Complaint — NextGear Capital, Inc. v. Skyline RV Group LLC (Doc. 1-1, Case 1:15-cv-01797-MPB-TWP)

Summary

A complaint by NextGear Capital against Skyline RV Group LLC, Brandy M. Vraney, Kim T. Difilippo and Brandon M. Difilippo, filed in federal court on 11/16/15 as Document 1-1 in Case 1:15-cv-01797-MPB-TWP. NextGear alleges that on or about May 14, 2013 the dealer signed a Demand Promissory Note and Loan and Security Agreement in the principal sum of $125,000.00, and that the three individuals each executed an Individual Guaranty. It states that the dealer defaulted by failing to make payments and that as of September 28, 2015 the amounts due under the Note totaled $204,852.20. Count I alleges breach of contract against the dealer, and Counts II through IV breach of guaranty against Vraney, Kim T. Difilippo and Brandon M. Difilippo. NextGear asks for judgment against all four defendants, jointly and severally, in the amount of $204,852.20.

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Full text

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Case 1:15-cv-01797-MPB-TWP Dggument tt cled AL16/15 Page 1 of 56 PagelD #. 4 maa am
Tammy Baitz
2

Hamilton Superior Court Clerk
Hamilton County, Indiana

STATE OF INDIANA ) IN THE HAMILTON COUNTY COURTS
COUNTY OF HAMILTON ) CAUSE NO.
NEXTGEAR CAPITAL, INC.., )
)
Plaintiff, F 1 Is

YLINE RV GROUP MS ‘oy L6 o
SK RV LLC, ) Mp,S: by 2
BRANDY M. VRANEY, ) AN, Pic ONS
KIM T. DIFILIPPO, and ) Lis” Coy,
BRANDON M. DIFILIPPO, ) ’ Vig?

) | A
Defendants. )

COMPLAINT

Plaintiff, NextGear Capital, Inc. (“Plaintiff”), by counsel, for its Complaint against Skyline
RV Group LLC (“Dealer”), Brandy M. Vraney (“Vraney”), Kim T. Difilippo (“K. Difilippo”), and

Brandon M. Difilippo (“B. Difilippo”), states as follows:

Jurisdiction and Venue

]. Plaintiff is a Delaware corporation with its principal place of business at 1320 City
Center Drive, Suite 100, Carmel, Indiana 46032.

2. Skyline RV Group LLC is an Illinois Limited Liability Company having a physical
address of 13624 Cicero Avenue, Crestwood, Illinois 60445.

3. Brandy M. Vraney is an individual residing at 7315 Tiffany Drive, Oland Park,
Illinois 60462.

4. Kim T. Difilippo is an individual residing at 26050 Aarow Court, Channahon,

lilinois 60410.

5. Brandon M. Difilippo is an individual residing at 30780 Sea Sprite Drive,
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 2 of 56 PagelD #: 5

Wilmington, Illinois 60481.

6. Venue is proper in this Court as the Note, as that term is defined herein, grants the

courts of Hamilton County, Indiana jurisdiction over all matters arising under the Note.

Allegations Common to all Counts

7. On or about May 14, 2013, Dealer and Plaintiff entered into a Demand Promissory
Note and Loan and Security Agreement (the “Note”) in the principal sum of $125,000.00, together
with interest payable and other charges all as stated in the Note, whereby Dealer granted Plaintiff
a security interest in all of its assets and properties wherever located, including, without limitation,
all equipment of any kind or nature; all vehicles, vehicle parts and inventory then owned or
thereafter acquired; purchase money inventory, the purchase of which was financed or
floorplanned by Plaintiff for Dealer, of whatever kind or nature, and all returns, repossessions,
exchanges, substitutions, attachments, additions, accessions, accessories, replacements, and
proceeds thereof; all accounts receivable, chattel paper, and general intangibles then owned or
thereafter acquired by Dealer, together with the proceeds thereof; and all of Dealer’s documents,
books and records relating to the foregoing (the “Collateral”). A true and accurate copy of the
Note is attached hereto and incorporated herein as Exhibit A.

8. On or about May 14, 2013, Vraney executed an Individual Guaranty (the “Vraney
Guaranty”) in favor of Plaintiff, whereby Vraney guaranteed prompt and full payment to Plaintiff
of all liabilities and obligations of Dealer pursuant to the Note. A true and correct copy of the
Vraney Guaranty is attached hereto and incorporated herein as Exhibit B.

9. On or about May 14, 2013, K. Difilippo executed an Individual Guaranty (the “K.
Difilippo Guaranty”) in favor of Plaintiff, whereby K. Difilippo guaranteed prompt and full

payment to Plaintiff of all liabilities and obligations of Dealer pursuant to the Note. A true and
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 3 of 56 PagelD #: 6

correct copy of the K. Difilippo Guaranty is attached hereto and incorporated herein as Exhibit C.

10. On or about May 14, 2013, B. Difilippo executed an Individual Guaranty (the “B.
Difilippo Guaranty”) in favor of Plaintiff, whereby B. Difilippo guaranteed prompt and full
payment to Plaintiff of all liabilities and obligations of Dealer pursuant to the Note. A true and
correct copy of the B. Difilippo Guaranty is attached hereto and incorporated herein as Exhibit D.

ll. Plaintiff advanced funds to Dealer and to certain third parties on Dealer’s behalf
for the purchase of inventory as Collateral pursuant to the terms of the Note.

12. The funds advanced by Plaintiff to Dealer and to certain third parties on Dealer's
behalf have not been fully repaid as agreed.

13. Dealer defaulted under the Note by, inter alia, failing to make payments of principal
and/or interest due thereunder.

14. As a result of the occurrence and continuance of an Event of Default, as that term
is defined in the Note, Plaintiff declared the entire Indebtedness due.

15. As of September 28, 2015, the amounts due and owing under the Note total
$204,852.20, exclusive of attorneys’ fees and costs (the “Indebtedness”).

16. | The amount due from Dealer pursuant to the Note has not been paid.

17. Asaresult of Dealer’s default, Plaintiff has incurred additional expenses under the
Note, including, without limitation, attorneys’ fees and court costs, all of which amounts Plaintiff

is entitled to recover as the holder of the Note.

COUNT I—BREACH OF CONTRACT
18. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1

through 17, the same as if set forth verbatim herein.
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 4 of 56 PagelD #: 7

19. As set forth above, Dealer defaulted under the Note by, inter alia, failing to make
payments of principal and/or interest due thereunder.

20. Despite demand for payment, Dealer has failed or refused to make payments for
the amounts due and owing under the Note.

21. | The Indebtedness is now due and owing and has not been paid by Dealer.

22. Plaintiff owns and holds the Note and all rights to recover thereunder for Dealer's
breach of contract.

23. All conditions precedent to the right of Plaintiff to recover under the Note have

occurred or have been waived.

COUNT II—BREACH OF GUARANTY— BRANDY M. VRANEY

24. Plaintiff realleges and incorporates by reference the allegations of paragraphs |
through 23 herein, the same as if set forth verbatim herein.

25. As acondition of extending credit to Dealer, Plaintiff required Vraney to execute
the Vraney Guaranty in favor of Plaintiff, whereby Vraney guaranteed prompt and full payment
of all liabilities and obligations of Dealer pursuant to the Note (the “Guaranteed Obligations”).

26. | Under the terms of the Vraney Guaranty, Vraney waived, inter alia, the right to
receive notice of demand of any kind.

27. The Vraney Guaranty provides for the recovery of all reasonable costs of collection
and attorneys’ fees.

28. Dealer is in default under the Note, and there are unpaid amounts due and owing
by Dealer, all of which constitute Guaranteed Obligations of Vraney.

29. Plaintiff owns and holds the Vraney Guaranty and all rights to recover thereunder

for Vraney’s breach of guaranty.
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 5 of 56 PagelD #: 8

30. All conditions precedent to the right of Plamtiff to recover under the Vraney

Guaranty have occurred or have been waived.

COUNT IH—BREACH OF GUARANTY— KIM T. DIFTLIPPO

31. . Plaintiff realleges and incorporates by reference the allegations of paragraphs |
through 30 herein, the same as if set forth verbatim herein.

32. As a condition of extending credit to Dealer, Plaintiff required K. Difilippo to
execute the K. Difilippo Guaranty in favor of Plaintiff, whereby K. Difilippo guaranteed prompt
and full payment of all liabilities and obligations of Dealer pursuant to the Note (as before, the

“Guaranteed Obligations”).
33. Under the terms of the K. Difilippo Guaranty, K. Difilippo waived, inter alia, the
right to receive notice of demand of any kind.

34. The K. Difilippo Guaranty provides for the recovery of all reasonable costs of

collection and attorneys’ fees.
35. Dealer is in default under the Note, and there are unpaid amounts due and owing
by Dealer, all of which constitute Guaranteed Obligations of K. Difilippo.

36. . Plaintiff owns and holds the K. Difilippo Guaranty and all rights to recover

thereunder for K. Difilippo’s breach of guaranty.

37. All conditions precedent to the right of Plaintiff to recover under the K. Difilippo

Guaranty have occurred or have been waived.

COUNT IV—-BREACH OF GUARANTY— BRANDON M. DIFILIPPO
38. Plaintiff realleges and incorporates by reference the allegations of paragraphs |

through 37 herein, the same as if set forth verbatim herein.
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 6 of 56 PagelD #: 9

39. As a condition of extending credit to Dealer, Plaintiff required B. Difilippo to
execute the B. Difilippo Guaranty in favor of Plaintiff, whereby B. Difilippo guaranteed prompt
and full payment of all liabilities and obligations of Dealer pursuant to the Note (as before, the
“Guaranteed Obligations”).

40. Under the terms of the B. Difilippo Guaranty, B. Difilippo waived, inter alia, the
right to receive notice of demand of any kind.

41. The B. Difilippo Guaranty provides for the recovery of all reasonable costs of
collection and attorneys’ fees.

42. Dealer is in default under the Note, and there are unpaid amounts due and owing
by Dealer, all of which constitute Guaranteed Obligations of B. Difilippo.

43. Plaintiff owns and holds the B. Difilippo Guaranty and all mghts to recover
thereunder for B. Difilippo’s breach of guaranty.

44. _ All conditions precedent to the right of Plaintiff to recover under the B. Difilippo

Guaranty have occurred or have been waived.

WHEREFORE, Plaintiff prays that the Court enter a judgment in Plaintiffs favor and
against Skyline RV Group LLC, Brandy M. Vraney, Kim T. Difilippo, and Brandon M. Difilippo,

jointly and severally, in the amount of $204,852.20; that Plaintiff be awarded all reasonable post-
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 7 of 56 PagelD #: 10

judgment attorney fees and court costs that it may incur in the collection of any judgment entered

herein; and for all other relief that ts just and proper.

Date: October 2

, 2015.

Christopher M. Trapp (#27367-53)
Michael G. Gibson (#29665-49)
1320 City Center Drive, Suite 100
Carmel, IN 46032

Telephone: (317) 571-3736
Facsimile: (317) 571-3737
Attorneys for NextGear Capital, Inc.
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 8 of 56 PagelD #: 11

29D02-1510-CC-008290

Filed: 10/7/2015 9:55:44 AM

Hamilton Superior Court 2

Tammy Baitz

Clerk

Hamiiton County, Indiana

EXHIBIT |

|

A

}
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15

Page 9 of 56 PagelD #: 12

ie) OTE

DEMAND P

AND LOAN_AND SECURITY. AGREEMENT

i to pay to the order of NextGear Capital, Inc (“Lender”),

FOR VALUE RECEIVED, the undersigned borrower

other place as Lender may designate in writing or on

with its principal office at

1320 City Center Drive, Suife 100, Carmel,

Indiana 46032, ar such

of One Flundred and Twenty Five

the Discover Portal ffom time

to time, in lawfal moncy of the United States of

behalf of Borrower from time to

or such greater or lesser sum which may

be advanced to or on

Thousand Dollars and Zero Cents ($125,000.00),

all costs, interest, fees, and expenses

as provided for

under this Note. Unisss

otherwise stated in an addendum to this Note, this

ctive on the date of Borrower's execution hereof as set

forth below Borrower’s signatnre (such date, or the efirctive date

Note shall become effe

le addendum, the “Effective Date”).

otherwise stated in the applicab:

Lender (cach, a

NOW,

THEREFORE, in consideration of the amine! covenants, agrcoments end conditions contained herein, Borrower and

“Party” and coflectively, the “Parties”) agree as follows:

1

DEFINITIONS. Capitalized terms

used in this Note or in the other

Lom Documents without definition shall have the respective mcanings as set

focth in Appendix A attached bereto

and incorporated herein by reforence (soch

meanings tp be equally applicable to both the singular and plaraf

forms of the temns defined). Any cap

italized terms used herein or in another Loan

Document, but not ofherwise defined herein or in such other

ascribed to them in the UCC.

Loan Document, as the case inay be, shall have the meanings

GRANT OF SECURITY INTEREST.

Jn order to secare fall and prompt payment of all Liabilities and performance of al obligations of

Bosrower to Lender, its Affiliates, and/or their

respective successors or assigns:

comtinning security interest in all of Barrowes’s assets

and properties, wherever located, incading, withoat

@ Borrower grants to Lender 4

kind or natore; all vehicics and vehicle parts

all Inventory now

owned or hereafter acquired, including,

limitation, all equipment of

Financed Inventory now owned or

exeafter acquired; all amounts in Borrower's

Reserve beld by or on bebalf

without limitation, all Lender

title, deposit accounts,

acconmts receivable, manufacturer rebates and incentive payments,

of Lender, if any; all documents, documents of

eceivables and gencral

intangibles now owned or hereafier acquired by Borrower, all cash

chattel paper, including, without limitation, all

5

contained an computer hardware oc software ot otherwise

reserves; all of Borrower's books and recards (i

any books and recards

replacements, substitutions, and

stored by or on behalf of Barrower in electrunic or

digital form); and all additions, accessions, accessotiss,

proceeds of any of the foregoing (collectively, the “‘Collateral”}.

Lender to secure payment of all Liabilities und the performance of all

()

The svonrity int

terest given to Lender in Section 2(a) is given tn

Loan Document, or otherwise, all without relief from valuation or

obligations of Boro’

wer to Lender, under this Note, uader eny other

and deliver to Lender or its designee such further

apptaisement Laws. Upon the

request of Lender,

i in cach case as Lender may

deem necessary or desirable to protect Lender's

documents and instraments, and shall

take such farther actions, in

interest in the Collateral or

otherwise effectuate the

provisions of this Nate

hest efforts to secure all consents and approvals that may be

of the foregoing, Borrower

shall, upon the request of Lender, @ use its

contract of Borrower that constitutes any portion of

necessary or appropriafo

for the assigameat to Lender of any

Cofiateral Gncluding my

be uscessary in order. for Lender to

seosive the full benedit of all

Collateral and to enforce ifs security imterest in

fhe Collateral), or that

Lender and its Representatives with

fall access to all Coliatecal, including any

and all books end records relating

the Collateral; (ii) provide

of pogotiable documents,

chattel paper, and

instruments: not deposited for

thereio; and (iif

i) deliver to Lender all Collateral consisting

related bills of sale or any

other instruments of transfer executed for

collection in the aggregate

(in each case, accompanied by any

Borrower), in each case promptly aficr Borrower receives the samc.

Bomower authorizes Lender to file any

UCC fimancing statements and any

amendments thereto aud any continuation statenents under the

or desirable to effect or preserve the sccurity imtesest

UCC, in cach case to the extent mecessary

hereby acknowledges, nufifies and approves any UCC

financing statements or other Slings under

other Loan Docament. Further, Borrower

anade by or on behalf of Lender an

d its Affiliates prior to the Effective

Date, The security interest pranted by

fhe UCC that may have been

be in addifion to, and not « substitution for, any

right of offset, netting, or

reclamation that Lender may have

Borrower in Section 2(a) shall

against Borrower, whether pursaxnt fo this Note,

any other Loan Document, ot any Law.

INTEREST RATE. Interest shall acoruc on Borrower's Lisbilitios to Londer in

accordance with the following schodnle:

3

shall accrue Interest on. a per annum basis from the

(@) All outstanding Liabilities 5

relating to n Floorptan Advance oc 2 Receivable Advance

Date, as the case may be, based upon a

360-day yeur, and such Interest shall be compounded

Jan Date or the Receivable

stated on the applicable

Advance Schedule, until such outstanding Liabilities

daily at the Basc Rate, plus the Contract Rate, in each case 25

are paid in full.

modified by Lender from thme to time in Lendes’s

sole discretion by posting such amendment or

(b) The Base Rate may be amended or

modification on the Finance Program

Rate, Temm and Fee Schedule. Blowever, Lender may

increase the Base Rate by no more than fifty

in any thirty (30) day period.

(50) basis points (Lc. one-half of ane perecnf)

Page 1 of 12

NextGear Demand Promissory Note and Loan and Security Agreement (. 1.9)

Account #70436
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed pMners Page 12 of 56 PagelD #: 15

contains immediately available funds sufficient to cover the

dollar amount of such check or ACH.

and Borrower shall immediately notify

addsess as they appeat im Section 15 are

accurate and complete,

That Borrower's legal name and

Borrower’s Place of Business, bank

account information,

icgal name, physical address, contact

Lender in writing of any change in

telephone number),

mailing address, business type, state of

il

information for Borrower or any prin

cipal

of Boxrower (including any change in

and all documents reque:

sted by Lender at

any time tp bring Borrower

ization, ownership,

er control and shall cxeoute any

into compliance with this Note and any other Loan Document.

anthocity in enter into and perform their respective

63]

That Borrower and all

Guarantocs are legally competent and have all necessary power and

obligations under this Note and the other Loan Docomeats.

of Lender, ayy terms and conditions

applicable to Borrower's

That Borrower shall not disclose to any third party,

without the

writien consent

ther Loan Document.

forth on the applicable

Advance Schedule, this Note or any

Credit Line, whether such terms and conditions are. set

can be accessed and transmissions

can be sent through the Discover

with Lender

means and the affirmative obligation to

control access to the account

Postal or by other electronic means,

and Borrower

shall have the

Borrower shall be solely

responsible for any

gnauthorized access 10

information of Borrower by

passwords

and a Borrower account

by Lender at any time,

jn Lender’s sole

Borrower’s accotat may. be

ked or att . ‘ted

Borrower’s account. Access to

discretion, without prior notice to Borrower.

and not for personal, family, or bo’

oses. ‘This means, among

@)

That Borrower shall use Advances solely for Business

ily, or household

use, and no Lender

other things, that Borrowez may

not use Advances to pur

chase 2 vehicle for Borrower's personal,

This Note an

d all Advances requested

or made

Inventory may be use

d for Borrower's personal, family, or

houschold use.

conditionally waives,

to the

Fi

for commercial purposes

and Bowower hereby expressly and un

hereunder shall be requested and made only

of any Law intended to protect consumers

follest extent pecmitted by Law, the protections

Ynventory and make Advance

requests hereunder on

Loan Document, Borrower shail be

responsible and

the foregoing or

snything to the contrary in

. ax any other actual or apparestt

Liabilities incatred by any such

appointed

contemplated above).

Bable for all Advaure requests and other

by Borrower as

or agent af Borrower (regardless of whether such Persos *

the following teuns, conditions,

covenants, and other agreements

CREDIT TERMS AND

CONDITIONS. Borrower

understands and agrees to

Loan Docoments, and acknowledges that any

failure by Borrower

Advances made under this Note

and the other

in Lender baving the

Tight (in addition to ary

other right that

relating ip its Credit Line and any

terms, conditions,

covenants, or other agreements shall

result in L

with respect to all related Advances:

fo adhere to any such

sole discretion and without notice to

Borrower, to declare a

Maturity Event

Lender may have), in its

Bocrower is the exclusive xight

of Lender, whetber or

not an Event of Defanit has

@

The decision to makr

an Advance to or on bebalf of

time, with or without caaso

and without prior notice

occurred, and Borrower

understands that Lender may redisse

to make an Advance at any

Jnventory or Receivabl

le through Lender

of such decision. Borrower is not

obligated to finance any

to Borrower or any Guarantors

Reserve as a crodit underwsiting

cundition to the grant of

credit and as additional security for the

()

Borrower’s Credit Lins

may require 2

In the event a Reserve is either requested

by Borrower or required

and Reserve Charge

under this Note and

the other Losn Documents.

by Lendez,

be required to execute a Reserve

‘will be indicated

on the applicable Advance Schedute.

at the tine of any slated Floorplan.

Lender the Title or MSO for

any Unit of Inventory

related Floorplan Advance.

©

Borrower must deliver or cause to be delivered to

Parchase, within seven (7)

days after Lender fands the

‘Advance request, or, in the event of a Universal Source

Receivable Advance request

to be delivered to

Lender the ariginal

Receivable which is the subject of 3

made by Lender with respect

@

Borrower must deliver or cause

fonds such Receivabic

Advance. In the event that

a Receivable Advance is

shall be net of such unpaid

within seven (7) days after Lender

any such Receivable Advance

made to Borrower

fo a Unit for which there is an uopaid

Floorplan Advance, then

with xespoct to sach Unit.

Floorplan Advance and all ofher unpaid

Linbilities of Borrower

Advance request may be approved by

comp!

ote compliance with this Note and the ofher

Loan Documents before an

Lender will consider an Advance

Borrower must be i

certain other information from

Borrower to be submitied before

Lender. Additionally, Lender mxry require

request.

Advance for any Unit of

Lender Financed Inventory

Borrower shail pay all

Liabilifi ithout noti

that concem of relate to a Floorplan

Liabilities relating

to such

©

on or before the Matority

Date, Lender shall apply such

payments to uy and all

with respect fo a Flo

herein.

to the contrary, if a shortage cacsts

between the payments

due and payable and shall continae

Notwithstanding

Advance, then such shortage

shall be

Advance, and the Lisbilifies relating to such

Lender, secared by the remaining

to be considered a Liability owed by Borrower to

Page 4 of 12

NextGear Dem

and Promissory Note and Loan and Security Agreement (y. LO

Account #70436
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 15 of 56 PagelD #: 18

Borrower other than the publication

of soch amendments on the Discover Portal.

that the Lender Guide and the

the Lender Guide on the Discover

and do not creafe any new

Lender maintains end publishes

fe.

or any other Loan Document, are

for informational parposes

that the Lender Guide and the

content found therein are pot

of this No!

for Borrower or Lender. Borr

‘ower

acknowledges and. agrees

c and the coutest therein are

or additional contract rights or

obligations

To the extent the Lender Guid

content therein is subject to change

by Lender at any

i :

sights for B:

orrower and 2 conflict exists between

fhis Note or any other Loan

determined to create

of provide

the provision of this Note or the other Loan

Document, as the case

Document, on the ops

hand, and the Lender Guide,

on the other band,

may be, shall prevail.

for payment,

notice of dishanar, protest, and notice of pw

fest, and expressty agrees that this Note and

@)

Borrower watves demand, presentment

Docaments may be extended or

from time to time without in any way

all paym:

coming duc under it and

any other Loan

om Document. Bo

é Guarantors understand that Lender may, at aby

affecting Borrower’

‘5 Hability under this Note or any other

demand that thts Note

immediately be paid

jo fall, The demand nature of this

ime and without notice to

Borrower, with or without cause,

and Borrower

aod Guarmtors acknowledge that

Note does not limit Lender’

3 election of remedies upon an Event

of Default by Borower,

is Note and the other Loan

Decaments shall

Lender's declaration of

an ecaurrence of an Event of Default, all

Liabilities under this

payment of ail Liabilities under

upon

acceleraic and Lender may, at any

time and without nofice to

Borrower, demand immediate

7 of otherwise pennitted by Law

automatically

d take such farther action as may

be contemplated

ander Section

this Note and the other

Losz Documents an

Liabilities in fall at ay time.

or in equity. Borrower shall have the

right to pay all

Inventory, whether by sale or

otherwise, or the receipt by

upon any disposition of a Unit of

‘Lender Financed

the purchaser

of such Unit of Lender

(aa) Notwithstanding Section 4,

on bebalf of Borrower) of fail or partial

payment by or on bebalf of

with respect to the

Borrower (or any other Person

without notice to Borrower and in Lender’s

sole discretion, declare a

Financed Inventory, Lender may,

related Ficorplan Advance.

Receivable that is subject to a Receivable Advance,

ection 4(g), upon any reccipt by Borrower

of full payment under any

without notice to Boxower end in Lender’s sole

(bb) Notwithstanding S

's declaration of a default un:

der any such

Receivable, Londer may,

or upon

declare 2 Maturity Bveut with respect to

the related Receivable Advance.

discretion,

on Borrower's behalf, af proceeds related to any Unit of Lender Financed Inventory

(co) ‘The receipt, by

Leader or Borrower, or any third party

of such Unit of Lender Financed Inventory.

constitute

considered an event of defalt under this Note and the other

EVENTS OF DEEA!

OL

T, ‘The occurrence of any of the following events shall be

Loan Documents each, an

5 undertakings or covenasts

under this Note or under any other Loan

Borrower or any Guarantor fails to

perform any of its

obligations,

to pay tpon demand sny outstanding

to repay any Liability wher

dee and Borrower's obligation

Liability under this Note.

Borrower or any Guarantor breaches or ofberwise

violates any provision of this Note or any other Loan Document

)

ion or warranty to Lender, or provides

to Lender any schedul

2, certificate, financial statement, repart, notice,

Borrower makes acty

madic or deltvered.

