Exhibit 10.2


 


PROMISSORY NOTE SECURED BY MORTGAGES


 


Notice to Borrower: This Loan calls for a Balloon
Payment on Maturity


 


FOR VALUE RECEIVED,
the undersigned Borrower hereby promises to pay to the order of Lender, the principal sum of the Loan Amount together with interest on
the sums advanced and other sums herein referred to in this Note (the “Loan”).


 


1.            Basic
Note Terms. The following are the basic terms of this Note (and capitalized terms identified in the left column below constitute
a defined term with the meaning set forth opposite such capitalized term, whether or not designated in quotes). To the extent there is
any conflict between the provisions of this Section 1 and the remainder of this Note, this Section 1 shall control.


 


	1.1.	Loan Date	July 30, 2021

         

	1.2.	Borrower	
    VVI FULFILLMENT CENTER, INC., a Minnesota
    corporation, and EP PROPERTIES, LLC, a Minnesota limited liability company, jointly and severally

     

	1.3.	Lender	
    GreenLake
    Real Estate FINANCE LLC, a California limited liability company and/or Assignees

     

	1.4.	Loan Amount	TWENTY-EIGHT MILLION, FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($28,500,000.00) is hereby made available to Borrower.

                                     

	

    1.5.
	Fixed Rate	
    10.00% per annum, which applies to all amounts advanced
hereunder at anytime

     

	1.6.	Maturity Date	
    July 31, 2024

     

	1.7.	Extension Term	
    None

     

	1.8.	Extension Fee	
    None

     

	1.9.	Guarantor	
    iMedia Brands, Inc., a Minnesota corporation 




 


	1.10. 	Monthly Payments	Interest Payment	Tax Impound	Insurance Impound	Total Monthly Payment
	 	 	$237,500.00 	$55,000.00 	$0.00 	$292,500.00



 


	1.11. 	
    Use of Loan Proceeds

     
	
    (a)       The
    uses set forth in Section 5;

     

    (b)       An
    “Initial Impound” for taxes, including outstanding real estate taxes, and insurance to be calculated as of Closing;

     

    (c)    Those
    amounts approved by Lender for payments to third parties, in accordance with the Closing Statement at Closing;

     

    (d)       The
    remainder, if any, to the Borrower.

     

    If the Loan Amount is insufficient to cover items
    1.11(a) through 1.11(c) (the “Shortfall”) then Borrower shall deposit the Shortfall with Lender or
    Escrow Holder prior to Closing.

     




 






     


     


    

 


	1.12.	Origination Fee	$997,500.00 to be paid to Lender’s Advisor Affiliate 

                                     

	1.13.	Broker Fee	$142,500.00

         

	1.14.	Broker 	Camillia Somerville

         

	1.15.	Finder Fee	None

         

	1.16.	Finder	None

         

	1.17.	Exit Fee	None

         

	1.18.	Lockout Date for Prepayment	
    July 30, 2022

     

     

	1.19.	Property	
    Both individually and collectively, as the context
    may require, the following properties (as further described in Exhibit A to each Property’s respective Mortgage) (individually
    or collectively, as the context may require, “Property”):

     

    (a)   6700,
    6740, & 6678–6698 Shady Oak Road, Eden Prairie, Minnesota 55344 (Parcel No. 01-116-22-34-0022);

     

    (b)   4811
    Nashville Road, Bowling Green, Kentucky 42101 (Parcel No. 041B-77B); and

     

    (c)   4813
    Nashville Road, