Preview
1 SNELL & WILMER L.L.P.
Michele S. Assayag, Bar No. 109540
2 massayag@swlaw.com
Joshua K. Partington, Bar No. 275939
3 jpartington@swlaw.com
600 Anton Blvd., Suite 1400
4 Costa Mesa, California 92626-7689
Telephone: 714.427.7000
5 Facsimile: 714.427.7799
6 Attorneys for Plaintiff
JPMORGAN CHASE BANK, N.A.
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
COUNTY OF ALAMEDA, HAYWARD HALL OF JUSTICE
10
JPMORGAN CHASE BANK, N.A., Case No.
11
SNELL & WILMER
COSTA MESA, CALIFORNIA 92626-7689
Plaintiff, COMPLAINT FOR:
600 ANTON BLVD, SUITE 1400
12
v. (1) BREACH OF CONTRACT;
LAW OFFICES
13
L.L.P.
LAZEAR MACK, LLP; ARTHUR W. (2) BREACH OF GUARANTY.
14 LAZEAR, an individual; and DOES 1 through
50, inclusive,
15
Defendants.
16
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Plaintiff, JPMORGAN CHASE BANK, N.A., (“Lender,” “Bank” or “Plaintiff”),
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complains and alleges as follows:
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VENUE
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1. Pursuant to Section 395 of the California Code of Civil Procedure, venue is
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proper in the above-entitled Court because defendant ARTHUR W. LAZEAR (“Guarantor”)
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resides and is located in the County of Alameda, State of California.
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PARTIES
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2. Lender is, and at all times mentioned herein was, authorized to conduct
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business in the State of California.
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27
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4882-3734-8794
COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A.
1 3. Lender is informed and believes, and thereon alleges, that defendant
2 LAZEAR MACK, LLP (“Borrower”) is, and at all times mentioned herein a limited liability
3 partnership with a principal place of business in Newark, California.
4 4. Lender is informed and believes, and thereon alleges, that Guarantor is, and
5 at all times mentioned herein has been, an individual residing in the city of Newark, Alameda
6 County, California. Hereinafter, Borrower and Guarantor shall, at times, be referred to collectively
7 as the “Obligors.”
8 5. The true names and capacities of the defendants named herein as Does 1
9 through 50, inclusive, whether individual, corporate, partnership, association or otherwise, are
10 unknown to Lender, and as such, are sued by fictitious names pursuant to Section 474 of the
11 California Code of Civil Procedure. When Lender ascertains the true names and capacities of said
SNELL & WILMER
COSTA MESA, CALIFORNIA 92626-7689
600 ANTON BLVD, SUITE 1400
12 Doe defendants, it will seek leave of Court to amend this Complaint to include their true names
LAW OFFICES
13 and capacities. Hereinafter, “Defendants” shall include Obligors and Does 1 through 50, inclusive.
L.L.P.
14 6. Lender is informed and believes, and thereon alleges, that Defendants are,
15 and at all times mentioned herein have been, the agents, principals, partners, co-conspirators and/or
16 co-venturers of each other, that each such defendant acted within the course, scope and authority
17 of said relationship, and that, as a result, said Defendants are jointly and severally liable for the
18 acts alleged herein.
19 THE LOAN
20 7. Lender made a commercial loan to Borrower pursuant to that certain Line
21 of Credit Note in the amount of $75,000.00 (“Note”) and Credit Agreement dated July 25, 2018
22 (“Credit Agreement”), (collectively, the “Contract”). True and correct redacted copies of the
23 Contract are attached hereto as Exhibit 1 and Exhibit 2, respectively, and are incorporated herein
24 by reference.
25 THE GUARANTY
26 8. As credit support for the Loan, Guarantor executed a Continuing Guaranty
27 (“Guaranty”) on or about July 25, 2018. Pursuant to the Guaranty, Guarantor unconditionally
28 agreed to pay all obligations of Borrower to Lender, including any and all interest, fees, costs, and
4882-3734-8794 -2-
COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A.
1 any attorneys’ fees and/or legal expenses incurred for the enforcement of the obligations under the
2 Contract, in the event Borrower failed to do so. A true and correct redacted copy of the Guaranty
3 is attached hereto as Exhibit “3” and is incorporated herein by this reference.
4 9. Hereinafter, the Credit Agreement, Note, Guaranty and any other
5 documents executed in connection with or evidencing the Contract, may be referred to,
6 collectively, as the “Loan Documents.”
7 THE LOAN DEFAULTS
8 10. Borrower defaulted pursuant to the terms of the Loan Documents by, among
9 other things, failing to make the November 2023 payment, and all other payments due thereafter,
10 as required under the Loan Documents (the “Payment Default”).
11 11. Paragraph 7 of the Credit Agreement provides, in pertinent part:
SNELL & WILMER
COSTA MESA, CALIFORNIA 92626-7689
600 ANTON BLVD, SUITE 1400
12 7. Default/Remedies.
LAW OFFICES
7.1 Events of Default/Acceleration. If any of the following events occurs,
13
L.L.P.
the Note shall become due immediately, without notice, at the Bank’s option:
14 A. Any Obligor fails to pay when due any of the Liabilities or any other
debt to any Person, or any amount payable with respect to any of the Liabilities, or
15
under the Note, any other Related Document, or any agreement or instrument
16 evidencing other debt to any Person. Exhibit “2,” p. 7.
17 12. On or about February 5, 2024, following the failure of Obligors to cure the
18 Payment Default under the Loan Documents, Lender made demand on Obligors for payment of the
19 past due amounts owing under the Contract, to be paid to Lender immediately. Obligors defaulted
20 under the Loan Documents by failing to pay the amounts due and owing upon Lender’s demand,
21 as required under the Loan Documents.
22 13. Lender notified Obligors that there had been a breach of the Loan Documents
23 and that all outstanding amounts were immediately due and payable. However, to date, Obligors
24 have failed and refused to pay all outstanding amounts due to Lender under the Contract.
25 14. As of April 14, 2024, Obligors were indebted to Lender under the Loan
26 Documents in the total amount of $79,844.95, comprised of $74,952.51 in principal, $4,534.56 in
27 accrued interest, and $357.88 in late charges and other fees. These amounts are exclusive of
28 attorneys’ fees and costs, to which Lender is entitled under the terms of the Loan Documents.
4882-3734-8794 -3-
COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A.
1 Additional interest, fees and costs, including but not limited to attorneys’ fees and costs, continue
2 to accrue pursuant to the terms of the Loan Documents.
3 FIRST CAUSE OF ACTION
Breach of Contract
4 (As to Borrower and Does 1-25)
5 15. Lender realleges paragraphs 1 through 14 inclusive, and by this reference
6 incorporates the same as though fully set forth herein.
