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7.2. EDSR 05-17-2021 The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires prosperity Request for Action To Economic Development Authority Item Number 7.2 Agenda Section General Business Meeting Date May 17, 2021 Prepared by Colleen Eddy, Economic Development Specialist Item Description F&M Properties, LLC (Die-Concepts) Microloan Extension Reviewed by Cal Portner, City Administrator Reviewed by Action Requested Approve, by motion, the resolution approving the amendment of loan terms for F&M Properties, LLC (Die-Concepts) and authorization to execute the amended loan documents. Background/Discussion On May 23, 2016, the city approved a $185,200 Microloan as a short-term loan with a 5-year repayment term to F&M Properties, LLC (Die-Concepts). The proceeds of the note were utilized to pay a portion of the relocation, acquisition and renovation of the mortgaged property located at 18521 Line Avenue NW. They have been paying the loan pursuant to city policy over the past 5 years with a 2% interest rate. Final payment is due June 1, 2021. The city received a request to extend the terms of the loan repayment by two years. Loan extensions are authorized under the terms of the policy, subject to EDA and City Council approval. To justify the extension, Mr. Trapp provided a letter from CorTrust Bank stating the bank was unable to match the current terms. Staff requested additional details from the bank to better understand the request. The information was presented to the Joint Finance Committee at a special meeting on May 13, 2021, where they recommended approval of the extension request. Financial Impact The request does not include additional funding from the city. If the extension is approved, it would provide additional interest at 2% into the fund until the loan is paid in full. The extension would also reduce available funds that could be used for other projects until the loan is paid in full. Mission/Policy/Goal To assist existing businesses with expansion and attract new businesses to the city whose local operations will expand the city’s economy through job retention and creation and maintain/grow the city’s tax base. The purpose of the Jobs Incentive Program is to encourage the creation of quality, high-paying jobs within the city. Attachments  May 13, 2021, Joint Finance Committee Meeting Packet  Amended Loan Documents  Resolution Meeting of the Joint Finance Committee AGENDA Thursday, May 13, 2021 7:30 a.m. Elk River City Hall Upper Town Conference Room 1. CALL MEETING TO ORDER 2. CONSIDER AGENDA 3. CONSENT AGENDA Considered to be routine and noncontroversial by the Economic Development Finance Committee and will be approved by one motion. There will be no separate discussion of these items unless a Committee member, staff member, or citizen so requests, in which case the item will be removed from the consent agenda and considered under the regular agenda. 3.1 March 30, 2021 Meeting Minutes 3.2 Revolving Loan Fund Balance Report 4. GENERAL BUSINESS 4.1 Die-Concepts Microloan Extension 5. ANNOUNCEMENTS 6. ADJOURNMENT Meeting Protocol No sidebar discussions No interruptions State your concern Ensure you understand Don’t take things personally Adhere to time limits Come prepared Ensure all are heard Special Meeting of the Elk River Joint Finance Committee Held at Elk River City Hall Tuesday, March 30, 2021 Members Present: Ryan Hardin, Rhonda Magnussen (7:39 a.m.), Dan Tveite, Chad Vitzhum, Charlie Blesener, and Larry Toth Members Absent: Nate Ovall and Denny Chuba Staff Present: Colleen Eddy, Economic Development Specialist Others Present: None 1. Call Meeting to Order Pursuant to due call and notice thereof, the meeting of the Elk River Joint Finance Committee was called to order by Chair Tveite at 7:33 a.m. 2. Consider Agenda Motion by Hardin and seconded by Blesener to approve the Joint Finance Committee agenda. Motion carried 5-0. 3. Consent Agenda Motion by Toth and seconded by Hardin to approve the February 23, 2021 Joint Finance Committee meeting minutes. Motion carried 5-0. 4.1 COVID Loan application – Happy Home LLC Ms. Eddy presented the staff report. The commission discussed the application and the corresponding information. Motion by Blesener and seconded by Vitzhum, to deny the application due to being outside of the policy guidelines as it is a home based business and for not be specifically part of the Governor’s Executive Orders 20-04 and 20-08. Motion carried 6-0. 4.2 COVID Loan application – Azitala Yoga Ms. Eddy presented the staff report. The commission discussed the application and the corresponding information. Motion by Vitzhum and seconded by Magnussen, to approve the COVID Loan for Azitala Yoga as they fall under the guidelines that the policy was created for. Motion carried 6-0. 5.1 Announcements Ms. Eddy stated there are still two empty at-large positions open on this committee. 6. Adjournment There being no further business, Mr. Tveite adjourned the meeting at 7:47 a.m. Minutes prepared by Colleen Eddy. _____________________ Tina Allard City Clerk ___________________ Cal Portner EDA Executive Director The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires prosperity Request for Action To Joint Finance Committee Item Number 4.1 Agenda Section General Business Meeting Date May 13, 2021 Prepared by Colleen Eddy, Economic Development Specialist Item Description F&M Properties, LLC. (Die-Concepts) Microloan Extension Reviewed by Cal Portner, City Administrator Reviewed by Action Requested Consider and provide recommendation to the EDA on the F & M Properties, LLC (Die-Concepts) Microloan two-year extension request. The Joint Finance Committee may recommend approval, approval with conditions, or denial of the request. Background/Discussion On May 23, 2016, the city approved a $185,200 Microloan as a short-term loan with a 5-year repayment term to F&M Properties, LLC. (Die-Concepts). The proceeds of the note were utilized to pay a portion of the relocation, acquisition and renovation of the mortgaged property located at 18521 Line Avenue NW. They have been paying the loan pursuant to city policy over the past 5 years with a 2% interest rate. Final payment is due June 1, 2021. The city received a request to extend the terms of the loan repayment by two years. Loan extensions are authorized under the terms of the policy, subject to EDA and City Council approval. To justify the extension, Mr. Trapp provided a letter from CorTrust Bank stating the bank was unable to match the current terms. Financial Impact The request does not include additional funding from the city. If the extension is approved, it would provide additional interest at 2% into the fund until the loan is paid in full. The extension would also reduce available funds that could be used for other projects until the loan is paid in full. Mission/Policy/Goal The Joint EDA/HRA Finance Committee acts in an advisory capacity to the Authority. Attachments  Baker Tilly Analysis  Letter of Denial from CorTrust Bank  Request for extension Memo To: Colleen Eddy, Economic Development Specialist, City of Elk River Joint Finance Committee Elk River Economic Development Authority City Council of the City of Elk River From: Mikaela Huot, Director Date: May 12, 2021 Subject: F & M Properties, LLC (Die-Concepts, Inc.) Request for Microloan Extension Background The City of Elk River provided a $185,200 microloan to F & M Properties, LLC in May 2016. The company utilized the funds to aid in the relocation to and acquisition and renovation of an existing building for their new corporate headquarters for Die Concepts, Inc. The project was completed as proposed following award of the microloan. The company met the job creation goals of relocating or creating at least 12 full-time equivalent jobs at an hourly rate of at least $15.00 per hour or 150% of state or federal minimum wage as required pursuant to the City’s business subsidy policy and terms of the loan agreement. Action Item The City received a request to extend the terms of the loan repayment by 2 years. This request and subsequent consideration for granting, is authorized under the terms of the policy, subject to EDA and City Council approval. The company has been making monthly payments on the loan consistent with the repayment terms of the microloan policy over the past 5 years with a 2% interest rate and 25-year amortization. Based on current terms of the loan, final balloon payment on the loan is to be made June 1, 2021 with an outstanding balance as of that date of $146,253.78 plus interest of $243.81. The company provided a letter from CorTrust Bank dated May 10, 2021 requesting that the EDA consider providing a 2-year extension for repayment of the loan made to F & M Properties, LLC as the bank was unable to match the EDA’s loan terms. The bank indicated a refinancing rate would be closer to 4.25% or greater and would include an origination fee (estimated to be 1%). In addition to the financing terms being less favourable, there would also be added time and expense associated with assembling necessary financial data from the company and underwriting requirements to consider alternate financing options. Lastly, while the company has provided financial statements showing consistent financial performance with positive annual retained earnings for the years 2019 and 2020, and growing assets that include primarily accounts receivable and inventories, it does not currently have sufficient liquid (cash) assets to make a balloon payment, with more time necessary. The bank has indicated the loan would continue to be paid down over the next 2 years, consistent with the past 5 years, at which point the company would either refinance to pay the remaining loan balance or use company assets when the final balloon payment is due. Continued payments on the existing loan structure would provide additional cash flow through reduced interest costs that allow for the owner to continue investing in its employees and company during the extended period. Thank you for the opportunity to be of assistance to the City of Elk River. Please contact me at 651-368-2533 or mikaela.huot@bakertilly.com with any questions or to discuss. