.
. This is the average monthly repayment
Average Monthly Repayment Amount: $14,040.00 amount of the Loan, which does not include
Payment Expected Term (in fees and other charges you can avoid, such as
y! pi +6 Months Jate payment fees and returned payment fees?
$2,340.00 months):
‘The actual repayment frequency for the Loan
Average Monthly ¢5 340.00 wil be Weekly. ‘This isan’ estimate. for
Payment: Comparison purposes only.
Interest Expense or $2,040.00 This is the total amount of interest or Loan Fee
Cents on the Dollar Loan Fee: Cae Cees ONES. This amount is
(excluding fees) Loan Amount: + $12,000.00 °
17.0¢
Cents on the Dollar 17.0¢

{excluding fees):

Does prepayment of this Loan result in any new fees or
charges?

4

No
(see “Prepayment” above)

Prepayment

Does prepayment of this Loan decrease the total

Yes
interest or Loan Fees owed? (see “Prepayment” above for the Interest or

fee reduction amount)

‘The Disbursement Amount is the amount of capital that a business receives and may be different from the Loan Amount. The Disbursement Amount
is net of fees withheld from the Loan Amount. A portion of the Disbursement Amount may be used to pay off any amounts owed from a prior loan or an
amount owed to a third party.

? Your business may Incur other fees that are not a condition of borrowing, such as late payment fees, retumed payment fees, or monthly maintenance
fees. Those fees are not reflected here. See the agreement for detalls on these fees (see “Other Fees” above).

SAPR should be considered in conjunction with the Total Cost of Capital. APR may be most useful when comparing financing solutions of similar expected
duration, APR is calculated here according to the principles of 12 C.F.R. § 1026 (Regulation Z), using §2 payment periods of equal length and 62
payment dates per year for weekly pay products, and 252 payment dates per year for dally pay products.

© 2016 Innovative Lending Platform Association. All rights reserved. Innovative Lending Platform Association is not responsible for any misuse of the
SMART Box™ or any inaccuracies in the calculations or information included therein.

ODC App #: 2157726 Customer: SBGARAGE LLC v3ondeck

Loan Pricing Disclosure

BUSINESS LOAN AND SECURITY
AGREEMENT SUPPLEMENT

Lender uses a system of risk-based pricing to determine
interest charges and fees. Risk-based pricing is a system that
evaluates the risk factors of your application and adjusts the
interest rate up or down based on this risk evaluation.
Although Lender believes that its loan process provides
expedited turnaround time and efficient access to capital, this
loan may be a higher cost loan than loans that may be
available through other lenders.

Loan For
Specific Purposes Only

The proceeds of the requested Loan may solely be used for |
the specific purposes as set forth in the Use of Proceeds
Certification of the Business Loan and Security Agreement. IN
ADDITION, THE LOAN WILL NOT BE USED FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.
Borrower understands that Borrower's agreement not to use
the Loan proceeds for personal, family or household purposes
means that certain important duties imposed upon entities
making loans for consumer/personal purposes, and certain
important rights conferred upon consumers, pursuant to
federal or state law will not apply to this transaction.

ODC App #: 2157726

Customer: SBGARAGE LLC.vl uk

1. INTRODUCTION. This Business Loan and Security
Agreement (together with the accompanying Business Loan
and Security Agreement Supplement and the
accompanying Authorization Agreement for Direct Deposit
(ACH Credit) and Direct Payments (ACH Debits), this
“Agreement’) governs your business loan (“Loan”) made by
Celtic Bank and serviced by On Deck Capital, Inc.
(‘Servicer’) Please read it and keep it for your reference.
In this Agreement, the words "you,” “your” and “Borrower”
mean the Borrower identified on the signature page of this
Business Loan and Security Agreement. Each guarantor
identified on the signature page of this Business Loan and
Security Agreement shall be referred to individually as
“Guarantor” and collectively as “Guarantors” in this
Agreement. The words “Lender”, “we”, “us”, and “our” mean
Celtic Bank or its successor(s) and assign(s).

2. EFFECTIVE DATE. This Agreement begins on the date
we accept this Agreement in Utah. Borrower understands
and agrees that Lender may postpone, without penalty, the
disbursement of amounts to Borrower until all required
security interests have been perfected and Lender has
received ail required personal guarantees or other
documentation.

3. AUTHORIZATION. Borrower agrees that the Loan made
by Lender to Borrower shall be conclusively deemed to
have been authorized by Borrower and to have been made
pursuant to a duly authorized request on its behalf.