7 16. Lender and Borrower entered into the Note, Credit Agreement and other
8 Loan Documents, as described herein, which constitute valid and binding agreements between
9 Lender and Borrower.
10 17. At all relevant times mentioned herein, Lender was, and is, the lawful
11 holder of the Note, Credit Agreement and other Loan Documents.
SNELL & WILMER
COSTA MESA, CALIFORNIA 92626-7689
600 ANTON BLVD, SUITE 1400
12 18. Lender has performed all of the terms and conditions required on its part to
LAW OFFICES
13 be performed pursuant to the Note, Credit Agreement and other Loan Documents.
L.L.P.
14 19. Borrower executed the Note and Credit Agreement in favor of Lender in
15 exchange for valuable consideration.
16 20. Borrower defaulted pursuant to the terms of the Loan Documents by, among
17 other things, failing to make the November 2023 payment, and all other payments due thereafter,
18 as required under the Loan Documents.
19 21. Borrower is obligated to Lender for interest on the principal amounts
20 outstanding under the Note, Credit Agreement and other Loan Documents, as well as all costs,
21 expenses and attorneys’ fees incurred by Lender in enforcing the terms of the Loan Documents.
22 22. As a direct and proximate result of Borrower’s breach of the Note, Credit
23 Agreement and other Loan Documents, Lender has suffered damages in the total amount of
24 $79,844.95, which amount is immediately due and payable. Additional interest, costs and fees
25 continue to accrue, including but not limited to attorneys’ fees, legal costs and other expenses, in
26 an amount to be proven at trial.
27 ///
28 ///
4882-3734-8794 -4-
COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A.
1 SECOND CAUSE OF ACTION
(Breach of Guaranty)
2 (As to Guarantor and Does 26-50)
3 23. Lender realleges paragraphs 1 through 14 and 16 through 22, inclusive,
4 and by this reference incorporates the same as though fully set forth herein.
5 24. Lender has performed all the terms and conditions required on its part to
6 be performed pursuant to the Loan Documents and, in particular, pursuant to the terms and
7 conditions of the Guaranty.
8 25. Pursuant to the express provisions of the Guaranty, Guarantor covenanted
9 and unconditionally guaranteed, among other things, that Guarantor would pay Lender the
10 amounts owed under the Loan Documents, plus interest, attorneys’ fees and costs, as such
11 amounts became due, in the event Borrower failed to do so.
SNELL & WILMER
COSTA MESA, CALIFORNIA 92626-7689
600 ANTON BLVD, SUITE 1400
12 26. As of April 14 2024, Guarantor was indebted to Lender under the Loan
LAW OFFICES
13 Documents in the total amount of $79,844.95. Additional interest, fees and costs, including but
L.L.P.
14 not limited to, attorneys’ fees and costs, continue to accrue pursuant to the terms of the Loan
15 Documents.
16 27. As a direct and proximate result of Guarantor’s breach of the Guaranty,
17 Lender has suffered damages in an amount to be proven at trial.
18 28. Pursuant to the Guaranty, Lender is entitled to recover attorneys’ fees and
19 all costs and expenses of collection incurred by Lender in the enforcement of the provisions of
20 the Loan Documents.
21
22 WHEREFORE, Lender prays for judgment as follows:
23 ON THE FIRST CAUSE OF ACTION:
24 1. For damages in the amount of at least $79,844.95, plus accruing late
25 charges, fees, costs, and interest according to proof through and including the date of judgment;
26 2. For costs of suit incurred herein;
27 3. For reasonable attorneys’ fees and costs of collection; and
28 4. For such other and further relief as the Court may deem just and proper.
4882-3734-8794 -5-
COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A.
1 ON THE SECOND CAUSE OF ACTION:
2 1. For damages in the amount of at least $79,844.95, plus accruing late
3 charges, fees, costs, and interest according to proof through and including the date of judgment;
4 2. For costs of suit incurred herein;
5 3. For reasonable attorneys’ fees incurred herein; and
6 4. For such other and further relief as the Court may deem just and proper.
7 ON ALL CAUSES OF ACTION:
8 1. For costs of suit herein incurred; and
9 2. For such other and further relief as the Court may deem proper.
10
11 Dated: May 9, 2024 SNELL & WILMER L.L.P.
SNELL & WILMER
COSTA MESA, CALIFORNIA 92626-7689
600 ANTON BLVD, SUITE 1400
12
LAW OFFICES
13 By:
L.L.P.
Michele S. Assayag
14 Joshua K. Partington
Attorneys for Plaintiff,
15 JPMORGAN CHASE BANK, N.A.
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COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A.
EXHIBIT 1
Line of Credit Note
CHASE 0
$75,000.00
Date: July 2s;201s
Promise to Pay. Lazear Mack, LLP (the "Borrower") promises to pay to JPMorgan Chase Bank, N.A., whose address is/2150
Shattuck Ave, Berkeley, CA 94704 (the "Bank") or order, in lawful money of the United States of America, the sum of Seventy-Five
Thousand and 00/100 Dollars ($75,000.00) or so much thereof as may be advanced and outstanding:
(I) $100.00, or (2) the aggregate sum of (a) accrued interest, plus (b) 11100th of the then unpaid principal balance, but not to exceed
the then outstanding balance of this Note, shall be payable monthly, beginning on August 25, 2018, and on the same calendar day
monthly thereafter until the Final Availability Date. As of the Final Availability Date, no further advances under this Note \\'ill be
available. Thereafter, on the same calendar day as payments were due prior to the .Final Availability Date, monthly payments shall be
due in an amount equal to the greater of (1) $250.00, or (2) the aggregate sum of (a) accrued interest, plus (b) I/60th of the unpaid
principal balance. Payments and any other credits shall be allocated among principal, interest, late charges, collection costs, fe~s and
other charges at the discretion of the Bank, unless otherwise required by applicable law.
Interest on this Note is computed on the basis of the actual number of days elapsed in a year of 360 days at the rate of 2.55o/o Per
Annum above the Prime Rate (the "Note Rate"), and at the rate of 3.00% Per Annum above the Note Rate, at the Bank's option,jupon
the occurrence of any default under this Note, whether or not the Bank elects to accelerate the maturity of this Note, from the date
such increased rate is imposed by the Bank. In this Note, "Prime Rate" means the rate of interest Per Annum announced from time to
time by the Bank as its prime rate. The Prime Rate is a variable rate and each change in the Prime Rate is effective from and including
the date the change is announced as being effective. THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE; THE
BANK'S LOWEST RATE.
In no event shall the interest rate exceed the maximum rate allowed by law. Any interest payment that would for any reason be
unlawful under applicable law shall be applied to principal.
Interest will be computed on the unpaid principal balance from the date of each borrowing.