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER COUNTY OF SHERBURNE STATE OF MINNESOTA RESOLUTION NO. _________ RESOLUTION APPROVING AMENDMENT OF LOAN TERMS FOR F & M PROPERTIES, LLC AND AUTHORIZING EXECUTION OF AMENDED LOAN DOCUMENTS (DIE CONCEPTS PROJECT) WHEREAS, the Board of Commissioners (the “Board”) of the Economic Development Authority of the City of Elk River (the “EDA”) previously approved a Microloan Program (the “Program”), which is administered by the EDA. WHEREAS, the EDA provided a loan to F & M Properties, LLC (“Borrower”) in the amount of $185,200 (the “Loan”) pursuant to a Loan Agreement, dated May 23, 2016 (the “Original Loan Agreement”), to help the Borrower relocate to and purchase and renovate an existing building on real property located at 18489 Twin Lakes Road within the City of Elk River, Minnesota pursuant to the Program. WHEREAS, the Loan was evidenced by a Promissory Note, dated May 23, 2016 (the “Original Promissory Note”), from the Borrower to the EDA. In order to secure the Loan, the Borrower delivered to the EDA a Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, dated May 23, 2016 (the “Original Mortgage”), an Environmental Indemnification Agreement, dated May 23, 2016 (the “Original Environmental Indemnification”) a Personal Guaranty of Michael Tracey and Personal Guaranty of Fred Trapp, each dated May 23, 2016 (collectively the “Original Personal Guaranties”), a Security Agreement, dated May 23, 2016 (the “Original Security Agreement”), from Die Concepts, Inc.., and an Entity Guaranty, dated May 23, 2016 (the “Original Entity Guaranty”), from Die Concepts, Inc. (collectively, with the Original Promissory Note, the “Security Documents”). WHEREAS, the original Loan bears interest at a rate of 2% and is due and payable in full with a balloon payment on June 1, 2021. The Borrower has continued to make loan repayments and is now requesting that the maturity date be extended 2 years. WHEREAS, there was presented to the Board forms of the following documents: (i) a First Amendment to Loan Agreement, which amends and supplements the terms of the Original Loan Agreement; (ii) an Amended and Restated Promissory Note which amends and restates the Original Promissory Note; (iii) a First Amendment to Security Agreement, which amends and supplements the terms of the Original Security Agreement; (iv) an Amended and Restated Personal Guaranty, which amends and restates the terms of the Original Personal Guaranties; (v) an Amended and Restated Entity Guaranty, which amends and restates the terms of the Original Entity Guaranty; (vi) a First Amendment to Environmental Indemnification Agreement, which amends and supplements the terms of the Original Environmental Indemnification; and (vii) a First Amendment to Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, which amends and supplements the Original Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement (collectively, the “Amendment Documents”). EL185\40\720763.v1 2 WHEREAS, the EDA has determined that an extension of the maturity date of the loan will benefit the Borrower’s economic growth and help an existing business maintain operations in the City. NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority of the City of Elk River as follows: 1.01. The Board hereby approves the amendment to the Loan. The Loan shall continue to be secured by the Security Documents, as amended by the Amendment Documents. 1.02. The Amendment Documents together with all related documents necessary in connection therewith, are hereby in all respects approved, in substantially the form on file with the Executive Director; and the President and Executive Director are hereby authorized and directed to execute the Loan Agreement and any Amendment Documents to which the EDA is a party on behalf of the EDA and to carry out, on behalf of the EDA, the EDA’s obligations thereunder. 1.03. The approval hereby given to the Amendment Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the President and Executive Director prior to executing said documents; and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the President and Executive Director shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of said officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of the City Attorney, may act in their behalf. Approved by the Board of Commissioners of the Economic Development Authority of the City of Elk River this May 17th day of May, 2021. President ATTEST: Executive Director EL185\40\720782.v1 FIRST AMENDMENT TO MORTGAGE AND ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (Microloan) This FIRST AMENDMENT TO MORTGAGE AND ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (the “First Amendment to Mortgage”) is made as of May__, 2021, by F & M PPROPERTIES, LLC, a Minnesota limited liability company (“Mortgagor”), in favor of the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic of the State of Minnesota (“Mortgagee”), and amends and supplements the Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, dated May 23, 2016 (the “Original Mortgage”) between the Mortgagee and Mortgagor. RECITALS A. On May 23, 2016, Mortgagee provided a loan to the Mortgagor in the amount of $185,200.00 (the “Original Loan”) pursuant the Loan Agreement, dated May 23, 2016 (the “Original Loan Agreement”), between the Mortgagee and Mortgagor. B. To evidence the Original Loan, the Mortgagor executed a Promissory Note, dated May 23, 2016 (the “Original Promissory Note”), with a five-year balloon payment due at maturity. C. The Original Mortgage granted a security interest in the property located in Sherburne County, Minnesota and legally described in EXHIBIT A, attached hereto (the “Mortgaged Property”) and was recorded in the Office of the County Recorder of Sherburne County, Minnesota on June 3, 2016, as Document Number 821098. D. Mortgagee requested an extension of the maturity date of the First Amended Loan. The Mortgagor approved an extension of the maturity date to May 1, 2023. The Loan is currently outstanding in the amount of $146,253.78. Mortgagee has requested, and the Mortgagor has agreed, that the Original Mortgage be amended to reflect the amended terms of the Loan. F. To evidence the amendment to the terms of the Loan, the Mortgagee has agreed to deliver to the Mortgagee: (i) the First Amendment to Security Agreement, of even date herewith (the “First 2 EL185\40\720782.v1 Amendment to Security Agreement”), between Die Concepts, Inc. (“Die Concepts”) and the Mortgagor, which amends the Security Agreement, dated May 23, 2016 (the “Original Security Agreement, and together with the First Amendment to Security Agreement, the “Security Agreement”) between Die Concepts and Mortgagor; (ii) this First Amendment to Mortgage; (iii) the Amended and Restated Personal Guaranties, of even date herewith (the “Amended and Restated Personal Guaranties”), from Fred Trapp and Michael Tracey, which amend and restate the Personal Guaranties, dated May 23, 2016 (the “Original Personal Guaranties, and together with the Amended and Restated Personal Guaranties, the “Personal Guaranties”) from Fred Trapp and Michael Tracey; (iv) the Amended and Restated Entity Guaranty, of even date herewith (the “Amended and Restated Entity Guaranty”), from Die Concepts, which amends and restates the Entity Guaranty, dated May 23, 2016 (the “Original Entity Guaranty, and together with the Amended and Restated Entity Guaranty, the “Entity Guaranty”), from Die Concepts to the Mortgagor; (v) the First Amendment to Loan Agreement, dated as of the date hereof (the “First Amendment to Loan Agreement” and together with the Original Loan Agreement, the “Loan Agreement”), between the Mortgagor and the Mortgagee which amends the Original Loan Agreement; and (vi) the Amended and Restated Promissory Note, dated the date hereof (the “Amended and Restated Promissory Note” and together with the Original Promissory Note, the “Note”), from the Mortgagee to the Mortgagor. F. This is a mortgage amendment as defined in Minnesota Statutes, Section 287.01, Subdivision 2, and as such it does not secure a new or an increased amount of debt. Minn. Stat. 287.05, Subdivision 8. Mortgage registry tax was paid with respect to the indebtedness secured by the Mortgage on the date of recording. NOW, THEREFORE, in consideration for the amendments to terms of the Loan set forth in this First Amendment to Mortgage, the First Amendment to Loan Agreement, and the Amended and Restated Promissory Note and the mutual promises and covenants contained herein, the Mortgagee and Mortgagor agree as set forth below: 1. On the date hereof, the Loan remains outstanding in the amount of $146,253.78. 2. The maturity date of the Loan shall be extended to May 1, 2023. 3. The term “Loan Agreement” as used in the Original Mortgage, as amended by the First Amendment to Mortgage, shall mean the Original Loan Agreement as amended by the First Amendment to Loan Agreement. 4. The term “Promissory Note” or “Note” as used in the Original Mortgage, as amended by the First Amendment to Mortgage, shall mean the Original Promissory Note as amended by the Amended and Restated Promissory Note. 5. Except as specifically amended by this First Amendment to Mortgage, the Original Mortgage is here by ratified and confirmed in all respects, remains in full force and effect, and is incorporated herein by reference. [Signature Page follows] 3 EL185\40\720782.v1 Signature Page to First Amendment to Mortgage IN WITNESS WHEREOF, Mortgagor has caused this First Amendment to Mortgage to be duly executed as of the day and year first written. F & M PROPERTIES, LLC a Minnesota limited liability company By: Fred Trapp Its: President By: Michael Tracey Its: Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF ________ ) The foregoing instrument was acknowledged before me on ______________, 2021, by Fred Trapp and Michael Tracey, President and Vice President, respectively of F & M Properties, LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public My Commission Expires: This Instrument was drafted by: Kennedy & Graven, Chartered (GAF) Fifth Street Towers, Suite 700 150 South Fifth Street Minneapolis, MN 55402 Phone: 612-337-9300 4 EL185\40\720782.v1 Signature Page to First Amendment to Mortgage IN TESTIMONY WHEREOF, each of the parties hereto has caused this First Amendment to Mortgage to be effective as of the day and year first above written. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER By: Name: Its: President By: Name: Its: Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF SHERBURNE ) The foregoing instrument was acknowledged before me this _____ day of May, 2021, by ____________________, the President of the Economic Development Authority of the City of Elk River, on behalf of the EDA. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF SHERBURNE ) The foregoing instrument was acknowledged before me this _____ day of May, 2021, by ______________, the Executive Director of the Economic Development Authority of the City of Elk River, on behalf of the EDA. Notary Public 5 EL185\40\720782.v1 EXHIBIT A Legal Description Land situated in Sherburne County. Minnesota, more particularly described as follows: All that part of the Southwest Quarter of the Northwest Quarter of Section 35, Township 33, Range 26, lying South and East of the centerline of County State Aid Highway No. 13, and lying South and West of the following described line: Commencing at the intersection of the West line of said section 35 and the extension Southwesterly of the tangent to the centerline of said County State Aid Highway No. 13, which point is 58.33 feet South of the Southwest corner of said Southwest Quarter of the Northwest Quarter; thence Northeasterly along said centerline extension and centerline a distance of 646.48 feet to the point of beginning of the line to be described; thence Southeasterly at right angle to intersect the South line of said Southwest Quarter of the Northwest Quartet· and there terminating, according to the United States Government Survey thereof and situate in Sherburne County, Minnesota. and The North 165 feet of the West 755.92 feet of the Northwest Quarter of the Southwest Quarter of Section 35, Township 33, Range 26, lying Southeasterly of the centerline of County State Aid Road or Highway No. 13, according to the United States Government Survey thereof situate in Sherburne County, Minnesota. Tax Parcel Identification Number: 75-135-2310 Common Address: 18489 Twin Lakes Road NW, Elk River, MN 5533 1 EL185\40\720812.v1 FIRST AMENDMENT TO SECURITY AGREEMENT (Microloan) This FIRST AMENDMENT TO SECURITY AGREEMENT (“First Amendment to Security Agreement”) is made to be effective as of May __, 2021, by DIE CONCEPTS, INC., a Minnesota corporation (the “Entity Guarantor”) and the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER (the “Secured Party” or the “EDA”), and amends and supplements the SECURITY AGREEMENT, dated May 23, 2016 (the “Original Security Agreement”) between Entity Guarantor and the Secured Party. RECITALS A. On May 23, 2016, the Secured Party provided a loan to F & M Properties, LLC, a Minnesota limited liability company (the “Borrower”) in the amount of $185,200 (the “Loan”), pursuant to a Loan Agreement, dated May 23, 2016 (the “Original Loan Agreement”) between the Secured Party and the Borrower. The Borrower applied the proceeds of the Loan to purchase certain real property, legally described in Exhibit A (the “Loan Property”). To secure the Loan, the Borrower delivered to the Secured Party (i) the Promissory Note, dated May 23, 2016 (the “Original Promissory Note”), from the Borrower to the Secured Party; (ii) the Original Security Agreement; (iii) the Personal Guaranties, dated May 23, 2016 (the “Original Personal Guaranties”), from Fred Trapp and Michael Tracey to the Secured Party; (iv) the Entity Guaranty, dated May 23, 2016 (the “Original Entity Guaranty”), from Entity Guarantor to the Secured Party; (v) the Environmental Indemnification Agreement, dated May 23, 2016 (the “Original Environmental Indemnification”), between the Borrower and the Secured Party; and (vi) the Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, dated May 23, 2016 (the “Original Mortgage”), from the Borrower to the Secured Party. The Loan is due and payable in full with a balloon payment at maturity. B. The Borrower requested an extension of the maturity date of the Loan. The Board of Commissioners of the Secured Party approved an extension of the maturity date to May 1, 2023. The Loan is currently outstanding in the principal amount of $146,253.78. C. In consideration for amending the terms of the Loan, the Borrower is delivering to the Secured Party (i) a First Amendment to Loan Agreement, dated as of the date hereof (the “First Amendment to Loan Agreement”), between the Borrower and the Secured Party, which amends and supplements the terms of the Original Loan Agreement; (ii) an Amended and Restated Promissory Note, dated as of the date hereof (the “Amended and Restated Promissory Note”), from the Borrower to the Secured Party, which amends and restates the Original Promissory Note; (iii) this First Amendment to Security Agreement; (iv) Amended and Restated Personal Guaranties, dated as of the date hereof (the “Amended and Restated Personal Guaranties”), from Fred Trapp and Michael Tracey to the Secured Party, which amend and restate the terms of the Original Personal Guaranties; (v) an Amended and Restated Entity Guaranty, dated as of the date hereof (the “Amended and Restated Entity Guaranty”), from Entity Guarantor to the Security Party, which amends and restates the terms of the Original Entity Guaranty; (vi) a First Amendment to Environmental Indemnification Agreement, dated as of the date hereof (the “First Amendment to Environmental Indemnification”), between the Borrower and the Secured Party which amends and 2 EL185\40\720812.v1 supplements the terms of the Original Environmental Indemnification; and (vii) a First Amendment to Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, dated as of the date hereof (the “First Amendment to Mortgage”), between the Borrower and the Secured Party, which amends and supplements the Original Mortgage (collectively, the “Amendment Documents”). D. To continue to secure the Loan and to evidence the amendment to the Loan and the Amendment Documents, the Borrower has agreed to execute and deliver to the Secured Party this First Amendment to Security Agreement. AGREEMENT In consideration of the above recitals, and the promises set forth in this First Amendment to Security Agreement, the parties agree to amend the Original Security Agreement as follows: 1. Amendments to Original Security Agreement. Section 1 of the Original Security Agreement is hereby deleted and replaced in its entirety with the following: 1. OBLIGATIONS. “Obligations” means collectively each debt, liability and obligation of every type and nature which the Grantor may now or at any time hereafter owe to Secured Party by Die Concepts, Inc. (the “Entity Guarantor”) pursuant to the Original Entity Guaranty as amended by the Amended and Restated Entity Guaranty, whether now existing or hereafter created or arising, and whether direct or indirect, due or to become due, absolute or contingent, and the repayment or performance of any of the foregoing if any such payment or performance is at any time avoided, rescinded, set aside, or recovered from or repaid by Secured Party, in whole or in part, in any bankruptcy, insolvency, or similar proceeding instituted by or against the Grantor, the Entity Guarantor or any other guarantor of any Obligation, or otherwise, including but not limited to all principal, interest, fees, expenses and other charges, together with each debt, liability and obligation of every type and nature which the F & M Properties, LLC (the “Borrower”) may now or at any time hereafter owe to Secured Party including the Original Promissory Note as amended and restated by the Amended and Restated Promissory Note and all amendments, replacements, restatements, and substitutions therefor and the obligations of the Loan Agreement as amended by the First Amendment to Loan Agreement. 2. Fees and Costs. The Borrower agrees to pay all costs related to the amendment to the Loan and any documents executed, delivered, and recorded, if necessary, in connection thereto. 3 EL185\40\720812.v1 3. Confirmation of Security. Unless specifically amended herein, all terms of the Original Security Agreement are unchanged, remain in full force and effect, and are incorporated herein by reference. 4 EL185\40\720812.v1 Signature Page to First Amendment to Security Agreement IN TESTIMONY WHEREOF, each of the parties hereto has caused this First Amendment to Security Agreement to be effective as of the day and year first above written. DIE CONCEPTS, INC. a Minnesota corporation By: Fred Trapp Its: President By: Michael Tracey Its: Vice President 5 EL185\40\720812.v1 Signature Page to First Amendment to Security Agreement IN TESTIMONY WHEREOF, each of the parties hereto has caused this First Amendment to Security Agreement to be effective as of the day and year first above written. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER By: Name: Its: President By: Name: Its: Executive Director 6 EL185\40\720812.v1 EXHIBIT A All of the following property of the Grantor, whether now owned or hereafter acquired and wherever located: (a) equipment specified below; (b) accessions, additions and improvements to, replacements of, and substitutions for any of the foregoing; (c) all products and proceeds of any of the foregoing; and (d) books, records and data in any form relating to any of the foregoing. Item Purchase Price 1 Mitsubishi FX10 S/N 57F10041 2 Mitsubishi F8 S/N 50A10072 3 Mitsubishi QA10 S/N 10126 4 Mitsubishi FX20 S/N 08K20129 1 EL185\40\720849.v1 FIRST AMENDMENT TO ENVIRONMENTAL INDEMNIFICATION AGREEMENT (Microloan) THIS FIRST AMENDMENT TO ENVIRONMENTAL INDEMNIFICATION AGREEMENT (the “First Amendment to Environmental Indemnification”) is made effective as of May __, 2021, by and between F & M PROPERTIES, LLC, a Minnesota limited liability company (“Borrower”), and the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic of the State of Minnesota (“Lender”), and amends and supplements the ENVIRONMENTAL INDEMNIFICATION AGREEMENT, dated May 23, 2016 (the “Original Environmental Indemnification”) between the Borrower and the Lender, recorded in the Office of the County Recorder, Sherburne County, Minnesota on June, 3, 2016 as Document Number 821100. RECITALS A. On May 23, 2016, the Lender provided a loan to F & M Properties, LLC, a Minnesota limited liability company (“Borrower”) in the amount of $185,200 (the “Loan”), pursuant to the Loan Agreement, dated May 23, 2016 (the “Original Loan Agreement”), between the Buyer and the Lender. The Borrower applied the proceeds of the Loan to relocate to and purchase and renovate an existing building on real property, legally described in Exhibit A (the “Loan Property”). To secure the Loan, the Borrower delivered to the Lender (i) the Promissory Note, dated May 23, 2016 (the “Original Promissory Note”), from the Borrower to the Lender; (ii) the Security Agreement, dated May 23, 2016 (the “Original Security Agreement”), between Die Concepts, Inc., a Minnesota Corporation (“Die Concepts”) and the Lender; (iii) the Personal Guaranties, dated August May 23, 2016 (the “Original Personal Guaranties”), from Fred Trapp and Michael Tracey to the Lender; (iv) the Entity Guaranty, dated May 23, 2016 (the “Original Entity Guaranty”), from Die Concepts to the Lender; (v) the Original Environmental Indemnification; and (vi) the Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, dated May 23, 2016 (the “Original Mortgage”), from the Borrower to the Lender. The Loan is due and payable in full with a balloon payment on June 1, 2021. B. The Borrower requested an extension of the maturity date of the Loan. The Board of Commissioners of the Secured Party approved an extension of the maturity date to May 1, 2023. The Loan is currently outstanding in the principal amount of $146,253.78. 