4, LOAN FOR SPECIFIC PURPOSES ONLY.

roceeds of the requested Loan may sole! ed for
the specific purposes as set forth in the Use of
Proceeds Certification contained in Section 60 below,
and nof an’ es. in addition, the Loan
will not be used for personal, family or household
purposes, and Borrower and Guarantors are forever
estopped from taking the position that such Loan
{including Advances) are or were used for such
personal, family or household purposes. Borrower
understands that Borrower's agreement not to use the
Loan proceeds for personal, family or household
purposes means that certain important duties imposed
upon entities making loans for personal, family or
household purposes, and certain important rights
conferred upon such persons, pursuant to federal or
‘state law will not apply to the Loan or the Agreement.
Borrower also understands that Lender will be unable
to confirm whether the use of the Loan conforms to this
section. Borrower agrees that a breach by Borrower of
the provisions of this section will not affect Lender’s
tight to (i) enforce Borrower's promise to pay for all
amounts owed under this Agreement, regardless of the
purpose for which the Loan is in fact obtained or (ii) use
any remedy legally available to Lender, even if that

The

ODC App #: 2157726 Customer: SBGARAGE LLC

YY
BUSINESS LOAN AND SECURITY
AGREEMENT

remedy would not have been available had the Loan
been made for personal, family or household purposes.

5. DISBURSEMENT OF LOAN PROCEEDS AND
MAINTENANCE OF BORROWER'S BANK ACCOUNT. If
Borrower applied and was approved for a Loan, Borrower's
Loan will be disbursed upon approval as provided in the
accompanying Authorization Agreement for Direct Deposit
(ACH Credit) and Direct Payments (ACH Debits). Borrower
agrees to maintain Direct Payments (ACH Debits) in its
operating account which is the account that was reviewed
in conjunction with underwriting and approval of this Loan
{including keeping such account open until the Total
Repayment Amount had been completely repaid).

6. PROMISE TO PAY. Borrower agrees to pay Lender the
Total Repayment Amount shown in the accompanying
Business Loan and Security Agreement Supplement in
accordance with the Payment Schedule shown in the
accompanying Business Loan and Security Agreement
Supplement. Borrower agrees to enroll in Lender's
Automatic Payment Plan and authorizes Lender to collect
required payments as provided in the accompanying
Authorization Agreement for Direct Deposit (ACH Credit)
and Direct Payments (ACH Debits). If required by Lender,
Borrower further agrees and authorizes Lender or its
Servicer to collect required payments from a transfer
account established pursuant to certain Transfer Account
Loan Documentation that will be provided by Lender in
connection with this Business Loan and Security Agreement
if applicable.

7. ALTERNATIVE PAYMENT METHODS. [If Borrower
knows that for any reason Lender will be unable to process
@ payment under Lender's Automatic Payment Pian, then
Borrower must either restore sufficient funds such that the
missed payment can be collected as provided in the
accompanying Authorization Agreement for Direct Deposit
{ACH Credit) and Direct Payments (ACH Debits), or
promptly mail or deliver a check to Lender in the amount of
the missed payment or, if offered, make the missed
payment by any pay-by-phone or on-line service that
Lender may make available from time to time. If Borrower
elects to send payments on Borrower's Account by postal
mail, then Borrower agrees to send such payments to our
Servicer, On Deck Capital, 901 N Stuart Street, Suite 700,
Arlington, VA 22203, Attn: Director of Operations. All
alternative payments must be made in good funds by check,
money order, wire transfer, automatic transfer from an
account at an institution offering such service, or other
instrument in U.S. Dollars. Borrower understands and
agrees that payments made at any other address than as
specified by Lender may result in a delay in processing
and/or crediting. If Borrower makes an alternative payment
on Borrower's Loan by mail or by any pay-by-phone orondeck —

on-line service that Lender makes available while Borrower
is enrolled in the Automatic Payment Plan, Lender may treat
such payment as an additional payment and continue to
process Borrower's scheduled Automatic Payment Plan
payments or may reduce any scheduled Automatic
Payment Plan payment by the amount of any such
additional payment received.

8. APPLICATION OF PAYMENTS. Subject to applicable
law, Lender reserves the right to allocate and apply
payments received on Borrower's Loan between principal,
interest and fees in any manner Lender chooses in Lender's
sole discretion it being understood and agreed that any fees
and interest will generally be paid during the earlier portion
of the term.