The Borrower shall make all payments on this Note and the other Related Documents, without setoff, deduction, or counterclaim, to
the Bank at the Bank's address above or at such other place as the Bank may designate in writing. If any payment of principal or
interest on this Note shall become due on a day that is not a Business Day, the payment will be made on the next succeeding Business
Day. The term "Business Day" in this Note means a day other than a Saturday, Sunday or any other day on which national banking
associations are authorized to be closed. Payments shall be allocated among principal, interest and fees at the discretion ofthetBank
unless otherwise agreed or required by applicable law. Acceptance by the Bank of any payment that is less than the payment due at
that time shall not constitute a waiver of the Bank's right to receive payment in full at that time or any other time.
Annual Fee. A non-refundable annual fee of $250.00, or such other amount as advised by the Bank, may be charged to this Note for
each year that advances are available under this Note or for each year there remains a principal amount outstanding on this Note. No
refund of any part of the annual fee will be made in the event of cancellation of this Note for any reason. The annual fee for th\! first
year will be $250,00. If the annual fee has been waived by the Bank based on any promotional offer made in connection; with
Borrower's Chase business checking account, the annual fee may be reinstated by the Bank if such account is closed for any reason
whatsoever.
Credit Holds. Notwithstanding anything to the contrary in this Note, the Bank may apply all payments and credits in accordance with
the standard operating procedures of the Bank and with the requirements of applicable law. For billing and interest accrual purposes,
credit for the payment is given on the Business Day the payment is processed and posted to the account. Nevertheless, after processing
the Bank may elect to verify the receipt of good funds or otherwise elect to place a "credit hold" on such payments before releasing
any payment amount as available credit for additional advances on the line of credit.
The Bank makes the following line of credit payments available for readvance the next Business Day after processing: (a) electronic
payments, (b) payments made on Chase.com, and (c) payments made at any branch office of the Bank if made (i) by check clrawn
upon a deposit account with the Bank or (ii) in cash. The Bank currently places a credit hold on most other payments for a pertod of
seven days commencing on the Business Day the payment is processed; provided that when the day following the seventh day pf the
BBHD 035081025270
credit hold period is not a Business Day, then the payment amount will not be available for additional advances until the next Bui iness
Day. l
The Bank may change its credit hold policy from time to time and will advise Borrower, including by inclusion of a message ~n the
billing statement for this Note. To preclude an overdraft during the credit hold period Borrower must remember the portion of each
payment intended to reduce the principal balance may not be immediately available for additional advances on the line of credit. The
balance available for advances can be verified by contacting the Bank on-line, by telephone or in person at a branch location.
Bank's Rights to Limit Credit Availability. Regardless of whether a default exists under this Note, the Bank may exercise i ny of
the following options: !
t
Reductions in Credit Available. Upon written notice to Borrower, in its sole discretion and for any reason, the Ban~ may
reduce the maximum amount of credit available under this Note to an amount that will not be less than the principal b~lance
then outstanding at the date the notice is provided. Notwithstanding any such reduction, all other provisions of this NotJ shall
remain in full force and effect, including the payment terms as set forth in this Note, and including the Bank's ri~ht to
convert the line of credit, or to elect to make future further reductions in the available credit. The effective date i:>f the
reduction in credit available shall be the date stated in the notice the Bank provides to the Borrower. ·
Termination of Revolving Credit. Upon written notice to the Borrower, in its sole discretion and for any reason, theiBank
may terminate its obligation to make revolving advances under this Note and convert this Note to a term note. The effective
date of the conversion to a term note shall be the date stated in the notice the Bank provides and this date shall be kno~ n as
the "Final Availability Date." '
Line of Credit Advances. The Note evidences a revolving line of credit. The unpaid balance of this Note shall increase and de! rease
with advances and payments made from time to time. Until the earlier of the Final Availability Date or the occurrence of any d~fault,
Borrower may borrow, pay down and reborrow under this Note. Advances under this Note shall he deemed to have been authorizjed by
Borrower, and Borrower agrees to be. liable for all such advances, if either (a) requested orally or in writing by the Borrower or(by an
authorized person or (b) credited to any of Borrower's accounts with the Bank. Each person or enticy signing this Note on behalf'.o fthe
Borrower and each guarantor is an authorized person. The Bank may, but need not, require that all oral requests be confin~ed in
writing. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by the Bank's
internal records, including daily computer printouts. The Bank will have no obligation to advance funds under this Note if: (! ) any
Event of Default has occurred; (b) any Obliger ceases doing business or is insolvent; ( c) any guarantors seek, claim or othe.rwise
attempts to limit, modify or revoke their guarantee of this Note or any other loan with the Bank; (d) Borrower has applied 'funds
provided pursuant to this Note for purposes other than those authorized by the Bank; or (e) the Bank in good faith believes / itself
insecure. !
Methods for Advances. Additional advance procedures applicable to this Note include the following: The principal amount J fthis
Note may be advanced by means including but not limited to, Where available, check(s), telephone transfer/access, and ~mline
transfers and may be repaid and re-advanced in full or part until the Final Availability Date. Borrower assumes liability for, and 4grees
to pay for, purchases and cash advances made by Borrower or anyone authorized by Borrower, through use of any method of adyance,
and agrees to pay, at such place as the Bank designates, all extensions of credit and charges in accordance with statement billings and
the interest, fees and other charges as same may be modified from time to time by the Bank .. Borrower is bound and lia~)e for
repayment of the entire Note, regardless ofwho received the benefit of the transaction(s) or to whom any advance of credit was'fnade.
If the Bank should make any advance in excess of the maximum principal amount of this Note, the making of the advance shall bot be
deemed to constitute an increase in the maximum principal amount of this Note and shall be due and payable upon demand. ,,
J
Overdraft Facility. The principal amount of this Note may also be advanced to Borrower's designated checking account(s)
1at the
Bank and/or another JPMorgan Chase & Co. affiliate (individually and collectively referred to as the "Deposit Account") if any '.check
or other charge against the Deposit Account exceeds the available balance of the Deposit Account. Borrower must confirm in writing
any request for such overdraft protection for the Deposit Account. Such advances will be in. $50.00 increments or as oth~\-wise
provided in the Account Rules and Regulations, now existing or hereafter modified, rounded up to cover the entire amount by }'Vhich
the check(s) or other charges exceed(s) the available Deposit Account balance. If the available balance of this Note is not suffictent to
cover the entire overdraft, the Bank will transfer the maximum available Note balance. The bank where the Deposit Account is
maintained will pay items in accordance with the Deposit Account Rules and Regulations, now existing or hereafter modified.'llfthe
amount transferred is less than the amount of the overdraft, all checks or other charges may not be paid. Advances on this Note ~ ill be
made to cover an overdraft created by any authorized signer on the Deposit Account, even if that authorized signer is not a Borro'.wer.