2 EL185\40\720849.v1 C. In consideration for amending the terms of the Loan, the Borrower is delivering to the Lender (i) the First Amendment to Loan Agreement, dated as of the date hereof (the “First Amendment to Loan Agreement”), between the Borrower and the Lender which amends and supplements the Original Loan Agreement; (ii) an Amended and Restated Promissory Note, dated as of the date hereof, (the “Amended and Restated Promissory Note”), from the Borrower to the Lender, which amends and restates the Original Promissory Note; (iii) the First Amendment to Security Agreement, dated as of the date hereof (“First Amendment to Security Agreement”) which amends the Original Security Agreement; (iv) Amended and Restated Personal Guaranties, dated as of the date hereof (the “Amended and Restated Personal Guaranties”), from Fred Trapp and Michael Tracey, which amend and restate the terms of the Original Personal Guaranties; (v) an Amended and Restated Entity Guaranty, dated as of the date hereof (the “Amended and Restated Entity Guaranty”), from Die Concepts which amends and restates the terms of the Original Entity Guaranty; (vi) this First Amendment to Environmental Indemnification; and (vii) a First Amendment to Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, dated as of the date hereof (the “First Amendment to Mortgage”), between the Borrower and the Lender, which amends and supplements the Original Mortgage (collectively, the “Amendment Documents”). NOW, THEREFORE, to induce the Lender to amend the terms of the Loan, the Borrower has agreed to execute this First Amendment to Environmental Indemnification, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments to Environmental Indemnification. The meanings of the defined terms set forth in the Original Environmental Indemnification as follows: a. The term “Loan Agreement” shall mean the Original Loan Agreement as amended by the First Amendment to Loan Agreement. b. The term “Mortgage” shall mean the Original Mortgage as amended by the First Amendment to Mortgage. 2. Fees and Costs. The Borrower agrees to pay all costs related to the refinancing of the Loan and any documents executed, delivered, and recorded, if necessary, in connection thereto. 3. Confirmation of Environmental Indemnification Agreement. Unless specifically amended herein, all terms of the Original Environmental Indemnification are unchanged, remain in full force and effect, and are incorporated herein by reference. [Signature Pages follow] 3 EL185\40\720849.v1 Signature Page to First Amendment to Environmental Indemnification Agreement IN TESTIMONY WHEREOF, each of the parties hereto has caused this First Amendment to Environmental Indemnification Agreement to be effective as of the day and year first above written. F & M PROPERTIES, LLC By: Name: Fred Trapp Its: President By: Name: Michael Tracey Its: Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF ________ ) The foregoing instrument was acknowledged before me on ______________, 2021, by Fred Trapp and Michael Tracey, __________ and _____________, respectively, of F & M Properties, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public My Commission Expires: 4 EL185\40\720849.v1 Signature Page to First Amendment to Environmental Indemnification Agreement IN TESTIMONY WHEREOF, each of the parties hereto has caused this First Amendment to Environmental Indemnification Agreement to be effective as of the day and year first above written. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER By: Name: Its: President By: Name: Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ________ ) The foregoing instrument was acknowledged before me on ______________, 2021, by ____________, the President, and ____________, the Executive Director, of the Economic Development Authority of the City of Elk River, a public body corporate and politic of the State of Minnesota, on behalf of the authority. Notary Public My Commission Expires: This Instrument was drafted by: Kennedy & Graven, Chartered (GAF) 150 South Fifth Street, Suite 700 Minneapolis, Minnesota 55402 Telephone: (612) 337-9300 5 EL185\40\720849.v1 EXHIBIT A Legal Description Land situated in Sherburne County. Minnesota, more particularly described as follows: All that part of the Southwest Quarter of the Northwest Quarter of Section 35, Township 33, Range 26, lying South and East of the centerline of County State Aid Highway No. 13, and lying South and West of the following described line: Commencing at the intersection of the West line of said section 35 and the extension Southwesterly of the tangent to the centerline of said County State Aid Highway No. 13, which point is 58.33 feet South of the Southwest corner of said Southwest Quarter of the Northwest Quarter; thence Northeasterly along said centerline extension and centerline a distance of 646.48 feet to the point of beginning of the line to be described; thence Southeasterly at right angle to intersect the South line of said Southwest Quarter of the Northwest Quartet· and there terminating, according to the United States Government Survey thereof and situate in Sherburne County, Minnesota. and The North 165 feet of the West 755.92 feet of the Northwest Quarter of the Southwest Quarter of Section 35, Township 33, Range 26, lying Southeasterly of the centerline of County State Aid Road or Highway No. 13, according to the United States Government Survey thereof situate in Sherburne County, Minnesota. Tax Parcel Identification Number: 75-135-2310 Common Address: 18489 Twin Lakes Road NW, Elk River, MN 5533 1 EL185\40\720876.v1 AMENDED AND RESTATED PROMISSORY NOTE (Microloan) May ___, 2021 Amount: $146,253.78 Interest: 2.00% Maturity: May 1, 2023 FOR VALUE RECEIVED, the undersigned, F & M PROPERTIES, LLC, a Minnesota limited liability company (the “Borrower”), promises to pay to the order of the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic of the State of Minnesota (“Lender”), at 13065 Orono Parkway, Elk River, Minnesota 55330, or such other place as the Lender or any other holder of this Amended and Restated Promissory Note (the “Note”) may designate in writing, on or before June 1, 2023 (the “Maturity Date”), the principal sum of One Hundred Forty-Six Thousand Two Hundred Fifty-Three and 78/100 Dollars ($146,253.78), together with interest on any and all amounts remaining unpaid thereon from time to time from the date hereof (computed on the basis of actual days elapsed in a year of 360 days) at a fixed interest rate of two percent (2.00%) per annum. This Note amends and restates in all respects a Promissory Note, dated May 23, 2016 (the “Original Note”), from the Borrower to the Lender in the original amount of $185,200.00. The Borrower has made payments under the Original Note since 2016. This Note is made pursuant to a First Amendment to Loan Agreement, of even date herewith (“First Amendment to Loan Agreement”), between the Borrower and the Lender, which amends and supplements the Loan Agreement, dated May 23, 2016 (the “Original Loan Agreement,” and together with the First Amendment to Loan Agreement, the “Loan Agreement”) which provides for the payment of the cost of relocation to, and purchase and renovation of an existing building. The principal amount of this Note shall be amortized over a 20 year period. The principal amount of this Note shall be amortized over a twenty (20) year period from May 23, 2016, when the Original Note was provided. Based on the foregoing, the Borrower shall be obligated to make monthly installments (each a “Monthly Installment”) in the amount of $936.90, which Monthly Installments shall commence on June 1, 2021, and continue on the first (1st) day of each and every month thereafter until the Maturity Date, when all outstanding principal and accrued but unpaid interest shall be payable in full. The final payment shall be a balloon payment in the amount of all outstanding principal and accrued by unpaid interest. This Note is secured by, among other things, (i) the First Amendment to Security Agreement, of even date herewith (the “First Amendment to Security Agreement”), between Die Concepts, Inc. (“Die Concepts”) and the Lender, which amends the Security Agreement, dated May 23, 2016 (the “Original Security Agreement, and together with the First Amendment to Security Agreement, the “Security Agreement”), between Die Concepts and the Lender; (ii) the First Amendment to Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement covering property owned by the Borrower, of even date herewith (the “First 2 EL185\40\720876.v1 Amendment to Mortgage”), between the Borrower and the Lender, which amends the Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, dated May 23, 2016 (the “Original Mortgage, and together with the First Amendment to Mortgage, the “Mortgage”), between the Borrower and the Lender; (iii) the Amended and Restated Personal Guaranties, of even date herewith (the “Amended and Restated Personal Guaranties”), from Fred Trapp and Michael Tracey, which amend and restate the Personal Guaranties, dated May 23, 2016 (the “Original Personal Guaranties, and together with the Amended and Restated Personal Guaranties, the “Personal Guaranties”) from Fred Trapp and Michael Tracey; and (iv) the Amended and Restated Entity Guaranty, of even date herewith (the “Amended and Restated Entity Guaranty”), from Die Concepts, which amends and restates the Entity Guaranty, dated May 23, 2016 (the “Original Entity Guaranty, and together with the Amended and Restated Entity Guaranty, the “Entity Guaranty”), from Die Concepts to the Lender (collectively, the “Security Documents”). All of the terms and conditions contained in the Security Documents which are to be kept and performed by Borrower are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein; and Borrower covenants and agrees to keep and perform them, or cause them to be kept and performed, strictly in accordance with their terms. If the Lender, or any other holder of this Note, has not received the full amount of any Monthly Installment provided for in this Note, by the end of ten (10) calendar days after the date it is due, Borrower shall pay a late charge fee to the Lender, or any other holder of this Note. The amount of the late charge fee shall be eight percent (8.00%) of the overdue Monthly Installment. The Borrower shall pay this late charge fee on demand, however, collection of the late charge fee shall not be deemed a waiver of the Lender’s right to declare an Event of Default and exercise its rights and remedies as provided for in the Loan Agreement and the Security Documents. Each Monthly Installment and other payments made under this Note shall be applied as follows: (i) first, to be applied against and pay interest which has accrued and remains unpaid on the date the payment is received; then (ii) to be applied against and pay unpaid late charges and any other charges, including attorneys’ fees and protective advances; and then (iii) all remaining amounts, if any, shall be applied against and reduce the then outstanding principal balance of this Note. If an Event of Default shall occur hereunder or under the Loan Agreement or any Security Document and any cure period provided for in the Loan Agreement or such Security Document has expired, the Borrower agrees to pay a default rate of interest equal to ten percent (10.00%) per annum as the applicable interest rate of this Note, and the entire principal amount outstanding, accrued interest and any other charges due hereon shall at once become due and payable at the option of the Lender or the holder hereof. Any failure of the Lender to exercise its right to increase the interest rate by the default rate of interest set forth above or its option to accelerate this Note at any time shall not constitute a waiver of the right to exercise the same right to increase the interest rate or accelerate at any subsequent time. Notwithstanding anything contained herein to the contrary, the default rate of interest hereon shall never exceed the highest rate permitted by law. The Borrower may prepay the principal under this note at any time and from time to time, 3 EL185\40\720876.v1 in whole or in part, without premium or penalty. No partial prepayment shall postpone the due date of any Monthly Installment or reduce the amount of any such Monthly Installment unless the Lender agrees otherwise in writing. All sums payable to the Lender under this Note shall be paid in immediately available funds. The Borrower promises to pay all costs in connection with the enforcement of this Note, including but not limited to, those costs, expenses and attorneys’ fees of Lender whether or not suit is filed with respect thereto and whether or not such cost or expense is paid or incurred or to be paid or incurred prior to or after the entry of judgment or for the pursuance of, or defense of, any litigation, appellate, bankruptcy or insolvency proceeding. Presentment, notice of dishonor and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be binding upon Borrower, its successors and assigns. The remedies of Lender, as provided herein and in the Loan Agreement and the Security Documents, shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of Lender, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Time is of the essence hereof. This Note shall be governed by and be construed under the laws of the State of Minnesota, without regard to principles of conflicts of law. [Signature Page Follows] EL185\40\720876.v1 S-1 IN WITNESS WHEREOF, the undersigned has caused this Note to be effective as of the day and year first above written. F & M PROPERTIES, LLC a Minnesota limited liability company By: Fred Trapp Its: President By: Michael Tracey Its: Vice President 1 EL185\40\720991.v1 AMENDED AND RESTATED PERSONAL GUARANTY (Microloan — Michael Tracey) Elk River, Minnesota May __, 2021 FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, and in consideration of and to induce financial accommodations of any kind, with or without security, given or to be given or continued at any time and from time to time by the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER (the “Lender”) to or for the account of F & M PROPERTIES, LLC, a Minnesota limited liability company (the “Borrower”), the undersigned absolutely and unconditionally guaranty to the Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of any and all indebtedness, obligations and liabilities of the Borrower (and any and all successors of the Borrower) to the Lender, now or hereafter existing, absolute or contingent, independent, joint, several or joint and several, secured or unsecured, due or to become due, contractual or tortious, liquidated or unliquidated, arising by assignment or otherwise, including without limitation all indebtedness, obligations and liabilities owed by the Borrower (and any and all successors of the Borrower) as a member of any partnership, syndicate, association or other group, and whether incurred by the Borrower (or any successor of the Borrower) as principal, surety, endorser, guarantor, accommodation party or otherwise (collectively, the “Indebtedness”); and the undersigned agree to pay on demand all of the Lender’s fees, costs, expenses and reasonable attorneys’ fees in connection with the Indebtedness, any security therefor, and this guaranty, plus interest on such amounts at the highest rate then applicable to any of the Indebtedness. The Lender may at any time and from time to time, without consent of or notice to the undersigned, without incurring responsibility to the undersigned, without releasing, impairing or affecting the liability of the undersigned hereunder, upon or without any terms or conditions, and in whole or in part: (1) sell, pledge, surrender, compromise, settle, release, renew, subordinate, extend, alter, substitute, exchange, change, modify or otherwise dispose of or deal with in any manner and in any order any Indebtedness, any evidence thereof, or any security or other guaranty therefor; (2) accept any security for, or other guarantors of, any Indebtedness; (3) fail, neglect or omit to obtain, realize upon or protect any Indebtedness or any security therefor, to exercise any lien upon or right to any money, credit or property toward the liquidation of the Indebtedness, or to exercise any other right against the Borrower, the undersigned, any other guarantor or any other person; and (4) apply any payments and credits to the Indebtedness in any manner and in any order. No act, omission or thing, except full payment and discharge of the Indebtedness, which but for this provision could act as a release or impairment of the liability of the undersigned hereunder, shall in any way release, impair or otherwise affect the liability of the undersigned hereunder, and the undersigned waives any and all defenses of the Borrower pertaining to the Indebtedness, any evidence thereof, and any security therefor, except the defense of discharge by payment. The failure of any person or persons to sign this or any other guaranty shall not release, impair or affect the liability of the undersigned hereunder. This guaranty is a primary obligation of the undersigned and the Lender shall not be required to first resort for payment of the Indebtedness to the Borrower 2 EL185\40\720991.v1 or any other person, their properties or estates, or any security or other rights or remedies whatsoever. The undersigned shall be and remain liable for any deficiency remaining after foreclosure of any mortgage or security interest securing the Indebtedness, whether or not the liability of the Borrower or any other person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The liability of the undersigned under this guaranty is in addition to and shall be cumulative with all other liabilities of the undersigned to the Lender, as guarantor or otherwise, without any limitation as to amount, unless the writing evidencing or creating such other liability specifically provides to the contrary. If any payment applied by the Lender to the Indebtedness is thereafter set aside, recovered, rescinded or required to be returned for any reason (including without limitation the bankruptcy, insolvency or reorganization of the Borrower or any other person), the Indebtedness to which such payment was applied shall for the purposes of this guaranty be deemed to have continued in existence, notwithstanding such application, and this guaranty shall be enforceable as to such Indebtedness as fully as if such application had never been made. The undersigned waives: (1) notice of acceptance of this guaranty and of the creation and existence of the Indebtedness; (2) presentment, demand for payment, notice of dishonor, notice of nonpayment, and protest of any instrument evidencing the Indebtedness; and (3) all other demands and notices to the undersigned or any other person and all other actions to establish the liability of the undersigned hereunder. The undersigned consent to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this guaranty, waives any argument that venue in such forums is not convenient, and agree that any litigation initiated by the undersigned against the Lender in connection with this guaranty shall be venued in either the District Court of Sherburne County, Minnesota, or the United States District Court, District of Minnesota. All property of the undersigned, now or hereafter in the possession, control or custody of or in transit to the Lender for any purpose, including without limitation the balance of every account of the undersigned with and each claim of the undersigned against the Lender, shall be subject to a lien and security interest in favor of the Lender, as security for all liabilities of the undersigned to the Lender, and shall be subject to be set off against any and all such liabilities, and the Lender may at any time and from time to time at its option and without notice appropriate and apply any such property toward the payment of any and all such liabilities. The undersigned agree to promptly provide the Lender from time to time with financial statements of the undersigned, in form and substance acceptable to the Lender, at least once every 12 months and as otherwise requested by the Lender. The undersigned agree to promptly provide the Lender from time to time with such other information respecting the condition (financial and otherwise), business and property of the undersigned as the Lender may request, in form and substance acceptable to the Lender. The undersigned waives all claims, rights and remedies which the undersigned may now have or hereafter acquire against any person at any time now or hereafter liable to payment of any of the Indebtedness and as to any collateral security, including but not limited to all claims, rights and remedies of contribution, indemnification, exoneration, reimbursement, recourse and subrogation, whether or not such claim, right or remedy arises in equity, under contract, by statute, 3 EL185\40\720991.v1 under common law or otherwise, whether or not the Indebtedness has been fully paid, and all payments and recoveries under this guaranty shall be considered equity investments by the undersigned in the Borrower; provided, nothing contained in this guaranty shall deprive the undersigned of any claim, right or remedy, after the Indebtedness has been fully paid, against any person other than the Borrower. No delay or failure by the Lender in exercising any right, and no partial or single exercise thereof shall constitute a waivesr thereof. No waivesr of any rights hereunder, and no modification or amendment of this guaranty shall be effective unless the same is in writing duly executed by the Lender, and each such waivesr, if any, shall apply only with respect to the specific instance involved and shall not impair or affect the rights of the Lender or the provisions of this guaranty in any other respect at any other time. This guaranty shall continue until written notice of revocation of this guaranty, executed by the undersigned, has been received by the Lender; provided, no revocation of this guaranty shall affect in any manner any liability of the undersigned under this guaranty with respect to