9. POSTDATED CHECKS, RESTRICTED
ENDORSEMENT CHECKS AND OTHER DISPUTED OR
QUALIFIED PAYMENTS. Lender can accept late,
postdated or partial payments without losing any of Lender's
rights under this Agreement (a postdated check is a check
dated later than the day it was actually presented for
payment). Lender is under no obligation to hold a postdated
check and Lender reserves the right to process every item
presented as if dated the same date received by Lender or
Lender's check processor unless Borrower gives. Lender
adequate notice and a reasonable opportunity to act on it.
Except where such notice and opportunity is given,
Borrower may not hold Lender liable for depositing any
postdated check. Borrower agrees not to send Lender
partial payments marked “paid in full,” “without
recourse,” or similar language. If Borrower sends such
a payment, Lender may accept it without losing any of
Lender’s rights under this Agreement. All notices and
written communications concerning postdated checks,
restricted endorsement checks (including any check or
other payment instrument that indicates that the
payment constitutes “payment in full” of the amount
owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount)
or any other disputed, nonconforming or qualified
payments, must be mailed or delivered to our Servicer,
On Deck Capital, Customer Service, 901 N Stuart Street,
Suite 700, Arlington, VA 22203, Attn: Director of
Operations. .

10. PREPAYMENT. Borrower may prepay Borrower's Loan
in whole on any Business day by paying Lender the sum
total of the Total Repayment Amount, any Returned
Payment Fees, and any Late Fees, in each case as
described in the accompanying Business Loan and Security
Agreement Supplement less (i) the amount of any Loan
Payments made prior to such prepayment and (ii) the
product of (x) the percentage identified as the applicable
Prepayment Interest Reduction Percentage in the
accompanying Business Loan and Security Agreement

ODC App #: 2157726 Customer: SBGARAGE LLC

JY
BUSINESS LUAN AND SECURITY
AGREEMENT

Supplement; and (y) the aggregate amount of unpaid
interest remaining on the Borrower's Loan as of such date
as determined by Lender's records in accordance with
Section 8, Borrower may prepay Borrower's Loan in part on
any Business day and such payment shall be applied
against the Total Repayment Amount, any Returned
Payment Fees and any Late Fees, in each case as
described in the accompanying Business Loan and Security
Agreement Supplement.

11. SECURITY INTEREST. Borrower hereby grants to
Lender, the secured party hereunder, a continuing security
interest in and to any and all “Collateral” as described below
fo secure payment and performance of all debts, liabilities
and obligations of Borrower to Lender hereunder and also
any and all other debts, liabilities and ‘obligations of
Borrower to Lender of every kind and description, direct or
indirect, absolute or contingent, primary or secondary, due
or to become due, now existing or hereafter arising, related
to the Loan described in this Agreement, whether or not
contemplated by the parties at the time of the granting of
this security interest, regardless of how they arise or by what
agreement or instrument they may be evidenced or whether
evidenced by any agreement or instrument, and includes
obligations to perform acts and refrain from taking action as
well as obligations to pay money including, without
limitation, all interest, other fees and expenses (all
hereinafter called “Obligations’). The Collateral includes
the following property that Borrower (or Guarantor, if
applicable, pursuant to Section 12) now owns or shall
acquire or create immediately upon the acquisition or
creation thereof: (i) any and all amounts owing to Borrower
now or in the future from any merchant processor(s)
processing charges made by customers of Borrower via
credit card or debit card transactions; and (ii) all other
tangible and intangible personal property, including, but not
limited to (a) cash and cash equivalents, (b) inventory,
(c) equipment, —(d) investment —_ property, including
certificated and uncertificated securities, securities
accounts, security entitlements, commodity contracts and
commodity accounts, (e) instruments, including promissory
notes (f) chattel paper, including tangible chattel paper and
electronic chattel paper, (g) documents, (h) letter of credit
tights, (i) accounts, including health-care insurance
receivables, (j) deposit accounts, (k) commercial tort claims,
(|) general intangibles, including payment intangibles and
software and (m) as-extracted collateral as such terms may
from time to time be defined in the Uniform Commercial
Code. The security interest Borrower (or Guarantor, if
applicable, pursuant to Section 12) grants includes all
accessions, attachments, accessories, parts, supplies and
replacements for the Collateral, all products, proceeds and
collections thereof and all records and data relating thereto.
Lender disclaims any security interest in household goods
in which Lender is forbidden by law from taking a securityondeck ©

interest.

12, PROTECTING THE SECURITY INTEREST. Borrower
agrees that Lender and/or Lender's Representative may file
any financing statement, lien entry form or other document
Lender and/or Lender's Representative requires in order to
perfect, amend or continue Lender's security interest in the
Collateral and Borrower agrees to cooperate with Lender
and Lender's Representative as may be necessary to
accomplish said filing and to do whatever Lender or
Lenders Representative deems necessary to protect
Lender's security interest in the Collateral. Borrower and
Guarantor each agree that, if any Guarantor is a corporate
entity, then Lender or Lender's Representative may file any
financing statement, lien entry form or other document
against such Guarantor or its property that Lender and/or
Lender’s Representative requires in order to perfect, amend
or continue Lender's security interest in the Collateral. Any
such Guarantor agrees to cooperate with Lender and
Lender's Representative as may be necessary to
accomplish said filing and to do whatever Lender and
Lenders Representative deems necessary to protect
Lender's security interest in the Collateral. In this
Agreement, “Lender's Representative" means any entity or
individual that is designated by Lender to serve in such
capacity.

13. LOCATION OF COLLATERAL; TRANSACTIONS
INVOLVING COLLATERAL. Unless Lender has agreed
otherwise in writing, Borrower agrees and warrants that (i)
all Collateral (or records of the Collateral in the case of
accounts, chattel paper and general intangibles) shall be
located at Borrower's address as shown in the application,
(ii) except for inventory sold or accounts collected in the
ordinary course of Borrower's business, Borrower shall not
sell, offer to sell, or otherwise transfer or dispose of the
Collateral, (iii) no one else has any interest in or claim
against the Collateral that Borrower has not already told
Lender about, (iv) Borrower shall not pledge, mortgage,
encumber or otherwise permit the Collateral to be subject to
any lien, security interest, encumbrance or charge, other
than the security interest provided for in this Agreement and
(v) Borrower shall not sell, offer to sell, or otherwise transfer
or dispose of the Collateral for less than the fair market
value thereof. Borrower shall defend Lender's rights in the
Collateral against the claims and demands of all other
persons. All proceeds from any unauthorized disposition of
the Collateral shall be held in trust for Lender, shall not be
co-mingled with any other funds and shall immediately be
delivered to Lender. This requirement, however, does not
constitute consent by Lender to any such disposition.

14. TAXES, ASSESSMENTS AND LIENS. Borrower will
complete and file all necessary federal, state and local tax
returns and will pay when due ail taxes, assessments, levies

ODC App #: 2157726 Customer: SBGARAGE LLC

BUSINESS LUAN AND SECURITY
AGREEMENT

and liens upon the Collateral and provide evidence of such
payments to Lender upon request.

15. INSURANCE. Borrower shall procure and maintain
such insurance as Lender may require with respect to the
Collateral, in form, amounts and coverage reasonably
acceptable to Lender and issued by a company reasonably
acceptable to Lender naming Lender as loss payee. If
Borrower at any time fails to obtain or maintain any
insurance as required under this Agreement, Lender may
obtain such insurance as Lender deems appropriate at
Borrower's sole cost and expense. Borrower shall promptly
notify Lender of any loss of or damage to the Collateral.

16. REPAIRS AND MAINTENANCE. Borrower agrees to
keep and maintain, and to cause others to keep and
maintain, the Collateral in good order, repair and condition
at all times while this Agreement remains in effect.
Borrower further agrees to pay when due all claims for work
done on, or services rendered or material furnished in
connection with the Collateral so that no lien or
encumbrance may ever attach to or be filed against the
Collateral.

17. INSPECTION OF COLLATERAL AND PLACE OF
BUSINESS; USE OF PHOTOGRAPHS AND
TESTIMONIALS. Lender and Lender's designated
fepresentatives and agents shall have the right during
Borrower's normal business hours and at any other
reasonable time to examine the Collateral wherever located
and the interior and exterior of any Borrower place of
business. During an examination of any Borrower place of
business, Lender may examine, among other things,
whether Borrower (i)has a place of business that is
separate from any personal residence, (ii) is open for
business, (iii) has sufficient inventory to conduct Borrower's
business and (iv) has one or more credit card terminals if
Borrower processes credit card transactions, | When
performing an examination, Lender may photograph the
interior and exterior of any Borrower place of business,
including any signage, and may photograph any individual
who has signed the Agreement (“Signatory”) unless the
Signatory previously has notified Lender that he or she does.
not authorize Lender to photograph the Signatory. Lender
may obtain testimonials from any Signatory, including
testimonials on why Borrower needed the Loan and how the
Loan has helped Borrower. Any photograph and testimonial
will become and remain the sole property of Lender.
Borrower and each Signatory grant Lender the irrevocable
and permanent right to display and share any photograph
and testimonial in all forms and media, including composite
and modified representations, for all purposes, including but
not limited to any trade or commercial purpose, with any
Lender employees and agents and with the general public,
Lender may, but is not required to, use the name of any
Borrower and Signatory as a credit in connection with anyondeck |