!
Stop Payment Fee. A stop payment charge of $25.00 will be assessed and charged directly to this Note for each check written akainst
this Note upon which a stop payment order is issued. ~.
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BBHD 2 03508102527◊
Late Fee. If a payment is 10 days or more late, Borrower will be charged a late fee of 5.00% of the payment due or $25.00, whichever
is greater, up to the maximum amount of $250.00 per late fee. Borrower shall pay the late payment charge upon demand by theCBank
or, if billed, within the time specified.
Dishonored Item Fee. The Borrower will pay a fee to the Bank of $25.00 if the Borrower makes a payment on this Note arid the
check or preauthorized charge with which the Borrower pays is later dishonored.
Purpose of Loan. The Borrower acknowledges and agrees that this Note evidences a loan for a business, commercial, agricultural or
similar commercial enterprise purpose, and that no advance shall be used for any personal, family or household purpose. The proceeds
of the loan shall be used only for the Borrower's working capital purposes.
Credit Facility. The Bank has approved a credit facility to the Borrower in a principal amount not to exceed the face amount qfthis
Note. The credit facility is in the form of advances made from time to time by the Bank to the Borrower. This Note evidences the
Borrower's obligation to repay those advances. The aggregate principal amount of debt evidenced by this Note is the amount reflected
from time to time in the records of the Bank. Until the earliest to occur of maturity, declaration of Final Availability Date by the Bank,
any default, event of default, or any event that would constitute a default or event of default but for the giving of notice, the lapse of
time or both, the Borrower may borrow, pay down and reborrow under this Note subject to the terms of the Related Documents.
Usury. To the extent any law other than Federal law or Ohio law is deemed to govern this Note with respect to interest, the following
provisions shall apply: The Bank does not intend to charge, collect or receive any interest that would exceed the maximum rate
allowed by law. If the effect of any applicable law is to render usurious any amount called for under this Note or the other Related
Documents, or if any amount is charged or received with respect to this Note, or if any prepayment by the Borrower results in the
payment of any interest in excess ofthat permitted by law, then all excess amounts collected by the Bank shall be credited on the
principal balance of this Note (or, if this Note and all other indebtedness arising under or pursuant to the other Related Docurnents
shall have been paid in full, refunded to the Borrower), and the provisions of this Note and the other Related Documents; shall
immediately be deemed reformed and the amounts thereafter collectable reduced, without the necessity ofthe execution of any new
document, so as to comply with the then applicable law. All sums paid, or agreed to be paid, by the Borrower for the use, forbearance,
or detention of money under this Note or the other Related Documents shall, to the maximum extent permitted by applicable l~w, be
amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount
of interest on account of such indebtedness does not exceed the usury ceiling from time to time in effect and applicable to: such
indebtedness for so long as such indebtedness is outstanding.
Per Annum. In this Note the term "Per Annum" means for a year deemed to be comprised of360 days.
[The remainder of the page is intentionally left blank.]
BBHD 3 035081025270
M;i'l;~lla11ei:u1s. This NotQ binds the Borrqwl;lr !!ind it,s s.weeesSGrs, and benetltis the Ha11k, its sueeeswn; 11i.t1d as:sci1ns. Amy refere
the Baiik 1\1:le.Judes any holder ofthrs Note. '.f:h1t Note is subJeet to that certam Credit Agreement by .and betwe.en the Borrowe.r
Bank, ootad. July 2S, 2:0 lt~ and aJJ an:i:endments,. re,statements and r@plaetmlt::nts ther~f (the ''Crediit Agre~ent'1) to whfoh
hereby i;nade for a m.ore e°O'.mplete statement ofthe tettl'l:!l and oondit1ons t.mder which the loan evid:eneed hereby is made ana
repaid. The: tei/.ms and p.rovi:l!ionti of the Credit Agr6~ent ar@ hereby ioo,orp0rated and m;1Jde a part hereof by this r6ferenee
with the same forC'e a:nd l;lfft,c,t11s. if set forth at lmgth, herein. No refer.ene,e. to the Credit Agreement $:lid no provisitms of tbiii
the Credit Agreem®t shan alter Qr impair the abSO;hite and un,em:e.nt. If any one or more 01the <:>b!Jiga.tions of the Borrower ti:naer this Note (tr a:ny prdvrsion, hereof iSJ held
invalid, .illegal or urienfor:ceable in any jurisdietiol'l, tb:e. vaJ1dify, (,e!!iaHt:y and enforooo:bility of the remaining. ol,.ligattons
Borrower and the. remaining pr6'.v'il11ons shall not in any way be ~ted or impaired; and the invalidity, illegality or ~nfo.
in onejurisdiction shall not affeet th1;r vaHdity,.. le:gal~fy or eJtfOtQ(}a:1'1lit.y of.&uek obHgations .or provl&ioos in a:ny other juri
Time is <;ifthe e.ssenae under tbi& Note and in the perf-OJmanee ofevery .term, .eov&lffllt l¼nd obligation COil'.ltafoed hereia.
Address: 43,G 14th Sit :Sti\l'. I 117
Oakl<1:n.d, CA 94G l 2
BBHD 4
EXHIBIT 2
CHASEO Credit Agreemjmt
This agreement dated as of July 25, 2018 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the
"Bank"), w.hose address is 2150 Shattuck Ave, Berkeley, CA 94704, and Lazear Mack, LLP (individually, the "Borrower" a'nd if
more than one, collectively, the "Borrowers"}, whose address is 436 14th St Ste 1117, Oakland, CA 94612.
1. Credit Facility.
1.1 Scope. This agreement governs only the Credit Facility (hereinafter defined). Advances under the Credit Facility
shall be subject to the procedures established from time to time by the Bank. Any procedures agreed to by the J3ank
with respect to obtaining advances, including automatic loan sweeps, shall not vary the terms or conditions of this
agreement or the other Related Documents regarding the Credit Facility.
1.2 Credit Facility (Line of Credit). The Bank has approved a credit facility to the Borrower in the form of a line of
credit in the principal sum not to exceed $75,000.00 in the aggregate at any one time outstanding Credit undJr the
Credit Facility shall be repayable as set forth in a Note (hereinafter defined) dated July 25, 2018, and any rene}vals,
modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor. ·
2. Definitions and Interpretations.
2.1 Definitions. As used in this agreement, the following terms have the following respective meanings:
A. "Affiliate" means any Person which, directly or indirectly Controls or is Controlled by or under common
Control with, another Person, and any director or officer thereof. The Bank is under no circumstances to be deemed
an Affiliate of the Borrower or any of its Subsidiaries.
B. "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable t~ the
Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
C. "Authorizing Documents" means certificates of authority to transact business, certificates of .good
standing, borrowing resolutions, appointments, officer's certificates, certificates of incumbency, and (other
documents which empower and authorize or evidence the power and authority of all Persons (other than the ~ank)
executing any Related Document or their representatives to execute and deliver the Related Documents and pei;form
the Person's obligations thereunder. ·
D. "Collateral"
Preview
1 SNELL & WILMER L.L.P. Michele S. Assayag, Bar No. 109540 2 massayag@swlaw.com Joshua K. Partington, Bar No. 275939 3 jpartington@swlaw.com 600 Anton Blvd., Suite 1400 4 Costa Mesa, California 92626-7689 Telephone: 714.427.7000 5 Facsimile: 714.427.7799 6 Attorneys for Plaintiff JPMORGAN CHASE BANK, N.A. 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF ALAMEDA, HAYWARD HALL OF JUSTICE 10 JPMORGAN CHASE BANK, N.A., Case No. 11 SNELL & WILMER COSTA MESA, CALIFORNIA 92626-7689 Plaintiff, COMPLAINT FOR: 600 ANTON BLVD, SUITE 1400 12 v. (1) BREACH OF CONTRACT; LAW OFFICES 13 L.L.P. LAZEAR MACK, LLP; ARTHUR W. (2) BREACH OF GUARANTY. 14 LAZEAR, an individual; and DOES 1 through 50, inclusive, 15 Defendants. 16 17 Plaintiff, JPMORGAN CHASE BANK, N.A., (“Lender,” “Bank” or “Plaintiff”), 18 complains and alleges as follows: 19 VENUE 20 1. Pursuant to Section 395 of the California Code of Civil Procedure, venue is 21 proper in the above-entitled Court because defendant ARTHUR W. LAZEAR (“Guarantor”) 22 resides and is located in the County of Alameda, State of California. 23 PARTIES 24 2. Lender is, and at all times mentioned herein was, authorized to conduct 25 business in the State of California. 26 27 28 4882-3734-8794 COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A. 1 3. Lender is informed and believes, and thereon alleges, that defendant 2 LAZEAR MACK, LLP (“Borrower”) is, and at all times mentioned herein a limited liability 3 partnership with a principal place of business in Newark, California. 4 4. Lender is informed and believes, and thereon alleges, that Guarantor is, and 5 at all times mentioned herein has been, an individual residing in the city of Newark, Alameda 6 County, California. Hereinafter, Borrower and Guarantor shall, at times, be referred to collectively 7 as the “Obligors.” 8 5. The true names and capacities of the defendants named herein as Does 1 9 through 50, inclusive, whether individual, corporate, partnership, association or otherwise, are 10 unknown to Lender, and as such, are sued by fictitious names pursuant to Section 474 of the 11 California Code of Civil Procedure. When Lender ascertains the true names and capacities of said SNELL & WILMER COSTA MESA, CALIFORNIA 92626-7689 600 ANTON BLVD, SUITE 1400 12 Doe defendants, it will seek leave of Court to amend this Complaint to include their true names LAW OFFICES 13 and capacities. Hereinafter, “Defendants” shall include Obligors and Does 1 through 50, inclusive. L.L.P. 14 6. Lender is informed and believes, and thereon alleges, that Defendants are, 15 and at all times mentioned herein have been, the agents, principals, partners, co-conspirators and/or 16 co-venturers of each other, that each such defendant acted within the course, scope and authority 17 of said relationship, and that, as a result, said Defendants are jointly and severally liable for the 18 acts alleged herein. 19 THE LOAN 20 7. Lender made a commercial loan to Borrower pursuant to that certain Line 21 of Credit Note in the amount of $75,000.00 (“Note”) and Credit Agreement dated July 25, 2018 22 (“Credit Agreement”), (collectively, the “Contract”). True and correct redacted copies of the 23 Contract are attached hereto as Exhibit 1 and Exhibit 2, respectively, and are incorporated herein 24 by reference. 25 THE GUARANTY 26 8. As credit support for the Loan, Guarantor executed a Continuing Guaranty 27 (“Guaranty”) on or about July 25, 2018. Pursuant to the Guaranty, Guarantor unconditionally 28 agreed to pay all obligations of Borrower to Lender, including any and all interest, fees, costs, and 4882-3734-8794 -2- COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A. 1 any attorneys’ fees and/or legal expenses incurred for the enforcement of the obligations under the 2 Contract, in the event Borrower failed to do so. A true and correct redacted copy of the Guaranty 3 is attached hereto as Exhibit “3” and is incorporated herein by this reference. 4 9. Hereinafter, the Credit Agreement, Note, Guaranty and any other 5 documents executed in connection with or evidencing the Contract, may be referred to, 6 collectively, as the “Loan Documents.” 7 THE LOAN DEFAULTS 8 10. Borrower defaulted pursuant to the terms of the Loan Documents by, among 9 other things, failing to make the November 2023 payment, and all other payments due thereafter, 10 as required under the Loan Documents (the “Payment Default”). 11 11. Paragraph 7 of the Credit Agreement provides, in pertinent part: SNELL & WILMER COSTA MESA, CALIFORNIA 92626-7689 600 ANTON BLVD, SUITE 1400 12 7. Default/Remedies. LAW OFFICES 7.1 Events of Default/Acceleration. If any of the following events occurs, 13 L.L.P. the Note shall become due immediately, without notice, at the Bank’s option: 14 A. Any Obligor fails to pay when due any of the Liabilities or any other debt to any Person, or any amount payable with respect to any of the Liabilities, or 15 under the Note, any other Related Document, or any agreement or instrument 16 evidencing other debt to any Person. Exhibit “2,” p. 7. 17 12. On or about February 5, 2024, following the failure of Obligors to cure the 18 Payment Default under the Loan Documents, Lender made demand on Obligors for payment of the 19 past due amounts owing under the Contract, to be paid to Lender immediately. Obligors defaulted 20 under the Loan Documents by failing to pay the amounts due and owing upon Lender’s demand, 21 as required under the Loan Documents. 22 13. Lender notified Obligors that there had been a breach of the Loan Documents 23 and that all outstanding amounts were immediately due and payable. However, to date, Obligors 24 have failed and refused to pay all outstanding amounts due to Lender under the Contract. 25 14. As of April 14, 2024, Obligors were indebted to Lender under the Loan 26 Documents in the total amount of $79,844.95, comprised of $74,952.51 in principal, $4,534.56 in 27 accrued interest, and $357.88 in late charges and other fees. These amounts are exclusive of 28 attorneys’ fees and costs, to which Lender is entitled under the terms of the Loan Documents. 4882-3734-8794 -3- COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A. 1 Additional interest, fees and costs, including but not limited to attorneys’ fees and costs, continue 2 to accrue pursuant to the terms of the Loan Documents. 3 FIRST CAUSE OF ACTION Breach of Contract 4 (As to Borrower and Does 1-25) 5 15. Lender realleges paragraphs 1 through 14 inclusive, and by this reference 6 incorporates the same as though fully set forth herein. 7 16. Lender and Borrower entered into the Note, Credit Agreement and other 8 Loan Documents, as described herein, which constitute valid and binding agreements between 9 Lender and Borrower. 