Exhibit 10.8


 





SECURED PROMISSORY NOTE


 


Minneapolis, MN


July 1, 2015


$22,205,612.86


 


FOR VALUE RECEIVED,
Krieger Enterprises, LLC, a Minnesota limited liability company (the “Maker” or the “Company”),
hereby promises to pay to the order of Aspirity Financial LLC or its successors or assigns, as the case may be (the “Payee”),
at the Payee’s principal place of business, or such other place as may be specified in writing by the Payee, the principal
sum of Twenty-Two Million, Two Hundred Five Thousands, Six Hundred Twelve Dollars and Eighty-Six Cents ($22,205,612.86), together
with interest on the unpaid principal balance from the date of this Note until December 30, 2019 (the “Maturity Date”).


 


This Note is made in connection
with that certain Term Loan Agreement (the “Agreement”) of even date herewith between the Company and the Payee.
Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Agreement.


 


1.Payments.
The Maker shall make monthly payments of interest and principal as set forth in the amortization schedule attached hereto as Exhibit
A and made a part of this Note by this reference thereto. The Note shall bear interest at a minimum rate per annum equal to the
Planning Interest Rate, as adjusted as set forth in the Agreement. On the Maturity Date, all unpaid principal and accrued interest
shall be due and payable.


 


2.Events of Default.
The Maker will be in default under this Agreement upon the happening after the effective date of this Agreement of any of the following
events:


 


(a).Filing by the Maker
of a petition for relief under the United States Bankruptcy Code, or any other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect,
or seeking the appointment of a trustee, receiver, liquidation, custodian, or other similar official of it or any substantial part
of its property, or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or making a general assignment for the benefit of creditors.


 


(b).The failure by the
Maker to pay any principal and accrued interest on the Note when due.


 


(c).The occurrence of
any Event of Default under the Agreement.


 


3.Remedies Upon
Default. In the event of a default described above, and provided that the Maker has not cured the default within the cure period
specified for such default in the Agreement, the Payee will have the right, at the Payee’s option and without demand or notice:
(a) to declare all or any part of the Note immediately due and payable; and (b) to exercise, in addition to the rights and remedies
granted hereby, all of the rights and remedies of the Payee under the Uniform Commercial Code, or any other applicable law.


 




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4.Security.
In the event the equity of the Company is distributed to Timothy S. Krieger and Summer Enterprises, LLC, as set forth in Section
7 hereof, the repayment of this Note will be secured by the pledge of 100% of the outstanding equity of the Company to the Payee
pursuant to a Pledge Agreement entered into between the Company and Payee, effective upon the date of such distribution.


 


5.Notices. All
notices, requests, demands, claims and other communications pursuant to this Note will be in writing and will be deemed duly given
two business days after such notice is sent by registered or certified mail, return receipt requested, postage prepaid and addressed
to the intended recipient as set forth below:


 


(a).If to Maker:


Krieger Enterprises, LLC


16233 Kenyon Avenue


Lakeville, MN 55044


Email: tkriger@twincitiespower.com


 


(b).If to Payee:


Aspirity Financial LLC


16233 Kenyon Avenue


Lakeville, MN 55044


Email: wsharp@twincitiespower.com


 


(c).Any Party may send
any notice, request, demand, claim or other communication to the intended recipient at the address set forth above using any other
means (including personal delivery, overnight courier, messenger service, telecopy, telex, ordinary mail or electronic mail). Such
notice, request, demand, claim or other communication will be deemed to have been duly given on the day of personal delivery or
the day after sent via reputable overnight courier. Otherwise, notice will only be deemed to have been received when it actually
is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Agreement.


 


6.Invalidity of
Particular Provisions. The Maker and the Payee agree that the unenforceability or invalidity of any provision or provisions
of this Note will not render any other provision or provisions herein contained unenforceable or invalid.


 


7.Successors or
Assigns. The Maker and the Payee agree that all of the terms of this Note will be binding on their respective successors and
assigns, and that the term “Maker” and the term “Payee” as used herein will be deemed to include, for all
purposes, their respective designees, successors, assigns, heirs, executors and administrators. Without limiting the generality
of the foregoing, the Parties agree and acknowledge that the equity of the Company may be distributed to Timothy S. Krieger and
Summer Enterprises, LLC (as their interests may appear) upon the satisfaction of certain conditions set forth in the Payee’s
Plan of Restructuring, dated of even date herewith.


 




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8.Governing Law;
Choice of Venue, Waiver of Jury Trial. This Note will be interpreted and governed under the laws of the State of Minnesota,
without regard to conflict of laws principles. Any action or proceeding against any of the Parties relating in any way to this
Note or the subject matter of this Note will be brought and enforced exclusively in the competent state or federal courts of Minnesota,
and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding.
The Parties waive their right to a trial by jury for any action or proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement, whether grounded in tort, contract or otherwise.


 


9.Waiver. Waiver
of any default hereunder by the Payee will not be a waiver of any other default or of a same default on a later occasion. No delay
or failure by the Payee to exercise any right or remedy will be a waiver of such right or remedy and no single or partial exercise
by the Payee of any right or remedy will preclude other or further exercise thereof or the exercise of any other right or remedy
at any other time.


 


10.Waiver of Presentment.
The Maker waives presentment, dishonor, protest, demand, diligence, notice of protest, notice of demand, notice of dishonor, notice
of nonpayment, and any other notice of any kind otherwise required by law in connection with the delivery, acceptance, performance,
default, enforcement or collection of this Note and expressly agrees that this Note, or any payment hereunder, may be extended
or subordinated (by forbearance or otherwise) at any time, without in any way affecting the liability of the Maker.


 


11.Collection Costs.
The Maker agrees to pay on demand all costs of collecting or enforcing payment under this Note, including reasonable attorneys’
fees and legal expenses, whether suit be brought or not, and whether through courts of original jurisdiction, courts of appellate
jurisdiction, or bankruptcy courts, or through other legal proceedings.


 


12.Amendment.
This Note may not be amended, converted, or modified, nor will any waiver of any provision hereof be effective, except by an instrument
in writing signed by the party against whom enforcement of any amendment, conversion, modification, or waiver is sought.


 


IN WITNESS WHEREOF, the
Maker has executed this promissory note as of the date first above written.


 


MAKER:


 


KRIEGER ENTERPRISES, LLC


 


 


/s/ Timothy S. Krieger


Timothy S. Krieger, Chief Executive Officer


 




 






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