Indebtedness arising before the Lender receives such written notice of revocation, and the sole effect of revocation of this guaranty shall be to exclude from this guaranty Indebtedness thereafter arising which is unconnected with Indebtedness theretofore arising or transactions theretofore entered into. Any invalidity or unenforceability of any provision or application of this guaranty shall not affect other lawful provisions and applications hereof and to this end the provisions of this guaranty are declared to be severable. This guaranty shall bind the undersigned and the heirs, representatives, successors and assigns of the undersigned, and of each of them respectively, and shall benefit the Lender, its successors and assigns. This guaranty shall be governed by and construed in accordance with the laws of the State of Minnesota. This Amended and Restated Personal Guaranty amends and restates in its entirety the Personal Guaranty, dated May 23, 2016, from the undersigned to the Lender. The undersigned is an owner and member of the Borrower and the undersigned acknowledges and agrees that the Indebtedness was utilized by the Borrower to relocate to and purchase and renovate an existing building on real property located at 18489 Twin Lakes Road, Elk River, Minnesota 55330 (the “Property”) and such relocation, purchase, and renovation materially financially benefitted the undersigned and, therefore, the undersigned’s obligations under this Guaranty are proper, valid and enforceable. THE UNDERSIGNED REPRESENTS, CERTIFIES, WARRANTS AND AGREES THAT THE UNDERSIGNED HAS READ ALL OF THIS GUARANTY AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS GUARANTY. THE UNDERSIGNED ALSO AGREES THAT COMPLIANCE BY THE LENDER WITH THE EXPRESS PROVISIONS OF THIS GUARANTY SHALL CONSTITUTE GOOD FAITH AND SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES. Michael Tracey 1 DOCSOPEN\EL185\40\720996.v1-5/12/21 AMENDED AND RESTATED PERSONAL GUARANTY (Microloan — Fred Trapp) Elk River, Minnesota May __, 2021 FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, and in consideration of and to induce financial accommodations of any kind, with or without security, given or to be given or continued at any time and from time to time by the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER (the “Lender”) to or for the account of F & M PROPERTIES, LLC, a Minnesota limited liability company (the “Borrower”), the undersigned absolutely and unconditionally guaranty to the Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of any and all indebtedness, obligations and liabilities of the Borrower (and any and all successors of the Borrower) to the Lender, now or hereafter existing, absolute or contingent, independent, joint, several or joint and several, secured or unsecured, due or to become due, contractual or tortious, liquidated or unliquidated, arising by assignment or otherwise, including without limitation all indebtedness, obligations and liabilities owed by the Borrower (and any and all successors of the Borrower) as a member of any partnership, syndicate, association or other group, and whether incurred by the Borrower (or any successor of the Borrower) as principal, surety, endorser, guarantor, accommodation party or otherwise (collectively, the “Indebtedness”); and the undersigned agree to pay on demand all of the Lender’s fees, costs, expenses and reasonable attorneys’ fees in connection with the Indebtedness, any security therefor, and this guaranty, plus interest on such amounts at the highest rate then applicable to any of the Indebtedness. The Lender may at any time and from time to time, without consent of or notice to the undersigned, without incurring responsibility to the undersigned, without releasing, impairing or affecting the liability of the undersigned hereunder, upon or without any terms or conditions, and in whole or in part: (1) sell, pledge, surrender, compromise, settle, release, renew, subordinate, extend, alter, substitute, exchange, change, modify or otherwise dispose of or deal with in any manner and in any order any Indebtedness, any evidence thereof, or any security or other guaranty therefor; (2) accept any security for, or other guarantors of, any Indebtedness; (3) fail, neglect or omit to obtain, realize upon or protect any Indebtedness or any security therefor, to exercise any lien upon or right to any money, credit or property toward the liquidation of the Indebtedness, or to exercise any other right against the Borrower, the undersigned, any other guarantor or any other person; and (4) apply any payments and credits to the Indebtedness in any manner and in any order. No act, omission or thing, except full payment and discharge of the Indebtedness, which but for this provision could act as a release or impairment of the liability of the undersigned hereunder, shall in any way release, impair or otherwise affect the liability of the undersigned hereunder, and the undersigned waives any and all defenses of the Borrower pertaining to the Indebtedness, any evidence thereof, and any security therefor, except the defense of discharge by payment. The failure of any person or persons to sign this or any other guaranty shall not release, impair or affect the liability of the undersigned hereunder. This guaranty is a primary obligation of the undersigned and the Lender shall not be required to first resort for payment of the Indebtedness to the Borrower 2 DOCSOPEN\EL185\40\720996.v1-5/12/21 or any other person, their properties or estates, or any security or other rights or remedies whatsoever. The undersigned shall be and remain liable for any deficiency remaining after foreclosure of any mortgage or security interest securing the Indebtedness, whether or not the liability of the Borrower or any other person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The liability of the undersigned under this guaranty in addition to and shall be cumulative with all other liabilities of the undersigned to the Lender, as guarantor or otherwise, without any limitation as to amount, unless the writing evidencing or creating such other liability specifically provides to the contrary. If any payment applied by the Lender to the Indebtedness is thereafter set aside, recovered, rescinded or required to be returned for any reason (including without limitation the bankruptcy, insolvency or reorganization of the Borrower or any other person), the Indebtedness to which such payment was applied shall for the purposes of this guaranty be deemed to have continued in existence, notwithstanding such application, and this guaranty shall be enforceable as to such Indebtedness as fully as if such application had never been made. The undersigned waives: (1) notice of acceptance of this guaranty and of the creation and existence of the Indebtedness; (2) presentment, demand for payment, notice of dishonor, notice of nonpayment, and protest of any instrument evidencing the Indebtedness; and (3) all other demands and notices to the undersigned or any other person and all other actions to establish the liability of the undersigned hereunder. The undersigned consent to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this guaranty, waives any argument that venue in such forums is not convenient, and agree that any litigation initiated by the undersigned against the Lender in connection with this guaranty shall be venued in either the District Court of Sherburne County, Minnesota, or the United States District Court, District of Minnesota. All property of the undersigned, now or hereafter in the possession, control or custody of or in transit to the Lender for any purpose, including without limitation the balance of every account of the undersigned with and each claim of the undersigned against the Lender, shall be subject to a lien and security interest in favor of the Lender, as security for all liabilities of the undersigned to the Lender, and shall be subject to be set off against any and all such liabilities, and the Lender may at any time and from time to time at its option and without notice appropriate and apply any such property toward the payment of any and all such liabilities. The undersigned agree to promptly provide the Lender from time to time with financial statements of the undersigned, in form and substance acceptable to the Lender, at least once every 12 months and as otherwise requested by the Lender. The undersigned agree to promptly provide the Lender from time to time with such other information respecting the condition (financial and otherwise), business and property of the undersigned as the Lender may request, in form and substance acceptable to the Lender. The undersigned waives all claims, rights and remedies which the undersigned may now have or hereafter acquire against any person at any time now or hereafter liable to payment of any of the Indebtedness and as to any collateral security, including but not limited to all claims, rights and remedies of contribution, indemnification, exoneration, reimbursement, recourse and subrogation, whether or not such claim, right or remedy arises in equity, under contract, by statute, 3 DOCSOPEN\EL185\40\720996.v1-5/12/21 under common law or otherwise, whether or not the Indebtedness has been fully paid, and all payments and recoveries under this guaranty shall be considered equity investments by the undersigned in the Borrower; provided, nothing contained in this guaranty shall deprive the undersigned of any claim, right or remedy, after the Indebtedness has been fully paid, against any person other than the Borrower. No delay or failure by the Lender in exercising any right, and no partial or single exercise thereof shall constitute a waivesr thereof. No waivesr of any rights hereunder, and no modification or amendment of this guaranty shall be effective unless the same is in writing duly executed by the Lender, and each such waivesr, if any, shall apply only with respect to the specific instance involved and shall not impair or affect the rights of the Lender or the provisions of this guaranty in any other respect at any other time. This guaranty shall continue until written notice of revocation of this guaranty, executed by the undersigned, has been received by the Lender; provided, no revocation of this guaranty shall affect in any manner any liability of the undersigned under this guaranty with respect to Indebtedness arising before the Lender receives such written notice of revocation, and the sole effect of revocation of this guaranty shall be to exclude from this guaranty Indebtedness thereafter arising which is unconnected with Indebtedness theretofore arising or transactions theretofore entered into. Any invalidity or unenforceability of any provision or application of this guaranty shall not affect other lawful provisions and applications hereof and to this end the provisions of this guaranty are declared to be severable. This guaranty shall bind the undersigned and the heirs, representatives, successors and assigns of the undersigned, and of each of them respectively, and shall benefit the Lender, its successors and assigns. This guaranty shall be governed by and construed in accordance with the laws of the State of Minnesota. This Amended and Restated Personal Guaranty amends and restates in its entirety the Personal Guaranty, dated May 23, 2016, from the undersigned to the Lender. The undersigned is an owner and member of the Borrower and the undersigned acknowledges and agrees that the Indebtedness was utilized by the Borrower to relocate to and purchase and renovate an existing building on real property located at 18489 Twin Lakes Road, Elk River, Minnesota 55330 (the “Property”) and such relocation, purchase, and renovation materially financially benefitted the undersigned and, therefore, the undersigned’s obligations under this Guaranty are proper, valid and enforceable. THE UNDERSIGNED REPRESENTS, CERTIFIES, WARRANTS AND AGREES THAT THE UNDERSIGNED HAS READ ALL OF THIS GUARANTY AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS GUARANTY. THE UNDERSIGNED ALSO AGREES THAT COMPLIANCE BY THE LENDER WITH THE EXPRESS PROVISIONS OF THIS GUARANTY SHALL CONSTITUTE GOOD FAITH AND SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES. Fred Trapp 1 EL185\40\720999.v1 AMENDED AND RESTATED ENTITY GUARANTY (Microloan) Elk River, Minnesota May , 2021 FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, and in consideration of and to induce financial accommodations of any kind, with or without security, given or to be given or continued at any time and from time to time by the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER (the “Lender”) to or for the account of F & M PROPERTIES, LLC (the “Borrower”), DIE CONCEPTS, INC. (the “Entity Guarantor”) absolutely and unconditionally guarantees to the Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of any and all indebtedness, obligations and liabilities of the Borrower (and any and all successors of the Borrower) to the Lender, now or hereafter existing, absolute or contingent, independent, joint, several or joint and several, secured or unsecured, due or to become due, contractual or tortious, liquidated or unliquidated, arising by assignment or otherwise, including without limitation all indebtedness, obligations and liabilities owed by the Borrower (and any and all successors of the Borrower) as a member of any partnership, syndicate, association or other group, and whether incurred by the Borrower (or any successor of the Borrower) as principal, surety, endorser, guarantor, accommodation party or otherwise (collectively, the “Indebtedness”); and the Entity Guarantor agrees to pay on demand all of the Lender’s fees, costs, expenses and reasonable attorneys’ fees in connection with the Indebtedness, any security therefor, and this guaranty, plus interest on such amounts at the highest rate then applicable to any of the Indebtedness. The Lender may at any time and from time to time, without consent of or notice to the Entity Guarantor, without incurring responsibility to the Entity Guarantor, without releasing, impairing or affecting the liability of the Entity Guarantor hereunder, upon or without any terms or conditions, and in whole or in part: (1) sell, pledge, surrender, compromise, settle, release, renew, subordinate, extend, alter, substitute, exchange, change, modify or otherwise dispose of or deal with in any manner and in any order any Indebtedness, any evidence thereof, or any security or other guaranty therefor; (2) accept any security for, or other guarantors of, any Indebtedness; (3) fail, neglect or omit to obtain, realize upon or protect any Indebtedness or any security therefor, to exercise any lien upon or right to any money, credit or property toward the liquidation of the Indebtedness, or to exercise any other right against the Borrower, the Entity Guarantor, any other guarantor or any other person; and (4) apply any payments and credits to the Indebtedness in any manner and in any order. No act, omission or thing, except full payment and discharge of the Indebtedness, which but for this provision could act as a release or impairment of the liability of the Entity Guarantor hereunder, shall in any way release, impair or otherwise affect the liability of the Entity Guarantor hereunder, and the Entity Guarantor waives any and all defenses of the Borrower pertaining to the Indebtedness, any evidence thereof, and any security therefor, except the defense of discharge by payment. The failure of any person or persons to sign this or any other guaranty shall not release, impair or affect the liability of the Entity Guarantor hereunder. This guaranty is a primary obligation of the Entity Guarantor and the Lender shall not be required to first resort for payment of the Indebtedness to the Borrower or any other person, their properties 2 EL185\40\720999.v1 or estates, or any security or other rights or remedies whatsoever. The Entity Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage or security interest securing the Indebtedness, whether or not the liability of the Borrower or any other person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The liability of the Entity Guarantor under this guaranty is in addition to and shall be cumulative with all other liabilities of the Entity Guarantor to the Lender, as guarantor or otherwise, without any limitation as to amount, unless the writing evidencing or creating such other liability specifically provides to the contrary. If any payment applied by the Lender to the Indebtedness is thereafter set aside, recovered, rescinded or required to be returned for any reason (including without limitation the bankruptcy, insolvency or reorganization of the Borrower or any other person), the Indebtedness to which such payment was applied shall for the purposes of this guaranty be deemed to have continued in existence, notwithstanding such application, and this guaranty shall be enforceable as to such Indebtedness as fully as if such application had never been made. The Entity Guarantor waives: (1) notice of acceptance of this guaranty and of the creation and existence of the Indebtedness; (2) presentment, demand for payment, notice of dishonor, notice of nonpayment, and protest of any instrument evidencing the Indebtedness; and (3) all other demands and notices to the Entity Guarantor or any other person and all other actions to establish the liability of the Entity Guarantor hereunder. The Entity Guarantor consents to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this guaranty, waives any argument that venue in such forums is not convenient, and agrees that any litigation initiated by the Entity Guarantor against the Lender in connection with this guaranty shall be venued in either the District Court of Sherburne County, Minnesota, or the United States District Court, District of Minnesota. All property of the Entity Guarantor, now or hereafter in the possession, control or custody of or in transit to the Lender for any purpose, including without limitation the balance of every account of the Entity Guarantor with and each claim of the Entity Guarantor against the Lender, shall be subject to a lien and security interest in favor of the Lender, as security for all liabilities of the Entity Guarantor to the Lender, and shall be subject to be set off against any and all such liabilities, and the Lender may at any time and from time to time at its option and without notice appropriate and apply any such property toward the payment of any and all such liabilities. The Entity Guarantor agrees to promptly provide the Lender from time to time with financial statements of the Entity Guarantor, in form and substance acceptable to the Lender, at least once every 12 months and as otherwise requested by the Lender. The Entity Guarantor agrees to promptly provide the Lender from time to time with such other information respecting the condition (financial and otherwise), business and property of the Entity Guarantor as the Lender may request, in form and substance acceptable to the Lender. The Entity Guarantor waives all claims, rights and remedies which the Entity Guarantor may now have or hereafter acquire against any person at any time now or hereafter liable to payment of any of the Indebtedness and as to any collateral security, including but not limited to all claims, rights and remedies of contribution, indemnification, exoneration, reimbursement, recourse and subrogation, whether or not such claim, right or remedy arises in equity, under 3 EL185\40\720999.v1 contract, by statute, under common law or otherwise, whether or not the Indebtedness has been fully paid, and all payments and recoveries under this guaranty shall be considered equity investments by the Entity Guarantor in the Borrower; provided, nothing contained in this guaranty shall deprive the Entity Guarantor of any claim, right or remedy, after the Indebtedness has been fully paid, against any person other than the Borrower. No delay or failure by the Lender in exercising any right, and no partial or single exercise thereof shall constitute a waiver thereof. No waiver of any rights hereunder, and no modification or amendment of this guaranty shall be effective unless the same is in writing duly executed by the Lender, and each such waiver, if any, shall apply only with respect to the specific instance involved and shall not impair or affect the rights of the Lender or the provisions of this guaranty in any other respect at any other time. This guaranty shall continue until written notice of revocation of this guaranty, executed by the Entity Guarantor, has been received by the Lender; provided, no revocation of this guaranty shall affect in any manner any liability of the Entity Guarantor under this guaranty with respect to Indebtedness arising before the Lender receives such written notice of revocation, and the sole effect of revocation of this guaranty shall be to exclude from this guaranty Indebtedness thereafter arising which is unconnected with Indebtedness theretofore arising or transactions theretofore entered into. Any invalidity or unenforceability of any provision or application of this guaranty shall not affect other lawful provisions and applications hereof and to this end the provisions of this guaranty are declared to be severable. This guaranty shall bind the Entity Guarantor and the representatives, successors and assigns of the Entity Guarantor, and of each of them respectively, and shall benefit the Lender, its successors and assigns. This guaranty shall be governed by and construed in accordance with the laws of the State of Minnesota. The Entity Guarantor acknowledges and agrees that in accordance with Section 24 of that certain Loan Agreement, dated May 23, 2016 (the “Original Loan Agreement”) as amened by the First Amendment to Loan Agreement (the “First Amendment to Loan Agreement”), dated as of the date hereof, between the Borrower and the Lender (the Original Loan Agreement and First Amendment to Loan Agreement collectively the “Loan Agreement”) the Entity Guarantor shall relocate or create 12 full-time equivalent jobs in Elk River, Minnesota (the “City”), at the Loan Property at an hourly wage equal to the greater of $15.00 per hour or 150% of the state or federal minimum wage, whichever is greater (the “Jobs”), by the two (2) year anniversary of the date of closing on the Loan (the “Benefit Date”), will continue operations in the City and maintain the Jobs for at least 5 years after the Benefit Date, and will comply with all other applicable terms of Section 24 of the Loan Agreement. This Amended and Restated Entity Guaranty amends and restates the Entity Guaranty, dated May 23, 2016, but the undersigned in favor of the Lender. The Entity Guarantor is or will be the occupant of the property located at 18489 Twin Lakes Road, Elk River, Minnesota 55330 (the “Property”). Borrower has acquired the Property and will be leasing it to the Entity Guarantor pursuant to a certain lease agreement (the “Lease”). Borrower and the Entity Guarantor are under common ownership. The Entity Guarantor acknowledges and agrees that the Indebtedness is being utilized by Borrower to finance the relocation to and acquisition and renovation of an existing structure at the Property, and such relocation, acquisition, and renovation will support the Entity Guarantor’s ability to fulfill its obligations under the Lease and, therefore, the Entity Guarantor’s 4 EL185\40\720999.v1 obligations under this Guaranty are proper, valid and enforceable. This Guaranty has been approved by unanimous consent of the board of governors of the Entity Guarantor. THE ENTITY GUARANTOR REPRESENTS, CERTIFIES, WARRANTS AND AGREES THAT THE UNDERSIGNED HAVE READ ALL OF THIS GUARANTY AND UNDERSTAND ALL OF THE PROVISIONS OF THIS GUARANTY. THE ENTITY GUARANTOR ALSO AGREES THAT COMPLIANCE BY THE LENDER WITH THE EXPRESS PROVISIONS OF THIS GUARANTY SHALL CONSTITUTE GOOD FAITH AND SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES. DIE CONCEPTS, INC., a Minnesota corporation By: Fred Trapp, President By: Michael Tracey, Vice President 1 EL185\40\721009.v1 FIRST AMENDMENT TO LOAN AGREEMENT (Microloan) THIS FIRST AMENDMENT TO LOAN AGREEMENT (the “First Amendment to Loan Agreement”) is made effective as of May __, 2021, by and between F & M PROPERTIES, LLC, a Minnesota limited liability company (“Borrower”), and the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic of the State of Minnesota (“Lender”), and amends and supplements the LOAN AGREEMENT, dated May 23, 2016 (the “Original Loan Agreement”), between the Borrower and the Lender. RECITALS A. On May 23, 2016, the Lender made a loan to F & M Properties, LLC, a Minnesota limited liability company (“Borrower”) in the amount of $185,200 (the “Loan”), pursuant to the Original Loan Agreement. The Borrower applied the proceeds of the Loan relocate to and purchase and renovate an existing building on certain real property, legally described in Exhibit A (the “Loan Property”). To secure the Loan, the Borrower delivered to the Lender (i) the Promissory Note, dated May 23, 2016 (the “Original Promissory Note”), from the Borrower to the Lender; (ii) the Security Agreement, dated May 23, 2016 (the “Original Security Agreement”), between Die Concepts, Inc., a Minnesota Corporation (“Die Concepts”) and the Lender; (iii) the Personal Guaranties, dated May 23, 2016 (the “Original Personal Guaranties”), from Fred Trapp and Michael Tracey to the Lender; (iv) the Entity Guaranty, dated May 23, 2016 (the “Original Entity Guaranty”), from Die Concepts to the Lender; (v) the Environmental Indemnification Agreement, dated May 23, 2016, (the “Original Environmental Indemnification”), between the Borrower and the Lender; and (vi) the Mortgage and Assignment of Rents and Security Agreement and Fixture Financing Statement, dated May 23, 2016 (the “Original Mortgage”), from the Borrower to the Lender. The Loan is due and payable in full with a balloon payment on June 1, 2021. B. The Borrower requested an extension of the maturity date of the Loan. The Board of Commissioners of the Lender approved an extension of the maturity date to May 1, 2023. The Loan is currently outstanding in the principal amount of $146,253.78. C. In consideration for amending the terms of the Loan, the Borrower is delivering to the Lender (i) this First Amendment to Loan Agreement; (ii) an Amended and Restated Promissory Note, dated as of the date hereof, (the “Amended and Restated Promissory Note”), from the Borrower to the Lender, which amends and restates the Original Promissory Note; (iii) the First Amendment to Security Agreement, dated as of the date hereof (the “First Amendment to Security Agreement”); from Die Concepts to the Lender; (iv) Amended and Restated Personal Guaranties, dated as of the date hereof (the “Amended and Restated Personal Guaranties”), from Fred Trapp and Michael Tracey to the Lender, which amend and restate the terms of the Original Personal Guaranties; (v) an Amended and Restated Entity Guaranty, dated as of the date hereof (the “Amended and Restated Entity Guaranty”), from Die Concepts to the Lender which amends and restates the terms of the Original Entity Guaranty; (vi) a First Amendment to Environmental Indemnification Agreement, dated as of the date hereof (the “First Amendment to Environmental Indemnification”), between the Borrower and the Lender which amends and supplements the terms of the Original Environmental Indemnification; and (vii) a First Amendment to Mortgage and 2 EL185\40\721009.v1 Assignment of Rents and Security Agreement and Fixture Financing Statement, dated as of the date hereof (the “First Amendment to Mortgage”), between the Borrower and the Lender, which amends and supplements the Original Mortgage (collectively, the “Amendment Documents”). D. To continue to secure the Loan and to evidence the amendment to the Loan and the Amendment Documents, the Borrower has agreed to execute and deliver to the Lender this First Amendment to Loan Agreement. NOW, THEREFORE, to induce the Lender to amend the terms of the Loan and the Original Loan Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amount and Purpose of the Loan. Section 1 of the Original Loan Agreement is hereby deleted and replaced in its entirety with the following: 1. Amount and Purpose of Loan. Borrower agrees to take and Lender agrees to make a loan in the principal amount of One Hundred Forty-Six Thousand Two Hundred Fifty-Three and 78/l00s Dollars ($146,253.78) (the "Loan") to be advanced in a single disbursement as hereinafter provided, the Loan to be evidenced by the Amended and Restated Note and secured by the First Amendment to Security Agreement, the Amended and Restated Personal Guaranties, the First Amendment to Mortgage, the Amended and Restated Entity Guaranty and any other security document required under this Agreement. The Loan proceeds will be used only towards the cost of Borrower's relocation to and acquisition and renovation of an existing building located on the Loan Property. 2. Defined Terms. The meanings of the defined terms set forth in the Original Loan Agreement are hereby amended as follows: a. The term “Loan Agreement” shall mean the Original Loan Agreement as amended by the First Amendment to Loan Agreement. b. The term “Security Agreement” shall mean the Original Security Agreement as amended by the First Amendment to Security Agreement. c. The term “Note” shall mean the Original Note as amended and restated by the Amended and Restated Promissory Note. d. The term “Mortgage” shall mean the Original Mortgage as amended by the First Amendment to Mortgage. e. The term “Entity Guaranty” shall mean the Original Entity Guaranty as amended and restated by the Amended and Restated Entity Guaranty. f. The term “Personal Guaranties” shall mean the Original Personal Guaranties as amended and restated by the Amended and Restated Personal Guaranties. 3. Fees and Costs. The Borrower agrees to pay all costs related to the refinancing of the Loan and any documents executed, delivered, and recorded, if necessary, in connection thereto. 3 EL185\40\721009.v1 4. Mortgage. The Mortgage, as amended by the First Amendment Mortgage, will unconditionally secure payment to Lender as set forth in the Original Loan Agreement and herein and in the Original Note and the Amended and Restated Note. 5. Confirmation of Loan Agreement. Unless specifically amended herein, all terms of the Original Loan Agreement are unchanged, remain in full force and effect, and are incorporated herein by reference. [Signature Pages follow] 4 EL185\40\721009.v1 Signature Page to First Amendment to Loan Agreement IN TESTIMONY WHEREOF, each of the parties hereto has caused this First Amendment to Loan Agreement to be effective as of the day and year first above written. F & M PROPERTIES, LLC By: Name: Fred Trapp Its: President By: Name: Michael Tracey Its: Vice President 5 EL185\40\721009.v1 Signature Page to First Amendment to Loan Agreement IN TESTIMONY WHEREOF, each of the parties hereto has caused this First Amendment to Loan Agreement to be effective as of the day and year first above written. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER By: Name: Its: President By: Name: Its: Executive Director 6 EL185\40\721009.v1 EXHIBIT A Legal Description Land situated in Sherburne County. Minnesota, more particularly described as follows: All that part of the Southwest Quarter of the Northwest Quarter of Section 35, Township 33, Range 26, lying South and East of the centerline of County State Aid Highway No. 13, and lying South and West of the following described line: Commencing at the intersection of the West line of said section 35 and the extension Southwesterly of the tangent to the centerline of said County State Aid Highway No. 13, which point is 58.33 feet South of the Southwest corner of said Southwest Quarter of the Northwest Quarter; thence Northeasterly along said centerline extension and centerline a distance of 646.48 feet to the point of beginning of the line to be described; thence Southeasterly at right angle to intersect the South line of said Southwest Quarter of the Northwest Quartet· and there terminating, according to the United States Government Survey thereof and situate in Sherburne County, Minnesota. and The North 165 feet of the West 755.92 feet of the Northwest Quarter of the Southwest Quarter of Section 35, Township 33, Range 26, lying Southeasterly of the centerline of County State Aid Road or Highway No. 13, according to the United States Government Survey thereof situate in Sherburne County, Minnesota. Tax Parcel Identification Number: 75-135-2310 Common Address: 18489 Twin Lakes Road NW, Elk River, MN 5533