10 17. At all relevant times mentioned herein, Lender was, and is, the lawful 11 holder of the Note, Credit Agreement and other Loan Documents. SNELL & WILMER COSTA MESA, CALIFORNIA 92626-7689 600 ANTON BLVD, SUITE 1400 12 18. Lender has performed all of the terms and conditions required on its part to LAW OFFICES 13 be performed pursuant to the Note, Credit Agreement and other Loan Documents. L.L.P. 14 19. Borrower executed the Note and Credit Agreement in favor of Lender in 15 exchange for valuable consideration. 16 20. Borrower defaulted pursuant to the terms of the Loan Documents by, among 17 other things, failing to make the November 2023 payment, and all other payments due thereafter, 18 as required under the Loan Documents. 19 21. Borrower is obligated to Lender for interest on the principal amounts 20 outstanding under the Note, Credit Agreement and other Loan Documents, as well as all costs, 21 expenses and attorneys’ fees incurred by Lender in enforcing the terms of the Loan Documents. 22 22. As a direct and proximate result of Borrower’s breach of the Note, Credit 23 Agreement and other Loan Documents, Lender has suffered damages in the total amount of 24 $79,844.95, which amount is immediately due and payable. Additional interest, costs and fees 25 continue to accrue, including but not limited to attorneys’ fees, legal costs and other expenses, in 26 an amount to be proven at trial. 27 /// 28 /// 4882-3734-8794 -4- COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A. 1 SECOND CAUSE OF ACTION (Breach of Guaranty) 2 (As to Guarantor and Does 26-50) 3 23. Lender realleges paragraphs 1 through 14 and 16 through 22, inclusive, 4 and by this reference incorporates the same as though fully set forth herein. 5 24. Lender has performed all the terms and conditions required on its part to 6 be performed pursuant to the Loan Documents and, in particular, pursuant to the terms and 7 conditions of the Guaranty. 8 25. Pursuant to the express provisions of the Guaranty, Guarantor covenanted 9 and unconditionally guaranteed, among other things, that Guarantor would pay Lender the 10 amounts owed under the Loan Documents, plus interest, attorneys’ fees and costs, as such 11 amounts became due, in the event Borrower failed to do so. SNELL & WILMER COSTA MESA, CALIFORNIA 92626-7689 600 ANTON BLVD, SUITE 1400 12 26. As of April 14 2024, Guarantor was indebted to Lender under the Loan LAW OFFICES 13 Documents in the total amount of $79,844.95. Additional interest, fees and costs, including but L.L.P. 14 not limited to, attorneys’ fees and costs, continue to accrue pursuant to the terms of the Loan 15 Documents. 16 27. As a direct and proximate result of Guarantor’s breach of the Guaranty, 17 Lender has suffered damages in an amount to be proven at trial. 18 28. Pursuant to the Guaranty, Lender is entitled to recover attorneys’ fees and 19 all costs and expenses of collection incurred by Lender in the enforcement of the provisions of 20 the Loan Documents. 21 22 WHEREFORE, Lender prays for judgment as follows: 23 ON THE FIRST CAUSE OF ACTION: 24 1. For damages in the amount of at least $79,844.95, plus accruing late 25 charges, fees, costs, and interest according to proof through and including the date of judgment; 26 2. For costs of suit incurred herein; 27 3. For reasonable attorneys’ fees and costs of collection; and 28 4. For such other and further relief as the Court may deem just and proper. 4882-3734-8794 -5- COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A. 1 ON THE SECOND CAUSE OF ACTION: 2 1. For damages in the amount of at least $79,844.95, plus accruing late 3 charges, fees, costs, and interest according to proof through and including the date of judgment; 4 2. For costs of suit incurred herein; 5 3. For reasonable attorneys’ fees incurred herein; and 6 4. For such other and further relief as the Court may deem just and proper. 7 ON ALL CAUSES OF ACTION: 8 1. For costs of suit herein incurred; and 9 2. For such other and further relief as the Court may deem proper. 10 11 Dated: May 9, 2024 SNELL & WILMER L.L.P. SNELL & WILMER COSTA MESA, CALIFORNIA 92626-7689 600 ANTON BLVD, SUITE 1400 12 LAW OFFICES 13 By: L.L.P. Michele S. Assayag 14 Joshua K. Partington Attorneys for Plaintiff, 15 JPMORGAN CHASE BANK, N.A. 16 17 18 19 20 21 22 23 24 25 26 27 28 4882-3734-8794 -6- COMPLAINT OF PLAINTIFF, JPMORGAN CHASE BANK, N.A. EXHIBIT 1 Line of Credit Note CHASE 0 $75,000.00 Date: July 2s;201s Promise to Pay. Lazear Mack, LLP (the "Borrower") promises to pay to JPMorgan Chase Bank, N.A., whose address is/2150 Shattuck Ave, Berkeley, CA 94704 (the "Bank") or order, in lawful money of the United States of America, the sum of Seventy-Five Thousand and 00/100 Dollars ($75,000.00) or so much thereof as may be advanced and outstanding: (I) $100.00, or (2) the aggregate sum of (a) accrued interest, plus (b) 11100th of the then unpaid principal balance, but not to exceed the then outstanding balance of this Note, shall be payable monthly, beginning on August 25, 2018, and on the same calendar day monthly thereafter until the Final Availability Date. As of the Final Availability Date, no further advances under this Note \\'ill be available. Thereafter, on the same calendar day as payments were due prior to the .Final Availability Date, monthly payments shall be due in an amount equal to the greater of (1) $250.00, or (2) the aggregate sum of (a) accrued interest, plus (b) I/60th of the unpaid principal balance. Payments and any other credits shall be allocated among principal, interest, late charges, collection costs, fe~s and other charges at the discretion of the Bank, unless otherwise required by applicable law. Interest on this Note is computed on the basis of the actual number of days elapsed in a year of 360 days at the rate of 2.55o/o Per Annum above the Prime Rate (the "Note Rate"), and at the rate of 3.00% Per Annum above the Note Rate, at the Bank's option,jupon the occurrence of any default under this Note, whether or not the Bank elects to accelerate the maturity of this Note, from the date such increased rate is imposed by the Bank. In this Note, "Prime Rate" means the rate of interest Per Annum announced from time to time by the Bank as its prime rate. The Prime Rate is a variable rate and each change in the Prime Rate is effective from and including the date the change is announced as being effective. THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE; THE BANK'S LOWEST RATE. In no event shall the interest rate exceed the maximum rate allowed by law. Any interest payment that would for any reason be unlawful under applicable law shall be applied to principal. Interest will be computed on the unpaid principal balance from the date of each borrowing. The Borrower shall make all payments on this Note and the other Related Documents, without setoff, deduction, or counterclaim, to the Bank at the Bank's address above or at such other place as the Bank may designate in writing. If any payment of principal or interest on this Note shall become due on a day that is not a Business Day, the payment will be made on the next succeeding Business Day. The term "Business Day" in this Note means a day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed. Payments shall be allocated among principal, interest and fees at the discretion ofthetBank unless otherwise agreed or required by applicable law. Acceptance by the Bank of any payment that is less than the payment due at that time shall not constitute a waiver of the Bank's right to receive payment in full at that time or