©

or other writing, which is false or

damage ot destruction of amy Inventory end approprial

te insurance naming Lender as “Lose Payee” is not in effect as required undor

Section

of fheic respective Parent Companics, has defuolied im the

payment or performance of any debt or

©)

Borrower or any Guarantor, or any

obligation ander any ofher agreemom,

‘whether to Lender or to a third party.

becomes insolvent or consents to

the appointment of a trusies,

any of their respective Pareot

property belonging to amy of

orrower or ay Guaranior, of

Guarantor, or Parent

Company, as

the case may be, or for amy

for the benefit of

receiver, or other custodian for such Borrower,

Parent Company, 25

the case may be, makes a

the foregoing Persons; oF

such Bosower, Guarantor, of

debt arrangement,

or other case or proceeding

bankroptey or insolvency Law, or a

its creditors; or any bankruptcy,

snck Borrower, Guarantor, or Parent Comipany, as

the case muy be.

dissolution ot liquidation

js commenced by or against

Company occurs (onless such sainrial change has

Any material.

change in the management, ownership, or control of Borrower or its Parent

been consented

to in writing by Lender).

yespective Parent

‘The voluntary or administrative dissototion,

dexth, of incompetence of Borrower or any Guarantar, or suy of thei

Any change in

the financial condition of Borrower or any Guarantor, or any of their

Page 7 of 12

NextGear Demand Promissory

Note and Loan and Security Agreement (v. £.0)

Account #70436
Case 1:15-cv-01797-MPB-TWP Documenti1-1 Filed 11/16/15 Page 17 of 56 PagelD #: 20

defend, indeumnify and hold

harmless Leader

and its Affiliates, and each of their respective

1. INDEMNIFICATION. Botrower

shall, at its expense,

shareholders or holders of

any ownership

jntorest, as the case may be,

fimes, costs,

d all claims, judgments, lo:

ds,

attorneys, and ageats (fhe

P

from and against any an

description incurred

by a Lender Party to the

expenses (including

reasonable

attorneys’ fees and

court courts), and liabilities of any nature or

damage cansed by Borrower or any of its

extent arising from.

of relating to any of the following: (a)

apy personal injury or property

breach of any representation, warranty, or

ch by Barrower of this No

ie or ary

other Loan Document, inclnding fhe

or any of Bosuwer’s

Representatives; (b) any

in this Note or in any ofber

Loan Document, and

(c) Borrower's operation of its Busmess

other agreement contained

operations or activities.

OR AGENCY. Nothing

contained in this Note or in any ofher Loan

Document shall confer apon

12

NO JOINT VENTURE, PARTNERSHIP,

business, assets, profits,

losses, or liabilities

Lender or Borrower

any interest in, or subject

cither of them to any liab

jlity for, or in respect of, the

joint veature,

i or agency between Lender and Borrower.

of the other. This Note

does not constitute and shall not

be characterized as a

and Borrower hereunder.

obligations and undertakings of Lender

‘Nothing in this Section 12

Loan Docaments are intended by the Parti

cs to be an amendment to and restatement of any

promissory note, loan

13

AMENDMENT; MER’

This Note and the other

and Loan and Security Agreement

or sunilar document or instrument G

incloding any prior

prior Demand Promissory Note

any predecessor of Lender, inchnding

Dealer Services Corporation and/or

and security agreement or simular

contract) between Lender {or

of the amendments ead modifications that

Lenders is entitled to

Manheim Automotive Financial Services,

Inc.) and Borrower. With fhe exception

ofher Loan Document, this Note may be

modified

or amended

make without the pricr written consent of Borrower

pursuant fo this Note of any

Loart Documents, with the exception of the

amendments and

only upon the

written consent of Lender and Borrower.

in the case of the other

pursuant to this Note ar any other Loan Document,

modifications that

‘Lender is entitled to make without the prior

written couseat of Borrower

Lender and fhe Person to whom such amendment

sach other Lom Documents may

be modified or amended only upon

the written consent of

Financed Inventory, amounts aod terms of

Lender Guide, descriptions of specifi

ic Units of Lender

Fees, lute fers, NSF fees, and

relates.- Additionally, the Finance Programs,

Rates, Administrative Charges,

Lender Universal Program

Advances, Maturity Dates, Extensions, Interest, Base

Document may be proven by the records kept

by Lender. Notwithstanding the foregoing,

other charges allowed by this Note or any other Loan

ments between Borrower and Dealer

any advance and/or loan oviginated

pursuant to one or more agree

outstanding 2s of the Effective

Automotive Financial Services, Inc.

prior to the Effective Date for

agreemeni(s) for all intents and pucposes until such

indebtedness has been

Date, shall remein subject fo tbe terms end conditi

ions of such prior

Loan Documents by afincing the signature of

this Note and any other

44.

EXECUTION. The

ive of Lender vie. signature stamp.

‘Note and any other Loan Documents by

case may be, an electronic

or digtal signature,

which electronic or digital signature

affixed to this Note or

affixing to this Note or sach

other Loan Document, as the

signature of Leader.

Any electronic or digital signature

shall for all purposes be deemed

effective to constitute the valid

on electronic or digital signatures

under the UCC, the

any other Loan Documt

by Lender sinill be

deemed to satisfy all requirements

and any

other similar Laws relating to the validity or

Electronic Signatures im

Global and National Commerce

Act (the “E-Sien_ bef”),

shall not be denied logal

effect, validity, ox onforccability

enforceability of clectronis or

digital signsturcs, and such electron

or digital signature

execute this Note and any other Loan Docaments

electronic or.

foregoing, Borrower nay

in its sole discrefion, peamit

solely because it is m

of an authorized officer of B

otherwise authoxized by Lender. Lender may,

such other

Loan Document, 2s the

only by original signatare

execute this Note and any

otner Loan Documents by affixing to this Nate or

Borrower and/or any Guarantor fo

Bormower acknowledges

and agrees that any clectronic or digital

signature of Borrower or any

case may be, an electronic

or digital signature.

constitute the valid

of Borrower or Guarantor, as

the case may be, and shall be

Guarantor shall for all parposes be

deemed effective and

the UCC, the E-Sign Act, and any other

similar Laws relating

deemed to satisfy

all requirements imposed

on electronic or digital signatures under

such electronic

of digital signature shail not te

denied legal

to the validity or

enforecabllity of electronic or digital

signatures, and

on this Note and any

or enforceability

because it is in electronic or

digital form. A

facsimile or photocopied

Note end the ofber Loan Documents may be

original signatures for all intents

and purposes, This

other Loan Documents shall be deemed

which, collectively, shall

constiinte one and the same agreemicait

executed by the Partics in one or mare counterparts

ited to be given undet

this Note and any other Loan Document shall be (a) in

15. NOTICES.

All notices, demands and requests required

a fecsimile somber

is provided below), delivered by personal

writing, (b) sent by facsimile with receipt

conficmed by

telephone (but only if

requested, (c}

deemed to have

been given on the date sent by

delivery or sent by

delivery service or

certified mail, retum receipt

the date set forth in

the records of the delivery service or on the

facsimile with receipt

confirmed by telephone, the date of personal

delivery or

address that Lender may provide to Borrower

addressed as follows (Ot,

in the case of Lender, to

any ofher subsequent

demands or requests):

retum receipt, and (d)

the Discover Portal, or

otherwise) for purposes of directing future notices,

(through written notice, via

NextGear

ital, Inc., 1320

Center Drive, Suite 100, Carmet, IN 46032

If to Lendez:

-3721 Facaimile: (17) 571-3737

Telephone: (317) 571

with a copy to:

NextGear

ital, Inc. 1320 Ci Center Drive, Suite 100, Carmel, IN 46032

Tclepbane: (317) 571-3721 Facsimile: (317) 571

Attention: Legal Departmont

Page 9 of 12

NextGear Demand Promissory Note and Loan and Security Agreement (v. 1.0)

Account #70436
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 19 of 56 PagelD #: 22

CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
BORROWER ACKNOWLEDGES AND AGREES THAT THE SIZE OF BORROWER’S CREDIT LINE, THE INTEREST RATE TO
WEICH ADVANCES ARE SUBJECT AND CERTAIN FEES CHARGED TO BORROWER, AS WELL AS THE SIZE AND DATES OF
SPECIFIC ADVANCES, ARE UNIQUE TO AND NEGOTIATED BY BORROWER, AND THAT SUCH FACTORS WILL AND DO

VARY AMONG BORROWERS.

(c) Any dispute ar claim subject fo arbitration pursuant to this Section 22 shall be submitted to binding arbitration administered by the Judicial
‘Arbitration and Mediation Service (“JAMS”) pursuant to its Comprchenstye Arbiteation Rules and Procedures as then in effect (the “TAMS
Comprehensive Rules”); provided, however, that any dispute or claim that is subject to arbitration pursuant to this Section 22 and that
involves disputes or claims where the aggregate amount reasonably in dispute or controversy is less than $100,000, shall be submitted to
binding arbitration administered by JAMS pucsuant to its Streamlined Arbitration Roles and Procedures 2s in effeot on the Effective Date
(the “JAMS Streamlined Rufes”}. The disputes and claims subject to arbitration pursuant to fhis Section 22 will be resolved by a single
arbitrator selected pursuant fo the JAMS Comprehensive Rules or the JAMS Streamlined Rules, as the case may be. The arbitrator shall be
bound by and shall strictly eaforce the torms of this Note and the other Loan Documents and may not limit, expand, or otherwise modify any
term or provision of this Note or any other Loan Document or any other contract or document between Borrower and Lender. The arbitrator
shall not have fhe power to award to Borrower any damages that are excloded or that have been waived by Borrower under this Note or any
other Loan Document, and Borrower irrevocably waives any claim that it may have thereto. The arbitrator shall not have the power to order
pre-hearing discovery of documents or the taking of depositions. The arbitrator shall render a written decision within six (6) months after
being selected. Any arbitration will be beld in Indianapolis, Indiana (or its greater metro area). Each Party will bear its own expenses in the
arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator may, in his or her discretion, award costs
und fees to the prevailing Party. The result of any arbitration shall be final and binding upon the Partics. Indgment upon any arbitration
award may be entered in any court having jurisdiction over the award or over the applicable party or its assets.

(d) This Note and the other Loan Documents evidence transactions in interstate commerce, and thus the Federal Arbitration Act governs the
interpretation and enforcement of this Section 22, notwithstanding the provisions of Section 20.

23. WAIVER OF JURY TRIAL. AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, LENDER
AND BORROWER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT EITHER PARTY MAY HAVE TO A
TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR
ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY COURSE
OF CONDUCT, STATEMENT, WHETHER ORAL OR WRITTEN, OR ACTIONS OF LENDER OR BORROWER. NEITHER LENDER
NOR BORROWER SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY
TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
THESE PROVISIONS SHALL NOT HAVE BEEN DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY
LENDER OR BORROWER EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY BOTH LENDER AND BORROWER.

24, LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY LENDER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
EXEMPLARY, PUNITIVE, INCIDENTAL, MULTIPLE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING
FROM LOSS OF USE, LOSS OF PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN
CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENT (OR ANY ADVANCES MADE BY LENDER HEREUNDER OR
THEREUNDER), EVEN IF SUCH LENDER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN
NO EVENT SHALL THE LENDER PARTIES, COLLECTIVELY, BE LIABLE FOR ANY DAMAGES UNDER THIS NOTE OR ANY
OTHER LOAN DOCUMENT (OR IN CONNECTION WITH ANY ADVANCE BY LENDER HEREUNDER OR THEREUNDER) THAT
EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE SUM OF THE INTEREST AND FLOORPLAN FEES ACTUALLY PAID
TO LENDER BY BORROWER UNDER. THIS NOTE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO THE CLAIM AT ISSUE (OR, IN THE CASE OF MULTIPLE EVENTS, TSE FIRST SUCH EVENT GIVING

RISE TO THE CLAIM AT ISSUE).

25. WAIVER OF BOND. BORROWER WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY BOND OR SURETY OR
SECURITY ON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF LENDER DURING ATTEMPTS TO
RECOVER COLLATERAL OR OTHERWISE.

26. CALIFORNIA BORROWERS. In the event Borrower’s Place of Business is in the State of Californix, Borrower acknowledges and agrees that
any initial Advance made under this Note must be in the amount of at least Five Thousand Dollars and Zero Cents ($5,000), and Borrower shall
neither request or accept any initial Advance under this Note in an amonnt less than Five Thousand Dollars and Zero Cents ($5,000).