photograph and testimonial. Borrower and each Signatory
waive the right to inspect or approve versions of any
photograph or testimonial or the written copy or other media
that may be used in connection with same. Borrower and
each Signatory release Lender from any claims that may
arise regarding the use of any photograph or testimonial,
including any claims of defamation, invasion of privacy or
infringement of moral rights, rights of publicity or copyright.

18. LENDER’S EXPENDITURES. If any action or
proceeding is commenced that would materially affect
Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any related
documents, including but not limited to Borrower's failure to
discharge or pay when due any amounts Borrower is
required to discharge or pay under this Agreement or any
related documents, Lender on Borrower's behalf may (but
shall not be obligated to) take any action that Lender deems
appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances
and other claims, at any time levied or placed on the
Collateral and paying all costs for insuring, maintaining and
preserving the Collateral. To the extent permitted by
applicable law, all such expenses will become a part of the
Obligations and, at Lender’s option, will: (i) be payable on
demand; (ii) be added to the balance of the Loan and be
apportioned among and be payable with any installment
payments to become due during the remaining term of the
Loan; or (iii) be treated as a balloon payment that will be
due and payable at the Loan’s maturity. Such right shall be
in addition to all other rights and remedies to which Lender
may be entitled upon an Event of Default.

19. BORROWER'S REPRESENTATIONS AND
WARRANTIES. Borrower represents and warrants that: (i)
Borrower will comply with all laws, statutes, regulations and
ordinances pertaining to the conduct of Borrower's business
and promises to hold Lender harmless from any damages,
liabilities, costs, expenses (including attomeys’ fees) or other
harm arising out of any violation thereof. (ji) Borrower's
principal executive office and the office where Borrower keeps
its records concerning its accounts, contract rights and other
property, is that shown in the application; (iii) Borrower is duly
organized, licensed, validly existing and in good standing
under the laws of its state of formation and shall hereafter
remain in good standing in that state, and is duly qualified,
licensed and in good standing in every other state in which it is
doing business, and shall hereafter remain duly qualified,
licensed and in good standing in every other state in which itis
doing business, and shall hereafter remain duly qualified,
licensed and in good standing in every other state in which the
failure to qualify or become licensed could have a material
adverse effect on the financial condition, business or
operations of Borrower; (iv) the true and correct legal name of
the Borrower is set forth in the application; (v) the aggregate

ODC App #: 2157726 Customer. SBGARAGE LLC

*)
BUSINESS LOAN AND SECURITY
AGREEMENT

ownership percentage of the Signatories is greater than or
equal to fifty percent (50%) of the Borrower's business; (vi) the
execution, delivery and performance of this Agreement, and
any other document executed in connection herewith, are
within Borrower's powers, have been duly authorized, are not
in contravention of law or the terms of Borrower's charter, by-
laws or other constating documents, or of any indenture,
agreement or undertaking to which Borrower is a party; (vii) all
constating documents and all amendments thereto of
Borrower have been duly filed and are in proper order and any
capital stock issued by Borrower and outstanding was and is
properly issued and all books and records of Borrower are
accurate and up to date and will be so maintained; (viii)
Borrower (a) is subject to no charter, corporate or other legal
restriction, or any judgment, award, decree, order,
governmental rule or regulation or contractual restriction that
could have a material adverse effect on its financial condition,
business or prospects, and (b) is in compliance with its charter,
by-laws and other constating documents, all contractual
requirements by which it may be bound and all applicable laws,
tules and regulations other than laws, rules or regulations the
validity or applicability of which it is contesting in good faith or
provisions of any of the foregoing the failure to comply with
which cannot reasonably be expected to materially adversely
affect its financial condition, business or prospects or the value
of the Collateral; (ix) there is no action, suit, proceeding or
investigation pending or, to Borrower's knowledge, threatened
against or affecting it or any of its assets before or by any court
or other governmental authority which, if determined adversely
to it, would have a material adverse effe