any other time. Annual Fee. A non-refundable annual fee of $250.00, or such other amount as advised by the Bank, may be charged to this Note for each year that advances are available under this Note or for each year there remains a principal amount outstanding on this Note. No refund of any part of the annual fee will be made in the event of cancellation of this Note for any reason. The annual fee for th\! first year will be $250,00. If the annual fee has been waived by the Bank based on any promotional offer made in connection; with Borrower's Chase business checking account, the annual fee may be reinstated by the Bank if such account is closed for any reason whatsoever. Credit Holds. Notwithstanding anything to the contrary in this Note, the Bank may apply all payments and credits in accordance with the standard operating procedures of the Bank and with the requirements of applicable law. For billing and interest accrual purposes, credit for the payment is given on the Business Day the payment is processed and posted to the account. Nevertheless, after processing the Bank may elect to verify the receipt of good funds or otherwise elect to place a "credit hold" on such payments before releasing any payment amount as available credit for additional advances on the line of credit. The Bank makes the following line of credit payments available for readvance the next Business Day after processing: (a) electronic payments, (b) payments made on Chase.com, and (c) payments made at any branch office of the Bank if made (i) by check clrawn upon a deposit account with the Bank or (ii) in cash. The Bank currently places a credit hold on most other payments for a pertod of seven days commencing on the Business Day the payment is processed; provided that when the day following the seventh day pf the BBHD 035081025270 credit hold period is not a Business Day, then the payment amount will not be available for additional advances until the next Bui iness Day. l The Bank may change its credit hold policy from time to time and will advise Borrower, including by inclusion of a message ~n the billing statement for this Note. To preclude an overdraft during the credit hold period Borrower must remember the portion of each payment intended to reduce the principal balance may not be immediately available for additional advances on the line of credit. The balance available for advances can be verified by contacting the Bank on-line, by telephone or in person at a branch location. Bank's Rights to Limit Credit Availability. Regardless of whether a default exists under this Note, the Bank may exercise i ny of the following options: ! t Reductions in Credit Available. Upon written notice to Borrower, in its sole discretion and for any reason, the Ban~ may reduce the maximum amount of credit available under this Note to an amount that will not be less than the principal b~lance then outstanding at the date the notice is provided. Notwithstanding any such reduction, all other provisions of this NotJ shall remain in full force and effect, including the payment terms as set forth in this Note, and including the Bank's ri~ht to convert the line of credit, or to elect to make future further reductions in the available credit. The effective date i:>f the reduction in credit available shall be the date stated in the notice the Bank provides to the Borrower. · Termination of Revolving Credit. Upon written notice to the Borrower, in its sole discretion and for any reason, theiBank may terminate its obligation to make revolving advances under this Note and convert this Note to a term note. The effective date of the conversion to a term note shall be the date stated in the notice the Bank provides and this date shall be kno~ n as the "Final Availability Date." ' Line of Credit Advances. The Note evidences a revolving line of credit. The unpaid balance of this Note shall increase and de! rease with advances and payments made from time to time. Until the earlier of the Final Availability Date or the occurrence of any d~fault, Borrower may borrow, pay down and reborrow under this Note. Advances under this Note shall he deemed to have been authorizjed by Borrower, and Borrower agrees to be. liable for all such advances, if either (a) requested orally or in writing by the Borrower or(by an authorized person or (b) credited to any of Borrower's accounts with the Bank. Each person or enticy signing this Note on behalf'.o fthe Borrower and each guarantor is an authorized person. The Bank may, but need not, require that all oral requests be confin~ed in writing. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by the Bank's internal records, including daily computer printouts. The Bank will have no obligation to advance funds under this Note if: (! ) any Event of Default has occurred; (b) any Obliger ceases doing business or is insolvent; ( c) any guarantors seek, claim or othe.rwise attempts to limit, modify or revoke their guarantee of this Note or any other loan with the Bank; (d) Borrower has applied 'funds provided pursuant to this Note for purposes other than those authorized by the Bank; or (e) the Bank in good faith believes / itself insecure. ! Methods for Advances. Additional advance procedures applicable to this Note include the following: The principal amount J fthis Note may be advanced by means including but not limited to, Where available, check(s), telephone transfer/access, and ~mline transfers and may be repaid and re-advanced in full or part until the Final Availability Date. Borrower assumes liability for, and 4grees to pay for, purchases and cash advances made by Borrower or anyone authorized by Borrower, through use of any method of adyance, and agrees to pay, at such place as the Bank designates, all extensions of credit and charges in accordance with statement billings and the interest, fees and other charges as same may be modified from time to time by the Bank .. Borrower is bound and lia~)e for repayment of the entire Note, regardless ofwho received the benefit of the transaction(s) or to whom any advance of credit was'fnade. If the Bank should make any advance in excess of the maximum principal amount of this Note, the making of the advance shall bot be deemed to constitute an increase in the maximum principal amount of this Note and shall be due and payable upon demand. ,, J Overdraft Facility. The principal amount of this Note may also be advanced to Borrower's designated checking account(s) 1at the Bank and/or another JPMorgan Chase & Co. affiliate (individually and collectively referred to as the "Deposit Account") if any '.check or other charge against the Deposit Account exceeds the available balance of the Deposit Account. Borrower must confirm in writing any request for such overdraft protection for the Deposit Account. Such advances will be in. $50.00 increments or as oth~\-wise provided in the Account Rules and Regulations, now existing or hereafter modified, rounded up to cover the entire amount by }'Vhich the check(s) or other charges exceed(s) the available Deposit Account balance. If the available balance of this Note is not suffictent to cover the entire overdraft, the Bank will transfer the maximum available Note balance. The bank where the Deposit Account is maintained will pay items in accordance with the Deposit Account Rules and Regulations, now existing or hereafter modified.'llfthe amount transferred is less than the amount of the overdraft, all checks or other charges may not be paid. Advances on this Note ~ ill be made to cover an overdraft created by any authorized signer on the Deposit Account, even if that authorized signer is not a Borro'.wer. ! Stop Payment Fee. A stop payment charge of $25.00 will be assessed and charged directly to this Note for each check written akainst this Note upon which a stop payment order is issued. ~. 