27. DISCLAIMER. THE DISCOVER PORTAL LICENSED OR PROVIDED HERBUNDER IS PROVIDED AS A CONVENIENCE TO
BORROWER AND ON AN “AS-IS” BASIS. LENDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, ORAL OR
WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, ACCURACY,
MERCHANTARILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMIIING THE GENERALITY OF THE
FOREGOING, LENDER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE DISCOVER PORTAL WILL OPERATE
ERROR-FREE OR ON AN UNINTERRUPTED BASIS, AND LENDER SHALL IN NO EVENT BE LIABLE OR RESPONSIBLE FOR ANY
OUTAGE OR OTHER LOSS OF FUNCTIONALITY OR CONNECTIVITY WITH RESPECT TO THE DISCOVER PORTAL, AND NO
SUCH OUTAGE OR OTHER LOSS OF FUNCTIONALITY OR CONNECTIVITY SBALL EXCUSE ANY FAILURE BY BORROWER TO

Page 11 of 12
Account #70436 ‘NextGear Demand Promissory Note and Loar and Security Agreement (v. 1.0)
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 23 of 56 PagelD #: 26

(42)

(43)

(44)

(45)

(46)

4D)

(48)

(45)

69)

GY

(52)

63)

(54)

655)

(56)

67)

(58)

(59)

date such One Day Loan is posted tu Borrower's account. Notwithstanding the foregoing, npos the declaration of an Eveat af Default by
Lender, the Maturity Date for all Liabilities shall be the carlier of (i) the date on which such Event of Defult is declaxed by Lender, or (ii) the
date on which such Eveat of Defantt first occurred. In the event the Maturity Date is not a Business Day, the Maturity Date shall be deemed to

be the next Business Day.

“Watority Event” shall mean any event, act or circumstance arising under this Note or ay ofher Loan Docoment (including any failure by
Borrower to adhere to any texm of provision of this Note or any other Loan Document), which causes Lender to declare the event, act or
circumstance a “Maturity Event? with respect to any Floorplan Advance or Receivable Advance.

“MSO” shall mean the manufacturer’s certificate of origin or other document evidencing ownership of a Unit issucd by the manufacturer of the
Unit

“Note” shall mean this Demand Promissory Note and Loan and Secarity Agreement and all present and future amendments, modifications, and
addendums referenced herein.

“One Day Loan” shall mean the amount of any Advance that is in excess of the market valne of a Unit, as determined by Lender in its sole
discretion. The determination of whotber to approve an Advance which would result in the posting of a One Day Loan to Bozrower’s account
shall be in Lender’s sole discretion. Onz Day Loans mature on the date on which they post to Borrower's account.

“Opt-Out Notice” shail have the meaning set forth in Section 22(a).

“Ordinary Course of Business” shall mean the ordinary course of the Business of Borower, consistent with past practices (but only to the
extent such past practices were in compliance with Law and in accordance with best industry practices).

“Parent Company” shall mean, with respect to Borrower or any Guarantor, the Person(s) that, directly ot indirectly, have the power to direct or
cause the direction of the management and policies of Borrower or Guarantor, as the case may be, whether throagh the ownership of voting
securities, by contract or otherwis=.

“Party” or “Pasties” shall have the meaning set forth in the Preamble.

“Period” shall mean the mumber of days set forth on the applicable Advance Schedule, which (2) in the case of a Floorplan Advance, shall be
calculated beginning on the Floorpian Date; and (b) in the case of a Receivable Advance, shall be calculated begining on the Receivable
Origination Dafc.

“Receivable” shall mean chattel paper, including 2 retail installment contract or buy here pay here contract, evidencing « monctary obligation
of a buyer for the purchase of a motor vehicle from Bocrower and the granting of a security interest in the vehicle to Borrower as security for
the repayment of the mooctary obligation.

i shall mean an Advance made pursuant to this Note io provide Borrower with working capital sccared by a specific
Receivable owned and originated by Borrower in the Ordinary Course of Business.

“Receivable Fee” shall sean the fee charged by Lender t Borrower, sot forth on the applicable Advance Schedule, for each individual
Receivable Advance for each Period, including any Extensions thereof.

“Represeatative” shall mean, with respect to Borrower or Lendsx, as the oass may be, the dircotors, officers, stockholders, eanployees, trustees,
agents, and represtatatives, incinding auy investment banker, consultant, attorncy, or accountant, of Borrower or Lender, as the case may be.

“Required Reserve Amount” shall mean thc aggregate total amount of funds required to be remitted by Borrower to Lender, as set forth in the
applicable Advance Schedule, and beid in the Reserve as 2 condition to the grant of Crodit under this Note and the ofher Loan Documents.

“Reserve” shall mean the cash deposited with Lender by Borrower an a voluntary basis or as required as an onderwrifing condifion and beld by
Lender 28 additional security for Borrower's Liabilities under this Note and the other Loan Documents, and Bornower’s other Obligations {as
defined in the Reserve Agreement) to the Lender Parties.

specae Charge” shall mean that chaige by Lender to Boorower, as sot forth on the applicable Advance Schedule, assessed far the porpose of

fanding any Reserve.

Page 3 of 4

Account #70436 NextGear Demand Promissory Note and Loan and Security Agreement (v. 1.0) - Appendix A
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 24 of 56 PagelD #: 27

(60) “Setof¥ Funds” shall have the meaning set forth in Section 5(1).

(61) “Specific Source Purchase” shall mean all parchases or other requests for an Advance, made by or on behalf of Borrower, that do not constifutc
a Universal Source Purchase.

(62) “Ieans and Conditions” shall mean all provisions of this Note and the other Loan Documents, with the exception of terms specifically
referenced on the applicable Advance Schedule.

(63) “Title” shall mean the certificate of title or other document evidencing ownership of a Unit issued by a duly aufborized state, commonwealth,
province, or government agency.

(64) "UCC? shall mean the Uniform Commercial Code 2s enacted in the State where the Collateral at issue is located.

(65) “Unit” shall mean any manufactured item, inclndisg motor vehicles, for which there exists 2 Title, MSO, or other similar evidence of
ownership acceptable to Lender.

(66) “Universal Program Fee” shall mean any published fee, 2s stated in the Finance Program Rate, Fee, and Term Schedule, charged by Lender to
Borrower pursuant fo a Finance Program. .

(67) “Universal Source Purchase” shall mean any purchase made by or on behalf of Borrower for which (a) a request for an Advance is made by or
on behalf of Borrower, (b) from an auction or third party business that has entered into 2 universal funding agreement with Lender, and (c)
snch request for an Advance is received by Lender within seven (7) days of Borower’s purchase of the vehicle that is the subject of such
Tequest.

Page 4 of 4
Account #70436 NextGear Demand Promissory Note and Loan and Security Agreement (v. 1.0) - Appendix A
Case 1:15-cv-01797-MPB-TWP Documenti1-1 Filed 11/16/15 Page 25 of 56 PagelD #: 28

ADV. S D

Retail (Buyer)
Borrower: Skyline RV Group LLC Market: Chicago Metro
Account Number: 70436 Finance Program: Core

This Advance Schedule is being entered into by the undersigned borrower (“Borrower”) and NextGear Capital, Inc. “Lender™) pursnant to
that certain Demand Promissory Note and Loan and Security Agreement by and between Borrower and Lender (the “Note”}. Capitalized terms used
herein but not defined herein shall have the respective meanings as set forth in the Note {such meanings to be equally applicable to both the singular
tnd plural forms of the terms defined).

The Period{s) and the required principal reduction for Curtaikment for cach Advance nade pursuant to the Note and this Advance Schedule
shall be as follows:

Number of Days in Required Principal Reduction to Extend
Period Period Maturity Date Floorpian Fee
| 60 40.00% $85.00
2 30 20.00% $70.00
3 30 100.00% $70.00

Contract Rate: 4.50%

Additional fees, charges, and other texms applicable to Advances made parsuant to the Note and this Advance Schedule are set forth on the Finance
Program Rafe, Feo, and Term Schedule, which can be found on the Discover Portal.

WHEREFORE, the Parties, by their respective duly authorized representatives, have executed this Advance Schedule on the dates set forth below.

BORROWER: LENDER:
Ly RY Group LLC NEXTGEAR CAPITAL, INC.

Date: af yi. A Le

Page 1 of 1
Account #70436 NextGear Advance Schedule (v. 1.0)
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 27 of 56 PagelD #: 30

POWER OF ATTORNEY
(Entity/Partnership)

This Power of Attorney is executed by the undersigned borrower (“Borrower”) and delivered to NextGear Capital, Inc, (“Lender”) pursuant
to that certain Demand Promissory Note and Loan and Secarity Agreement by and between Borrower and Lender (the “Note”). Capitalized texms used
herein bat not defined herei shall have the respective meanings a5 set forth in the Note (sach meanings fo be equally applicable to both the singular
and plural forms of the terms defined). Any capitalized terms used herem, but not otherwise defined hercin or in the Note, as the case may be, shall
have the meanings asoribed to them in the UCC.

1. No Person to whom this Power of Afinmey is presented, as authority for Lender to take any action described below, shall be required to inquire
into or seek confirmation from Borrower as to the authority af Lender to take any action described below, or as to the existence of or fulfillment
of any condition to this Power of Attorney, which is intended to grant to Lender unconditionally the anthority to take and perform the actions
described below. Borrower ixrevocably waives any right that it may bave, now or at any time in tue future, to commence any claim, litigation,
suit, petition, writ, or proceeding in any comt of competent jurisdiction or before any arbitrator or other neutral, against any Person acting in
reliance upon or otherwise acknowledging any power or authority granted by Borrower under this Power of Aftommcy. The Power of Affomucy
granted bercby is coupled with an interest and may not be revoked or canceled by Borrower without Lender’s written consent or as otherwise
allowed by Law. This Power of Attomey shall be deemed a “Loan Docntuen{” for all intents and purposes as referenced in the Note.

2. With ox withoat the occurrence of an Event of Default under the Note, Borrower irrevocably appoints Lender (and all Representatives designaird
by Lender), with full power of substitution, as Borrower's true and lawful attorney-in-fact with fall power and authority in the place and stead of
Borrower and in the name of Borrower or in its own name, from time to time in Lendsx’s discretion, to take any and all appropriate actions and to
execute and deliver any and all documents and instraments which may be necessary or desirable to accomplish the purposes of the Note and each
of the other Loan Documents. Without limiting the generality of the foregoing, Borrower hereby grants to Lender the power and right, on behalf
of Borrower, without forther notice to ar assent by Borrower, at any time, to do the following:

(a) execute such security agreements, invoices, notes, and related documentation as may be necessary for Borrower to acquire, refinance, ar sell
any Collateral (including any Units secared or to be secured hy Advances made thereon);

(b) execute all documents necessary for Lender to perfect or secure its interest in the Collateral;

(c) make, settle, and adjust claims under policies of insurance, and endorse any check, drafl, instrument, or ofher item of payment for the
proceeds of such policies of insnrance, and make aij determinations and decisions with respect to such policies of insurance,

(d) endorse the name of Borrower upon. any document, instrament, certificate, evidence of tifle, state registration documents, trust receipt,
checks or other items of payment, or any related or similar documents, in each case as necessary fo pay for or protect the Collateral,
including, without limitation, any agreements between Borrower and any global positioning satellite company,

(c) endorse the name of Borrower upon any items of payment or proceeds of any Collateral (including any Units constituting Collateral), and to
deposit the same to the acconat of Lender on account of Borrower's Liabilities under the Note and the other Loan Documents;

® endorse the name of Botrower upon any chattel papex, document, instrument, invoice, freight bill, bill of lading, or similar document or
agreement relating to any Collateral;

(g) use the information recorded on or contained in any data processing equipment, computer hardwane, or software relating to any Collateral tn
‘which Bosrower has access;

(h) pay or discharge any taxes, liens, security interests, or other encumbrances Jevied or placed on or threatened against Borrower or any of the

@ communicate with any party to any contract with regard to fhe assigument of the right, tifle, and inferest of Borrower in and under such
contract and/or the Collateral, and other matters relating thereto;

@) contact any third parties and disclose and/or receive any Borrower information, incloding, without Emitation, information or data in
Borrower's application for credit with Lender, the Note, or Borrower's Credit Line, im cach case for the purpose of, among other things,
preserving Lendet’s socurity interest in the Collateral and ensuring the satisfaction of Borrower's Liabilitics under fhe Notc and the other
Loan Documents; and

(k) do ail other things reasonably necessary to satisfy Borrower's Liabilities under the Note and fhe other Loan Documents.