1\ ·j \,I BBHD 2 03508102527◊ Late Fee. If a payment is 10 days or more late, Borrower will be charged a late fee of 5.00% of the payment due or $25.00, whichever is greater, up to the maximum amount of $250.00 per late fee. Borrower shall pay the late payment charge upon demand by theCBank or, if billed, within the time specified. Dishonored Item Fee. The Borrower will pay a fee to the Bank of $25.00 if the Borrower makes a payment on this Note arid the check or preauthorized charge with which the Borrower pays is later dishonored. Purpose of Loan. The Borrower acknowledges and agrees that this Note evidences a loan for a business, commercial, agricultural or similar commercial enterprise purpose, and that no advance shall be used for any personal, family or household purpose. The proceeds of the loan shall be used only for the Borrower's working capital purposes. Credit Facility. The Bank has approved a credit facility to the Borrower in a principal amount not to exceed the face amount qfthis Note. The credit facility is in the form of advances made from time to time by the Bank to the Borrower. This Note evidences the Borrower's obligation to repay those advances. The aggregate principal amount of debt evidenced by this Note is the amount reflected from time to time in the records of the Bank. Until the earliest to occur of maturity, declaration of Final Availability Date by the Bank, any default, event of default, or any event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, the Borrower may borrow, pay down and reborrow under this Note subject to the terms of the Related Documents. Usury. To the extent any law other than Federal law or Ohio law is deemed to govern this Note with respect to interest, the following provisions shall apply: The Bank does not intend to charge, collect or receive any interest that would exceed the maximum rate allowed by law. If the effect of any applicable law is to render usurious any amount called for under this Note or the other Related Documents, or if any amount is charged or received with respect to this Note, or if any prepayment by the Borrower results in the payment of any interest in excess ofthat permitted by law, then all excess amounts collected by the Bank shall be credited on the principal balance of this Note (or, if this Note and all other indebtedness arising under or pursuant to the other Related Docurnents shall have been paid in full, refunded to the Borrower), and the provisions of this Note and the other Related Documents; shall immediately be deemed reformed and the amounts thereafter collectable reduced, without the necessity ofthe execution of any new document, so as to comply with the then applicable law. All sums paid, or agreed to be paid, by the Borrower for the use, forbearance, or detention of money under this Note or the other Related Documents shall, to the maximum extent permitted by applicable l~w, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the usury ceiling from time to time in effect and applicable to: such indebtedness for so long as such indebtedness is outstanding. Per Annum. In this Note the term "Per Annum" means for a year deemed to be comprised of360 days. [The remainder of the page is intentionally left blank.] BBHD 3 035081025270 M;i'l;~lla11ei:u1s. This NotQ binds the Borrqwl;lr !!ind it,s s.weeesSGrs, and benetltis the Ha11k, its sueeeswn; 11i.t1d as:sci1ns. Amy refere the Baiik 1\1:le.Judes any holder ofthrs Note. '.f:h1t Note is subJeet to that certam Credit Agreement by .and betwe.en the Borrowe.r Bank, ootad. July 2S, 2:0 lt~ and aJJ an:i:endments,. re,statements and r@plaetmlt::nts ther~f (the ''Crediit Agre~ent'1) to whfoh hereby i;nade for a m.ore e°O'.mplete statement ofthe tettl'l:!l and oondit1ons t.mder which the loan evid:eneed hereby is made ana repaid. The: tei/.ms and p.rovi:l!ionti of the Credit Agr6~ent ar@ hereby ioo,orp0rated and m;1Jde a part hereof by this r6ferenee with the same forC'e a:nd l;lfft,c,t11s. if set forth at lmgth, herein. No refer.ene,e. to the Credit Agreement $:lid no provisitms of tbiii the Credit Agreem®t shan alter Qr impair the abSO;hite and un,em:e.nt. If any one or more 01the <:>b!Jiga.tions of the Borrower ti:naer this Note (tr a:ny prdvrsion, hereof iSJ held invalid, .illegal or urienfor:ceable in any jurisdietiol'l, tb:e. vaJ1dify, (,e!!iaHt:y and enforooo:bility of the remaining. ol,.ligattons Borrower and the. remaining pr6'.v'il11ons shall not in any way be ~ted or impaired; and the invalidity, illegality or ~nfo. in onejurisdiction shall not affeet th1;r vaHdity,.. le:gal~fy or eJtfOtQ(}a:1'1lit.y of.&uek obHgations .or provl&ioos in a:ny other juri Time is <;ifthe e.ssenae under tbi& Note and in the perf-OJmanee ofevery .term, .eov&lffllt l¼nd obligation COil'.ltafoed hereia. Address: 43,G 14th Sit :Sti\l'. I 117 Oakl<1:n.d, CA 94G l 2 BBHD 4 EXHIBIT 2 CHASEO Credit Agreemjmt This agreement dated as of July 25, 2018 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the "Bank"), w.hose address is 2150 Shattuck Ave, Berkeley, CA 94704, and Lazear Mack, LLP (individually, the "Borrower" a'nd if more than one, collectively, the "Borrowers"}, whose address is 436 14th St Ste 1117, Oakland, CA 94612. 1. Credit Facility. 1.1 Scope. This agreement governs only the Credit Facility (hereinafter defined). Advances under the Credit Facility shall be subject to the procedures established from time to time by the Bank. Any procedures agreed to by the J3ank with respect to obtaining advances, including automatic loan sweeps, shall not vary the terms or conditions of this agreement or the other Related Documents regarding the Credit Facility. 1.2 Credit Facility (Line of Credit). The Bank has approved a credit facility to the Borrower in the form of a line of credit in the principal sum not to exceed $75,000.00 in the aggregate at any one time outstanding Credit undJr the Credit Facility shall be repayable as set forth in a Note (hereinafter defined) dated July 25, 2018, and any rene}vals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor. · 2. Definitions and Interpretations. 2.1 Definitions. As used in this agreement, the following terms have the following respective meanings: A. "Affiliate" means any Person which, directly or indirectly Controls or is Controlled by or under common Control with, another Person, and any director or officer thereof. The Bank is under no circumstances to be deemed an Affiliate of the Borrower or any of its Subsidiaries. B. "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable t~ the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. C. "Authorizing Documents" means certificates of authority to transact business, certificates of .good standing, borrowing resolutions, appointments, officer's certificates, certificates of incumbency, and (other documents which empower and authorize or evidence the power and authority of all Persons (other than the ~ank) executing any Related Document or their representatives to execute and deliver the Related Documents and pei;form the Person's obligations thereunder. · D. "Collateral"