3. Upon the occurrence of an Event of Default under the Note, Borrower irrevocably appoints Londer (and all Represcatetives designated by
Lendes)}, with fall power of substitution, as Boxrower’s true and tawfnl attarney-in-fact with full power and authority in the place and stead of
Borrower aed in the name of Borrower or in its own name, from time to time in Lender’s disoretion, to do the following:

(=) demand, collect, accept receipt for, settle, compromise, adjust, foreclose, or realize upon any of the Collateral, in cach case in sach manner es
Lender may determine;
Page 1 of 2
Account #70436 NexiGear Power of Attorney (Entity/Partnership) (v. {.0)
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 28 of 56 PagelD #: 31

{b) file of prosecoie any claim, litigation, suit, petition, writ, or

procesding in any court of competent jurisdiction or before any arbitrator or

other neustral, or take any other action otherwise deemed appropriate

by Lender for the purpose of collecting any and all such moneys due to

Borrower, whenever payable, and to enforce any other right in respect of the Collateral, including, without Limitation,

confessing, to or

consenting to judgments, writs of replevin or possession, and/or any equitable relief in favor of Lender or its Affiliates;

file or prosecute all proofs of claim against any account debtor on behalf of Borrowcr, and

notify the United States Postal Service of a change in address for the delivery of Borrower's mail to an address designated by Lender, and to

receive Borrower’s mail on behalf of Borrower.

Any provision of this Power of Athomey that i

is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extcat

of such invalidity or unenforceability, without

rendering invalid or unenforceable the remaining provisions of this Power of Attorney or affecting

Attorney in any other jurisdiction. Borrower hereby zatifies, to the extent i

the validity or enforceability of any provision of this Power of

Law, all that Lender or its designated Representatives shall ja

wally do or canse to be done by virtue hereof. The zights and privileges set forth

and privileges to which Lender or auy othor Person may be entitled under the

herein shall be deemed supplemental and in addition to any cights

Note or auy other Loan Document. A facsimile or photocopied

yeproduction of any signature on this Power of Attorney shall be deemed an

WHEREFORE, Borrower, by its duly authorized representative, has executed this Power of Attomey on the date set forth below.

BORROWER:

Skyline RV Group LLC

JOSEPH WHITE

OFFICIAL SEAL

ES Notary Pubfic, State of iflinols

My Commission Expires

January 12, 2016

ride: [He vite

Date: AAG

STATE OF: £- &

SS

COUNTY OF: Dy fase

Breads Urenty __, known

Befnre me, a

in and for said County and State, personally

to me to be the

tf

of Shah ne

of LLE ", Who acknowilédged the execution

ined therein are truc.

of the foregoing Power of Aitormey, and whe, baving been duly sworn, that any representations

Notary Signature

Notary Name (Printed)

County of Residence: asap &

Page 2 of 2

Account #70436

NextGear Power of Attorncy (Batity/Parmership) (v. 1.0)
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 29 of 56 PagelD #: 32

POWER OF ATTORNEY

(Entity/Parinership)

and delivered to NextGear Capital, Inc. (“Lender”) pursuant

This Power of Attomey. is

executed by the undersigned borrower (“Borrower”)

to that certain Demand Promissory Note

and Loan and Security Agreement by and between

Borrower and-Lender (the “Note”). Capitalized terms tsed

herein but sot defined herein shall have

the respective meanings as set farth in the Note (such meanings to be equally

applicable to both the singular

Any capitalized terms used herein, but not otherwise defined hercin or in fhe Note, as

the case may be, shail

and plural forms of tho tenms defined).

have the meanings ascribed to them in the UCC.

Lender to take any action desctibed below, shall be required to inquire

I

No Person to whom this Power of Attorney is presented, as authority for

action described below, of as to the existence of or fulfillment

into or seek confirmation from Borrower as to the authority of Lender to take any

of any condition to this Power of Atto

macy, Which is intended to grant to. Lender

anconditionally the aathatity to take and perform the actions

described below. Borrower isrevocably waives any right that it may have,

now or at any time in the future, to

commence any claim, litigation,

jon or

before any arbitrator or other neutral, against auy Person acting in

suit, petition, writ, or proceeding in any court of co

any power or ai

wthority granted by Borrower

under this Power of Attomey. The Power of Attomey

reliance upon or offerwise acknowledging

revoked or canceled by Borrower

without Lender's written consent or as otherwise

grénted hereby is coupled with an

interest and may not be

all intents avd purposes 28 referenced in the Note.

allowed by Law. This Power of Attorney shall be

deemed a “Loan Docatuent” for

With or without the occurrence of an Event of Default under the Note, B

orrower ixxevocably appoints Lender (and all Representatives designated

ex of substitution, as Borrower's trus and lawful

attomey-in-fact with full power and authority in the place and stead of

by Lender), with fall pow

in its own nam, from time to time in

Lender’s disctetion, to take any and all appropriate actions and to

Borrower and in the name of Borrower or

desirable to accomplish the purposes of the Note and each

exeoute and deliver any and all documents and instruments which may be x

Batrower hereby grants to Lender the power and right, on behalf

of the other Loan Documents, Without limiting the generality of the foregoing,

of Bomower, without further notice to or assent by Borrower, at any time, to do the following:

{a)

execute sach security agreements, invoices, notes, and related documentation as may

‘be necessary for Borrower to acquire, refinance, or sell

any Collateral Gncloding any Units secured or to be secured by Advances made thereon),

-

execate all documents necessary for Lender to perfect or secure its interest in the Collateral,

©

make, settle, and adjust claims under policies of

jnsvrance, and endorse any chock, deaft, instrament, or other item of payment for

proceeds of such policies of insarance, and make all determinations and

decisions with respect t sich policies of msurance,

endorse the name of Borrower upon any document,

instrument, certificate, evidence of fitle, state registration docements, trust receipt,

@

checks or other items of payment, or any related or

similar documents, in each case es necessary to pay for or protect the Collateral,

Borrower and any global positioning satellite company,

incloding, without limitation, any agreements between

endorse the name of Borrower upon any items of.

payment or proceeds of any Collateral Gncluding any Units constituting Collateral), and to

deposit the same to the account of Lender on account of Borrower's Lishilities

under the Note and the other Loan Documents;

en

dorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight bill, bill of inding, or

similar document or

@

agcement relating to any CoBateral;

vse the information recorded 0a o* contained in any data processing equipment, computer hardware, of software relating to any Collateral to

which Borrower has access;

pay or discharge any taxes, liens, seouity interests, or other encumbrances levied of placed on or threatened against Borrower of any af the

@

communicate with any party t any

contract with regard fo the mssignment of the right, title, and interest of Bocrower in and under sach

contract and/or the Collateral, and other matiers relating thereto,

contact any third parties and disclose and/or

imitation, information or data in

Borrower's application for credit with

Lender, the

Note, or Borrower's Credit Line,

in cach case for the parpose of,

among other things,

the Collateral and ensuring the satisfaction of

Borrower's Liabilities under the Note and the other

preserving Lender's seconity interest in

‘Loan Documents; and

w® do all other things reasonably necessary to satisfy Borrower’

's Liabilities under the Note and the ofber Loan Documents.

by

3

an Rvent of Default under the Note, Borrower i

irevocebly appoints Lender (and all Representatives

Upon the ocourrence of

as Borrower’s trne‘and Jawful attomey-i

in-fact with foll power and authority in the place and stead of

Lender), with full power of substitution,

in its own name, from time to time in Lender’s discrction, to do the following:

Borrower and in the name of Borrower or

@ demand, collect, eocept receipt for, sei, compromise, adjust, foreclose, or realize upon ary of the Colisoral, in each casein such manner ss

Lender may determines;

Page 1 of 2

NextGear Power of Altornsy (Entity/Partnership) (v. 1.0)

Account #70436
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 30 of 56 PagelD #:

33

jurisdiction or before any arbitrator or

ceeding in any court of competent

action otherwise

by Lender for the purpose of cal

Decting any and all sach moneys duc to

other neutral, ar take ary other

and to enforce any other

tight in respect of fhe Coll

atcral, including,

without limitation, jon, confessing to or

Barrower, whenever payable,

and/or any equitable relief in favor o

£ Lender or its Affiliates,

consenting to judgments, writs of

replevin or possession,

(3) file or prosecute all proofs of claim agamst

any account debtor on behalf of Bonnwer; and

by Lender, and to

@

notify the United States Postal Service of a change

im address for the delivery of Bocrower’s mail to an address designated

receive Borrower's mail on. behalf of Borrowet.

2s to that jurisdiction, be inefivctiv e to the extent

of Attomey or affecting

isk of this Povrer of Attorney that is i

dering invalid or unenforceable the

provisions of this Power

tp the extent permitted

of such

invalidity or unenforceability, wifhout ren!

Power of Attomey tm any other jarisdicti

icdiction. Borrower hereby ratifies,

d privileges set forth

the validity or enforceability of auy provision of this

shall lawfully do or cansc to be done by virtue

hereof. The rights ani

Law, all that Lender or its design:

Representatives

fo which Lender or any

other Person may be entitled under the

herein shail be deemed supplemental

and in addition to any rights and

duction af any signatore on this Powcr of

Attomey shall be deemed an

Note or avy other Loan Docuntent. A

facsimile ot photocopied repro

this Power of Attomey on the date set forth below.

WHEREFORE, Borrower, by its duly authorized representative, bas executed

BORROWER:

Skyline RV Group LLC

JOSEPH WHITE

Notary Public, State af Ulinols

OFFICIAL SEAL

My Commission Expires

January 12, 2016

Date: oft 4, —

ss

)

Before me, a Notary

e exccution

fo me to be the

of

been duly swarm, that any

of the foregoing Power of Attorney, and who, having

‘Witness my hand and Notadal Seal this

Notary Signsture

My Commission Expires:

l-ta-tb

County of Residence: : DuPase

Page 2 of 2

NextGear Power of Attorney (Entity/Partnership) {v. 1.0)

Account #70436
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 32 of 56 PagelD #: 35
29D02-1510-CC-008290 Filed: 10/7/2015 9:55:44 AM

Tammy Baitz
Hamilton Superior Court 2 Clerk

Hamilton County, indiana

EXHIBIT
B
Case 1:15-cv-01797-MPB-TWP Document1-1 Filed 11/16/15 Page 36 of 56 PagelD #: 39

(b)

(d)

()

to any term or condition of this Guaranty will operate as 2 waiver of such right, power, or privilege, and no single or partial excrciss of any
such right, power, or privilege will preclude any other or farther exercise of such right, power, or privilege, or the exercise of any ofber right,
power, or privilege by Lender.

Severability. Any provision of this Guaranty that is invalid or unanforceable in any jucisdiotion shall, as to that jurisdiction, be ineffective to
the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining provisions of this Guaranty or
affecting the validity or enforccability of any provision of this Guaranty in any other jurisdiction.

Goyeming Law. Except with respect to the interpretation or enfercement of the arbitration and other provisions set forth in Section 5{)
(which sball be governed by the Federal Arbitration Act), the validity, exforceahility, and interpretation of this Guaranty shall be governed
by the intemal Laws of the State of Indiana, without regard to conflicts of Laws provisions thereof

Jurisdiction amd Venue. As cvidenced by Guarantor’s signature below, Guarantor submits to the personal jurisdiction and venue of the state
and federal courts of Marion County and Hamilton County, Indiana, and agrees that any and all claims or disputes pertaining to this
Gosranty, of to any matier stising ont of ar related to this Guaranty, initiated by Guarantor against Lender, shall be brought im the state or
federal courts of Marion County or Hamilton County, Indiana. Further, Guarantor expressly consents to the jurisdiction and venue of the
state and federal courts of Marion County and Hamilton County, Indiana, as to avy legal or equitable action that may be brought in such
court by Lender, and waives any objection based upon lack of personal jurisdiction, improper venue or forum non convenieus with respect to
any soch action. Gusrantor acknowledges and agrees that Lender reserves the right to initiate aod prosecute any action against Guarantor in
any court of competeut jurisdiction, and Guarantor conseats to such forum as Lender may elect.

@ In the unitkely event that Lender is anable to resolve a dispute or claim that Guarantor may have, Guarantor agrees to arbitrate any such
dispute or claim. This agreement to arbitrate is intended to be broadiy interpreted, and includes @ all disputes, claims and
counterclaims arising out of or relating to this Guaranty or any aspect of Guarantor’s relationship with Lender, whether based in

that may arise after the termination of this Guammty. Additionally, Guarantor acknowledges that Lender may (but shall in no event be
requited fo) arbitrate any disputc or claim that it may bave against Guarantor, with auy such arbitration being govemed by the
provisions of this Section 5(i). Guarantor, at bis or her election, may opt-out of the arbitration provisions sct forth in Sections 5(()(),
5(@)Gii) and 5G)Gv) by providing writtcn notice of is or her election to opt-out no tater than thirty (30) days after Guarantor’s execution
of this Guaranty, which notice shail be provided to Lander pursuant to Section 5(4) (“Opt-Out Notice”), provided that such Opt-Out
Notice shall become effective only upon Guarantor’s recoipt of writicn confirmation from Leader that such Opt-Out Notice bas been
teceived by Lender within the required time period. Guarantor acknowledges and agrees that, irrespective of any Opt-Out Notice or any
written confirmatipn thereof, Guarantor shail in all events be subject to the provisions of Section 5(i){Zi).

(x) ANY ARBITRATION PROCEEDING UNDER THIS GUARANTY WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS
ARBITRATIONS AND CLASS ACTIONS OF ANY KIND (WHETHER PURSUED THROUGH ARBITRATION OR THROUGH
THE COURTS) ARE NOT PERMITTED. GUARANTOR AGREES THAT IT MAY BRING CLAIMS AGAINST LENDER ONLY
IN HIS OR HER INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS
OR REPRESRNTATIVE PROCEEDING. GUARANTOR AGREES THAT, BY ENTERING INTO THIS GUARANTY,
GUARANTOR. IS WAIVING HIS OR HER RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR OTHER SIMILAR
REPRESENTATIVE PROCEEDING. UNLESS CONSENTED TO IN WRITING BY LENDER, THE ARBITRATOR MAY NOT
CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A
REPRESENTATIVE OR CLASS PROCEEDING. GUARANTOR ACKNOWLEDGES AND AGREES THAT THE SIZE OF
BORROWER’S CREDIT LINE, THE INTEREST RATE TO WHICH ADVANCES ARE SUBJECT AND CERTAIN FEES
CHARGED TO BORROWER, AS WELL AS THE SIZE AND DATES OF SPECIFIC ADVANCES AND WHAT (IF ANY)
GUARANTIES ARE REQUIRED, ARE UNIQUE TO AND NEGOTIATED BY BORROWER (AND, IF APPLICABLE,
GUARANTOR), AND THAT SUCH FACTORS WILL AND DO VARY AMONG BORROWERS AND OTHER GUARANTORS.

Gil) Any dispute or claim subject to arbitration pursuant to this Section 5) shall be submitted to binding arbitration administered by the
Judicial Arbitration and Mediation Service (“AMS”) pursuant to its Comprehensive Arbitration Rules and Procedures as then in effect
(he “IAMS Comprehensive Rules”); provided, however, that any dispute or claim that is subject to arbitration purswant to this Section
5() and that involves disputes or claims where the aggregate amount reasonably in dispute ar comroversy is Joss than $100,000, shall be
snbenitied to binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures as in effect as of
the effective date of this Guaranty (the “JAMS Streamlined Rules”). The disputes and claims subject to arbitration parsuant to this
Section 5(i) will be resolved by a singte arbitrator selected porsvant to the JAMS Comprehensive Rules or the JAMS Streamlined
Ruks, as the case may be. ‘The arbitrator shall be bound by aod shall strictly enfnros the terms of this Guaranty and may not limit,
expand or otherwise modify any term or provision of this Guaranty or any other contract or docoment between Guarantor and Londet.
‘The arbitrator shall not have the power to award to Gaamantor any damages that are excloded' or that have been waived by Guarantor
under this Guaranty, and Guarantor irrevocably waives avy olaim that it may bave thercto. The arbitrator shal! not have the power to
order pre-hearing discovery of documents or the taking of depositions. ‘The arbitrator shell render a written decision within six (6)
months after being selected. Any arbitration will be held in Indianapolis, Indiana (or fis greater metro area), Each Party will bear its
own expenses in the arbitration and will share equally the costs of the arbi i : provided, however, that the arbitrator may, in his or

Page 4 of 6

Account #70436 NextGear individoal Guaranty (v. 1.0)
Case 1:15-cv-01797-MPB-TWP Document1-1 Filed 11/16/15 Page 37 of 56 PagelD #: 40

her discretion, award costs and fees to the prevailing Party. The result of any arbitration shalf be final and binding upon the Parties.
Jodgment upon any arbitration award may be entered in any court baving jurisdiction over the award or over the applicable party or its

(ivy) This Guaranty evidences transactions in interstate commerce, and thos the Federal Arbitration Act governs the interpretation and
enforcement of this Section 5), notwithstanding the provisions of Section 5(g)-

( WAIVER OF JURY TRIAL AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,

MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS GUARANTY, OR ANY OF
THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY, OR ANY COURSE OF CONDUCT, STATEMENT, WHETHER
ORAL OR WRITTEN, OR ACTIONS OF LENDER OR GUARANTOR. NEITHER LENDER NOR GUARANTOR SHALL SEEK TO
CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JORY TRIAL HAS BEEN WAIVED WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BREN WAIVED. THESE PROVISIONS SHALL
NOT HAVE BREN DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR GUARANTOR
EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY BOTH LENDER AND GUARANTOR.

(z) LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY LENDER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
EXEMPLARY, PUNITIVE, INCIDENTAL, MULTIPLE OR DAMAGES QNCLUDING ANY DAMAGES
RESULTING FROM LOSS OF USE, LOSS OF PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF
OR IN CONNECTION WITH THIS GUARANTY, EVEN IF SUCH LENDER PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL THE LENDER PARTIES, COLLECTIVELY, BE LIABLE FOR ANY
DAMAGES UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT THAT EXCEED, IN THE AGGREGATE, AN
AMOUNT EQUAL TO THE SUM OF THE INTEREST AND FLOORPLAN FEES ACTUALLY PAID TO LENDER BY BORROWER
UNDER THE NOTE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
THE CLAIM AT ISSUE (OR, IN THE CASE OF MULTIPLE EVENTS, THE FIRST SUCH EVENT GIVING RISE TO THE CLAIM AT

nteoretation. The descriptive headings herein are for convenience of reference only and shall not contro! or affect the

meaning or of any provision of this Guaranty. ‘As used in this Guaranty, the terms “incinde,” “includes,” and “including” are
deemed to be followed by “without linsitstion” whether or not they are in fact followed by such words or words af Like inaport

WHEREFORE, Guarantor has executed this Guaranty on the date set forth below.

JOSEPH WHITE : nb, p
OFFICIAL SEAL

SNE. 8 Notary Public, State of filinoi i Neviensy
STATEOF: > C )
)
SS:
Befine me, a Notary Public in and for said County and State, personally appeared Broads Urgaed ___, who
acknowiedged the exccotion of te foregoing Individasl Guaranty, and who, baving been daly swam, statyfbat any represftations contained tern

are true.
Witness my hand and Notarial Seal this 14 day of Maes | lee

Notary Signature A l A\
Notary Name (Printed) V dnsPh Whit €
My Commission Expires: j-in-\b County of Residence: Da Pap

Page 5 of 5
Account #70436 NextGear Individual Guaranty (v. 1.0)
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 38 of 56 PagelD #: 41

Filed: 10/7/2015 9:55:44 AM

29D02-1510-CC-008290

Tammy Baitz

Hamilton Superior Court 2

Clerk

Hamilton County, Indiana

EXHIBIT |
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 42 of 56 PagelD #: 45

i

dno single or partial exercise of avy

ch right, power, or privilege, an

or the exercise of any other tight,

+o any tem or co

ndition of this Guaranty will operate as a waiver of su

of such right, power, or privilege,

such right, power, of privilege

will precinde any other or farther exercise

power, or privilege by Lender.

ununforceable in any judsdiction shall, as

:

to that jurisdiction, be ineffective to

®)

of this Guaranty tbat is invalid oc

alid or unenforceable the remaining

ing provisions of this Guaranty or

the extent of such inv:

or unenforceability, without

yeadering inv:

affecting the validity or

enforceability of any provision of this Guaranty

in any otber jurisdiction.

arbiation and other provisions

set forth in Section 5@)

enforcement of the

shall be governed.

©

5

Federal Arbitration Act), the validity,

enforceability,

, and interpretation of this Guaranty

(which

shall be governed by the

of Laws provisions thereof.

by the infernal Laws o'

f the State of

Guarantor submits to the personal juris

diction and venue of the state

ging to this

@

IJnrisdiction and Venue. As evidenced

by Guarantor’s signatnie below,

and agrees that any and all claims or disputes

and federal courts of Marion County

and Hamilton County, In

initiated by Guarantor agamst Lendes,

shall be brought

in the state or

Guaranty, or to any matter arising out of ar related to

is Guaranty,

expressly consents to the

fori ion and venve of the

federal courts of Marion County or Hamilton County,

Indima. Furibor, Guarantor

equitable action

fhat may be bronght in such

state and federal courts of Marion

County and Hamilton

Indiana, 2s to any legal or

fornm non comveniens

with respect to

based upon lack of personal jurisdiction,

improper vere or

action against Guarantor im

court by Lender, and waives any objection.

ges

and agrees that Len

der reserves the right to

any such action. Guarantor acknowiled

such forum as Lender may elect.

any couxt of competent forisdiction, and Guarantor consents to

©

Dispute Resolution. Waiver of Class Action Rights.

te or Claim that Guarantor may

have, Guarantor agrees to arbitrate

any such.

@) In the unlikely event that Lender is

unable to resolve a di

@ all disputes, claims and

dispate or claim. This agreement

to arbitrate is intended

te be broadly intexpreted,

relationship with Lendex, whether based in

counterclaims arising out of or relating to

this Guaranty or avy aspect

of Guarantor’s

rclaims that may have arisen.

other Jegal theory; Gi

)

disputes, claims and counte!

claims and counterclaims

contract, tort, statute, fraud, reisncpreseatetion or any

between Guarantor

ad

Lender, and (ii) any

shall in no event be

before this Guaranty ot amy prior contract ar

Additionally, Guarantor ackn

owledges that Lender may

that may arise after the termination of this Guaranty

may have against

with any such arbitration being

governed by the

required to) arbifrate any

dispute or claim that x

opt-out of

the arbitration provisions set forth in

Sections 5

OO.

ms of this Section 5@).

Guaratifor, at his or her election, may

opt-out po later

than thirty (30) days after Guarantor’s execution

providing writtes notice of bis or her election to

Section 5(d) CQpt-Ont

Natics”}, 5

ed that such Opt-Out

of this Guaranty, which notice

shall be provided to Lender pursoant to

conficmation from Lender that

such Opt-Ontt Notice has been

Notice shall become effective only upott

Guarantor’s receipt of writica

Guarantor acknowledges and

agrees that, irrespective of any Opt-Out Notice ar amy

received by Lender within the required time

in all events be subjcct to the provisions of Section 5G2)(H)-

WILL TAKE PLACE ON AN

INDIVIDUAL BASIS. CLASS

OR THROUGH

@

ANY ARBITRATION

PROCEEDING UNDER THIS GUARANTY

PURSUED THROUGH ARBITRATION

ARBETRATIONS AND CLASS

ACTIONS OF ANY KIND

THAT IT MAY BRING

CLAIMS AGAINST LEND!

ER. ONLY

THE COURTS) ARE NOT

PERMITTED.

GUARANTOR AGREES

OR CLASS MEMBER.

IN ANY PURPORTED CLASS

IN HIS OR HER INDIVIDUAL

CAPACITY, AND NOT

AS A PLAINTIFF

ENTERING INTO THIS GUARANTY,

OR REPRESENTATIVE PRI

ING. GUARANTOR

AGREES THAT, BY

ON OR OTHER SIMILAR

GUARANTOR JIS WAIVING

HIS OR HER RIGHT TO PARTICIPATE

TN ANY CLASS ACT

REPRESENTATIVE PROCEED:

ING. UNLESS CONSENTED

TO IN WRITING BY

LENDER, THE ARBITRATOR MAY NOT

ONE PERSON’S CLAIMS, AND

MAY NOT OTHERWISE

PRESIDE OVER ANY FORM OF A.

CONSOLIDATE MORE THAN

GUARANTOR ACKNO'

WLEDGES AND

AGREES THAT THE SIZE OF

REPRESENTATIVE OR CLASS PROCEEDING.

RATE TO WHICH ADV.

ANCES ARE SUBJECT AND CERTAIN FEES

BORROWER’S CREDIT LINE, THE INTEREST

SIZE AND DATES OF

SPECIFIC ADVANCES AND WHAT GF ANY)

CHARGED TO BORROWER, AS WELL AS THE

BY BORROWER (AND, IF APPLICABLE,

GUARANTIES ARE REQUIKED ARE UNIQUE

2

TO AND NEGOTIATED

GUARANTOR), AND THAT SUCH FACTORS WILL AND

DO VARY AMONG BORROWERS AND OTHER

claim subject to arbitration pursuant fo this

Section 5(H) shall be

submitted to binding arbitration administered by the

(iti) Any dispute oc

Service (TAMS”) pursuant fo

its Camprehensive Arbitration

Rules and Procedures as then in efitct

to this Section

: and Mi fiati

jded, however, that sny dispute or

claim that is subject to arbitration

(the

reasonably in

dispute or controversy

4s Jess than $

100,000, shall be

5 and that involves disputes or

ciaims where the aggrogats amount

Streamlined Arbitration Rules and

Procedures as in effect as af

submitted to binding arbitration administered

by JAMS parsnant to its

The dispaics and. claims subject to

arbitrafion porsnant to this

the effective date of this Guaranty (the

Rules

or the JAMS. Streambined

Section 5(i) will be resolved by

a single arbitrator selected

pursuant to the JAMS Comprehensive

this Guaranty and may not lint,

Rules, as the case may be.

arbitrator shall be bound by and shall

strictly enforoe the terms of

between Guazunfor and Lender

provision of this Guaranty or any other

contract or document

expand or otherwise modify any texm or

The arbitrator shall not have the power to

award to Guarantor any dameges that arc

excluded or that have been waived by Guarantor

waives any claim that it may have thereto. ‘The

arbitrator shali not have the power to

under this Guaranty, and Geerantor irrevocably

The arbifrator shall render a

order pre-hearing

discovery of documents or the taking of depositions.

Indiana (or its greater metro area). Each P:

arty will bear its

months after being, selected.

Any dtbitration will be held in Indianapolis,

provided, however, that the arbitrator may

in his or

own expenses in the arbitration and

will share equally the costs of the arbitration;

Page 4 of 5

NextGear Individual Guaranty (v. 1.0)

Account #70436
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 43 of 56 PagelD #: 46

&)

her discretion, award costs and fecs to fhe prevailing Party. The result of any arbitration shall be final and binding upon the Parties.
Judgment upon any arbifration xward may be entered in any court having jurisdiction over the award or over the applicable party or its
asseis.

(iv) This Guaranty evidences transactions in interstate commerce, and thus the Federal Arbitration Act govems the interpretation and
of this Section 54), notwithstanding the provisions of Section 3g).

WAIVER OF JURY TRIAL AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,
LENDER AND GUARANTOR KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT EXDRER PARTY
MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS GUARANTY, OR ANY OF
THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY, OR ANY COURSE OF CONDUCT, STATEMENT, WHETHER
ORAL OR WRITTEN, OR ACTIONS OF LENDER OR GUARANTOR. NEITHER LENDER NOR GUARANTOR SHALL SEEK TO
CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JORY TRIAL HAS BEEN WAIVED WITH
ANY OTGER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED, THESE PROVISIONS SHALL
NOT HAVE BEEN DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR GUARANTOR
EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY BOTH LENDER AND GUARANTOR.

LIMITATION OF LIABILITY, IN NO EVENT SHALL ANY LENDER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
EXEMPLARY, PUNITIVE, INCIDENTAL, MULTIPLR OR CONSEQUENTIAL DAMAGES QNCLUDING ANY DAMAGES
RESULTING FROM LOSS OF USE, LOSS OF PROFITS, LOSS OF BUSINESS OR OTHER BCONOMIC LOSS) ARISING OUT OF
OR IN CONNECTION WITH TRIS GUARANTY, EVEN IF SUCH LENDER PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL THE LENDER PARTIES, COLLECTIVELY, BE LIABLE FOR ANY
DAMAGES UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT THAT EXCEED, IN THE AGGREGATE, AN
AMOUNT EQUAL TO THE SUM OF THE INTEREST AND FLOORPLAN FEES ACTUALLY PAID TO LENDER BY BORROWER
UNDER THB NOTE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
THE CLAIM ATISSUR (OR, IN THE CASE OF MULTIPLE EVENTS, THE FIRST SUCH EVENT GIVING RISE TO THE CLAIM AT

ISSUE).

Yesoriptive Headings: Intenretation. The descriptive headings herein are for convenience of reference only and shail not control or affect the
caeaning or construction of any provision of this Guaranty. As used in this Guaranty, the tems “inclade,” “includes,” and “inchuding” are
deemed to be followed by “without limitation” whether or not they are in fact followed by such words or wards of like import.

WHEREFORE, Guarantor has execated this Guaranty on the date set forth below.

JOSEPH WHITE
OFFICIAL SEAL

I My Commission Expires
January 12, 2076

STATEOF:; i & )

)
y SS:

Before me, a Notary Public in and for said County and State, personally appeared Kem 0.0; [pea , who

acknowledged the execution of the foregoing Individual Guaranty, and who, having been duly sworn, states that any representations contained therein

are tc.

Witness my hand and Notatial Seal this EO say af ie} 20) 3.

Notary Signature ay
My Commission Expires: | -|J- | 3 comty of Residene: Oop phe

Page 5 of 5

Account #70436 NextGear Individual Guaranty {v. 1.0)
Case 1:15-cv-01797-MPB-TWP ‘Document 1-1 Filed 11/16/15 Page 44 of 56 PagelD #: 47

29D02-1510-CC-008290 Filed: 10712015 9:55:44 AM
Hamilton Superior Court 2 Cftrk

Harnilton County, Indiana
Case 1:15-cv-01797-MPB-TWP Document1-1 Filed 11/16/15 Page 47 of 56 PagelD #: 50

© any Bankruptcy Filing is filed or any related proceedings commenced against Guarantor, and Guarautior by any act indicates his or her
thereat, consent thereto, or acquiescence therein, or any order is entered appointing any trustes or receiver, declaring Guarantor
bankrupt or insolvent, of approving or accepting the Bankruptoy Filing in amy such proceedings;

@® any suit or proceeding is filed ar any related proceedings commenced against Guarantor or any of his or her Affiliates, which, if adversely
determined, could substantially inmpair the ability of Guarantor or Borrower to perform any of their respective obligations with respect to this
Guaranty or any of the Liabilitics, in each case as determined by Lender in its sole and absolute disoretion; oc

(g) there is any Event of Defanit by Guarantor under the Note.

If en Eveat of Default under this Guaranty shail have occarred, in addition to pursuing any remedies which may be available to Lender with
reapeet io the Liabilities, Lender, at its option, may take whatever action at law or in equity Lender may deem ncocssary, regardless of whether
Lender shall have exercised any of its rights or remedies with respect to any of the Liabilities, and Lender may demand, at its option, that
Guarentar pay forthwith the full amount which would be due and payable hereunder as if all LiabiliSes were then due and payable.

5. GENERAL.

(2) Assignment, Successors and Assigns. This Guaranty may be assigned by Lender without notice to Guarantor, but Guarantor may pot assign
this Guaranty without the prior written canscat of Lender. ‘The guaranty and the ofher agreements contained berein shall bind the legal
representatives, beirs, successors, and assigns of Guarantor, and shall mure to the benefit of Lender and its successors and assigns. Each
vwference to Guarantor herein shall be deemed to inclnde the legal representatives, heirs, and agents of Guarmtor, and their respective
successors.and assigns.

(>) Amendment: Merger. This Guaranty is intended by the Parties to be an amendment to and restatement of any prior Individual Guaranty or

amended only upon the written consent of Leader and Guarastor. The Parties acknowledge that Gusrantor may have also acknowledged and
voeented to the terms and conditions sct forth in the Note, and, in such event, this Guaranty shall be deemed supplemental and in addition to
the terms and conditions of the Note to which Guarantor has acknowledged and cansented. In the event of any conflict between a tem or
provision set forth in this Guaranty, and a term or provision set forth in the Note, the tean or provision set forth in this Guaranty shall, as
between Lender and Guarantor, be deemed controlling.

(c) Excoution, Guarantor may execute this Guaranty only by original signature of Guarantor, unless otherwise authorized by Lender. Lender
may, in its sole discretion, permit Guarantor to excoute this Guaranty by affixing to this Guaranty m clestronic or digital signsinre.
Guaantor acknowledges and agrees that any olectronic or digital signature of Guarantor shall for all purposes be deemed cffvetive and
constitnte the valid signatare of Guarantor, and shall be demoed to sutisfy all requirements imposed on electronic or digital signatures under
the UCC, the Blectronie Signatures in Global and National Commerce Act (the “E-Sign Act”), and any other similar Laws relating to the

idi or catorceabitity of electronic or digital signatures, and such clectronic or digital signature shall not be denied legal effect, validity,
ox caforcesbility solely because it is in electronic or digital form. A facsimile or photocopied reproduction of the signatures on this Guaranty
shall be deemed original signatures for all intents and purposes.

{d) Notices. All notices, demands and requests reqnired or permitted to be given under this Guaranty shall be () in writing, (i) sent by facsimile
with receipt confirmed by telephone (but only if a facsimile mumber is provided below), delivered by personal delivery or sent by
commercial delivery sexvice or certified mail, retam receipt requested (except with respect to notices pursuant to Section 3{b), which notices
raay only be given by cectified mail, return reocipt requested), (iti) deemed to have been given on the date seat by facsimile with receipt
confirmed by telephone, the date of personal delivery or the date sot forth in the recards af the delivery service ar on the retum receipt, and
(iv) addressed as follows (or, in the case of Lender, to any ather subsequent address that Lender may provide to Guarantor (through written
notice or otherwise) for purposes of directing fature notices, demands or requests):

If'to Lender: NextGoer Capital, Inc., 1320 City Center Drive, Suite 100, Cacmel, IN 46032
Telephone: (317) 571-37Z1 Facsimile: (317) 571-3737

with a copy 10:

NoxtGear Capital, Inc., 1320 City Center Drive, Suite 190, Carmel, IN 46032
Telephone: (317) $71-3721 Facsimile: (317) 571-3737
Attention: Legal Department

If to Guarantor: Brandon M Difilippo

25011 Clare CircleManbatten, JItinois 60442
Telephone: (708) 385-2200 Mohile: (773) 491-2767

(ce) No Waiver. No fixiture or delay by Lender im excscising aay right, power, or privilege or the granting of an excepfion by Lender with respect

Page 3 of &
Account #70436 NextGear Individual Guaranty (v. {.0)
Case 1:15-cv-01797-MPB-TWP Document1-1 Filed 11/16/15 Page 48 of 56 PagelD #: 51

; to any tenn or condition of this Guaranty will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any

(c)

(d)

{e}

sach right, power, or privilege will preclude any other or forther exercise of such right, power, or privilege, or the exercise of any other right,
power, or privilege by Lender.

Severability. Any provision of this Guaranty that is invalid or unenforceable in any jurisdiction shall, as to that jucisdiction, be ineffective to
the extent of sach invalidity ot uncoforceability, without rendering invalid or unenforceable the remaining provisions of this Guaranty or
affecting the validity or enforceability of any provision of this Guaranty in any other jurisdiction.

Governing Law. Except with respect to the interpretation or enforcement of the arbitration aad other provisiors set forth in Section 5(9
(which shail be govemed by the Federal Arbitration Act), the validity, enforceability, and interpretation of this Guaranty shall be governed
by the internal Laws of the State of Indiana, without regard to conflicts of Laws provisions thercof

Jurisdiction and Venue. As evidenced by Guarantor’s signature below, Guarantor submits fo the personal jurisdiction and veone of the state
and federal courts of Marion County and Hamilton County, Indiana, and agrees that any aud all claims or disputes pertaining to this
Gaaranty, or to any matter arising out of or related to this Guaranty, initiated by Guarantor against Lender, shall be brought in the state or
federal courts of Marion County or Hamilton County, Indiana. Farther, Guarantor expressly consents to the jurisdiction and venue af the
state and federal courts of Marion Connty and Hamilton County, Indiana, as to any legal or equitable action that may be brongbt m such
court by Lender, and waives any objection based upon Jack of personal jurisdiction, improper veupe or forum non conveniens with respect to
any such action. Guarantor acknowledges and agrees that Lender reserves the right to initiate and proscoute any action against Guarantor in
any court of competent jurisdiction, and Guarantor conscats to such foram as Lender may elect.

Dispute Resolution; Waiver of Class Action Rights.

@ In the wulikely event that Lender is unable to resolve a dispute or claim that Guarantor may have, Guarantor agrees to arbitrate any such
dispute or claim. This agreement to arbitrate is intended to be broadly intexpreted, and includes (i) all disputes, claims end
counterclaims arising out of or relating to this Guaranty or any aspect of Guarantor’s relationship with Lender, whether based in
contract. tort, stamte, frend, misrepresentution or any other legal theory; (ii) all disputes, clainss and counterclaims that may have arisen
before this Guaranty of any ptior contract or agreement between Guarantor and Lender; and (iii) any disputes, claims and counterclaims
that may arise after the termination of this Guaranty. Adiitionally, Guarantor acknowledges that Lender may (bat shall in no event be
required 10) arbitrate any dispute or claim that it may have against Guarantor, with any such arbitration being governed by the
provisions of this Section 5@). Guarantor, at his or ber clectinn, may opt-out of the arbitration provisions set forth in Sections 5G)(0),
5(i) Gi) and 5(Gv) by providing written notice of his or her cloction to opt-out no later than thirty (30) days after Guarantor’s execution
of this Guaranty, which notice shall be provided to Lender pursuant to Seotion 5(d) (“Opt-Out Notice”), provided that such Opt-Out
Notice shall become effective only upon Guarantor’s receipt of written confirmation from Lender that such Opt-Out Notice has been
received by Lender within the required time period. Guarantor acknowledges and agrees that, ixrespective of any Opt-Out Notice or any
written confirmation thereof, Guarantor shall in all events be subject io the provisions of Section S(@){ii).

@i) ANY ARBITRATION PROCEEDING UNDER THIS GUARANTY WILL TAKE PLACB ON AN INDIVIDUAL BASIS. CLASS
ARBITRATIONS AND CLASS ACTIONS OF ANY KIND (WHETHER PURSUED THROUGH ARBITRATION OR THROUGH
‘THE COURTS) ARE NOT PERMITTED. GUARANTOR AGREES THAT IT MAY BRING CLAIMS AGAINST LENDER GNLY
IN BIS OR HER INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS
OR REPRESENTATIVE PROCEEDING. GUARANTOR AGREES THAT, BY ENTERING INTO THIS GUARANTY,
GUARANTOR IS WAIVING HIS OR HER RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR OTHER SIMILAR
REPRESENTATIVE PROCEEDING. UNLESS CONSENTED TO IN WRITING BY LENDER, THE ARBITRATOR MAY NOT
CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A
REPRESENTATIVE OR CLASS PROCREDING. GUARANTOR ACKNOWLEDGES AND AGREES THAT THE SIZE OF
BORROWER'S CREDIT LINE, THE INTEREST RATE TO WHICH ADVANCES ARE SUBJECT AND CERTAIN FEES
CHARGED TO BORROWER, AS WELL AS THE SIZE AND DATES OF SPECIFIC ADVANCES AND WHAT (F ANY)
GUARANTIES ARE REQUIRED, ARE UNIQUE TO AND NEGOTIATED BY BORROWER (AND, IF APPLICABLE,
GUARANTOR), AND THAT SUCH FACTORS WILL AND DO VARY AMONG BORROWERS AND OTHER GUARANTORS.

Gil) Any dispute or claim subject to arbitration pursuant to this Section 5()) shall be submitted to binding arbitration administered by the
Judicial Arbitration and Mediation Service (*LAMS”) parsnant to its Comprehensive Arbitration Rules and Procedures as then in effect
5G) and that i dispuics or claims where the aggregate amount reasonably in dispute or controversy is less than $100,000, shall be
submitted to binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Roles and Procedures as in effect as of

Seotion 5(i) will be resolved by a single asbitrator sclocied pursnant to the JAMS Comprehensive Rules or the JAMS Streamlined
Rules, as the case may be. The arbitrator shall be bound by and shall strictly enforce the texms of this Guaranty and may not iit,
expand or otherwise modify any term or provision of this Guaranty or any other contract or document between Guarantor and Lender.
The arbitrator shall not have the power to award to Guarantor any damages that are excloded or that bave been waived by Guarantor
under this Guaranty, and Guarantor hrevocably waives any claim that it may have thereto. The arbitrator shall not have the power to
order pre-hearing discovery of documents or the taking of depositions. The arblirstos shall render 2 written decision within six (6}
months after being selected. Any arbitration will be held in Indianapolis, Indiana (or its greater metro area). Each Party will bear its
own expenses in the arbitration and wil! share equally the costs of fhe arbitration; provided, however, that the arbitrator may, in bis or

Page 4 of 5

Account #70436 NextGear Individual Guaranty {v. 1.0)
Case 1:15-cv-01797-MPB-TWP Documenti1-1 Filed 11/16/15 Page 49 of 56 PagelD #: 52

®

fecs to the prevailing Party. The result of aay arbitration shall be final and binding upon the Patties.

her discretion, award costs. and
be entered in any court having jurisdiction over the award or over the applicable party or its

Judgment upon any atbitration award may
assets.
(x) This Guaranty cvidences transactions in inferstaie commerce, and thus the Federal Arbitration Act govems the imerpretation and
cnforcement of fhis Section 5(@), notwithstanding the provisions of Section 5(g).
_ AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,

WAIVER OF JURY TRIAL.
LENDER AND GUARANTOR KNOWINGLY, VOLUNTARILY, AND ENTENTIONALLY WAIVE ANY RIGHT EXTHER PARTY
MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS GUARANTY, OR ANY OF

THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY, OR ANY COURSE OF CONDUCT, STATEMENT, WHETHER
ORAL OR WRITTEN, OR ACTIONS OF LENDER OR. GUARANTOR. NEITHER LENDER NOR GUARANTOR SHALL SEEK TO
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH

CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION
CH A JORY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL

NOT HAVE BEEN DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR GUARANTOR
EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY BOTH LENDER AND GUARANTOR.

LIMITATION OF LIABILITY. IN No EVENT SHALL ANY LENDER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
EXEMPLARY, PUNTITVE, INCIDENTAL, MULTIPLE OR CONSBQUENTIAL DAMAGES (NCLUDING ANY DAMAGES
RESULTING FROM LOSS OF USE, LOSS OF PROFTIS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF
RES CONNECTION WITH THIS GUARANTY, EVEN IF SUCH LENDER PARTY BAS BEEN ADVISED OF THE POSSISGA TS

OF SUCH DAMAGES. FURTHER,

DAMAGES UNDER THIS. GUARANTY OR ANY (
MOUNT EQUAL TO THE SUM OF THE INTEREST AND FLOORFLAN FEES ACTUALLY RAID TO LENDER BY BORRO WEA

UNDER THE NOTE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
THE CLAIM AT ISSUE (OR, IN THE CASE OF MULTIPLE EVENTS, THE FIRST SUCH EVENT GIVING RISE TO THE CLAIM AT

ISSUE).

Intepretation. The descriptive headings herein are fbr comvenicace of reference anly and shall not control or effect the
of auy provision of this Guaranty. As wsed in this Guaranty, the temas “Sochade,” “inchedes,” and “inctuding” are
“githout Timitation” whether or not they arc in fact followed by such wards or wards of like import

meaning or i
deemed to be followed by

WHEREFORE, Guarantor has executed this Guaranty on the date set forth below.

GUARANTOR:
= JOSEPH WHITE _——
ma 7} ~My Commission Expires Brandon M Difilippe j q
January 12, 2016 Date: ¢ | 7 2,
STATROF: J & )

Before me, a Notary Public in and for seid County and State, personally appeared Pande DL LPP 2 » who

acknowledged the execution of the foregoing Individual Guarenty, and who, having been duly sworn, states that any

are true.

Witness my hand and Notarial Seal this i<| day of Mel i.

Notary Name (Printed) J Sosth JontC
My Commission Expires: [-la-1¢ County of Residence: Wabegt

Page 5 of 5
NextGear Individual Guaranty (v. 1.0)

Account #70436
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Case 1:15-cv-01797-MPB-TWP Document1-1 Filed 11/16/15 Page 52 of 56 PagelD #: 55
elD #: 56
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 53 of 96 Pagel #: 30 am

Tammy Baitz

Hamilton Superior Court 2 Clerk
Hamilton County, indiana

STATE OF INDIANA ) IN THE HAMILTON COUNTY COURTS
)SS:
COUNTY OF HAMILTON ) CALSE NO.
NEXTGEAR CAPITAL. INC.. )
}
Plainuff, }

SKYLINE RV GROUP LLC, )
BRANDY M. VRANEY. )
KIM T. DIFILIPPO, and )
BRANDON M. DIFILIPPO, )
)
Defendants. }

To Defendant: Skyline RV Group LLC

clo ROBERT D LATTAS. Its Registered Agent
2220 W NORTHAVE STE !
CHICAGO IL 60647
Yeu are hereby notified that vou have been sued »y the person named as plaintiff and in the Court indicated
above.
The nature of the suit against you is stated in the Cornpiaint which is attached to this Suminons. It also states
the relief sought or the demand made against you by the plaintiff.
An answer or other appropriate response in writing to the Complaint must be filed either by vou or your
attorney within twenty (20) days, commencing the day after vou receive this Summons, (or twenty-three (23) days if

this Summons was received by mail), or a judgiment by default may be rendered against you for the relief demanded

If you have a claim for relief against the plaintiff arising from the same tanger occurren & Sg cenust

assert iL in your written answer. 297: .
OCT 13 20% Rome Dates op by :

Date: ha
The following manner of service of summons is hereby designated: ray yan

XX_ Registered or certified mail.
Service at place of employinent, to-wit:
Service on individua! via private process server -- (personal or copy) at above address.

Attorney for Plaintiff:

Christopher M. Trapp (#27367-53) Hamilton County Court

1320 City Center Drive, Suite 100 One Hamilton County Square, Suite 106
Carmel, IN 46032 Noblesville, IN 46060

Telephone: (317) 571-3736 Telephone: (317) 776-9629
Case 1:15-cv-01797-MPB-TWP Document1-1 Filed 11/16/15 Page 54 of 56 PagelD #: 57

SHERIFF'S RETURN ON SERVICE OF SUMMONS

| hereby certify that | have served this summons onthe _—__— day of —_, 2015:
(1) By delivering a copy of the Summons and a copy of the Complaint to the Defendant,
(2) By leaving a copy of the Summons and a copy of the Complaint at
(3) Other service or remarks:
Sheriff's Costs: By:
Deputy

CLERK'S CERTIFICATE OF MAILING

[ hereby certify that on the - day of , 2015, | mailed a copy of this Summons
and a copy of the Complaint to the Defendant, by certified mail, requesting a return receipt at tne address
furnished by the Plaintiff.

Date: Clerk, Hamilton County Court

By:

Deputy

RETURN ON SERVICE OF SUMMONS BY MAIL

I hereby certify that the attached return receipt was received by me showing that the Summons and a
copy of the Complaint mailed to the Defendant, was accepted by the Defendant on the day of
, 2015.

I hereby certify that the attached return receipt was received by me showing that the Summons and a
copy of the Complaint were returned not accepted on the day of , 2015.

I hereby certify that the attached return receipt was received by me showing that the Summons and a
copy of the Complaint mailed to the Defendant, on behalf of said Defendant on the day of
, 2015.

Clerk, Hamilton County Court

Date: By:

Deputy
Case 1:15-cv-01797-MPB-TWP Document1;1.-Elled LV/16/15 Page 55 of 56 PagelD#:.58. oo. a

Hamilton Superior Court 2

Tammy Baitz
Clerk

Hamilton County, Indiana

STATE OF INDIANA ) IN THE HAMILTON COUNTY COURTS
COUNTY OF HAMILTON) CAUSE NO.

NEXTGEAR CAPITAL, INC.,

Plaintiff,

Vv.

SKYLINE RV GROUP LLC,
BRANDY M. VRANEY,
KIM T. DIFILIPPO, and
BRANDON MY. DIFILIPPO,

Defendants.

APPEARANCE BY ATTORNEY IN CIVIL CASE
I. The party on whose behalf this form is being filed is:

Initiating _ X Responding Intervening ; and

the undersigned attorney and al] attorneys listed on this form now appear in this case for the
following parties: NextGear Capital, Inc.

1320 City Center Drive, Suite 100

Carmel, IN 46032

(317) 571-3736

2. Applicable attorney information for service as required by Trial Rule 5(B)(2) and for case
information as required by Trial Rules 3.1! and 77(B) ts as follows:

Name: Christopher M. Trapp Attorney No.: 27367-53
Address: 1320 City Center Drive Phone: 317- 571-3736
Suite 100 ~ FAX: 317-571-3737
Carmel, IN 46032 E-mail Address: chris.trapp@nextgearcapital.com
Name: Michael G. Gibson Attorney No.: 29665-49
Address: {320 City Center Drive Phone: 317- 660-2507
Suite 100 FAX: 317-571-3737
Carmel, IN_ 46032 E-mail Address: michael. gibson@nextgearcapital.com

3. There are other party members: Yes No_X_ (If yes, list on continuation page.)
Case 1:15-cv-01797-MPB-TWP Document 1-1 Filed 11/16/15 Page 56 of 56 PagelD #: 59

4. If first initiating party filing this case; the Clerk is requested to assign this case the
following Case Type under Administrative Rule 8(b)(3): _ CC

5. I will accept service by:
FAX at the above noted number: Yes No xX __
Email at the above noted address: Yes No __X
6. This case involves support issues. Yes No _X_ (ff yes, supply social security

numbers for all family members on continuation page.)

7. There are related cases: Yes No _X_ (if yes, list on continuation page)
8. This form has been served on all other parties.

Certificate of Service is attached: Yes No _X
9. Additional information required by local rule: NONE.

Date: September 29 . 2015. Vi ft i

Christopher M. Trapp (#27367-53)
Michael G. Gibson (#29665-49)
1320 City Center Drive, Suite 100
Carmel, IN 46032

Telephone: (317) 571-3736
Facsimile: (317) 571-3737
Attorneys for NextGear Capital, Inc.


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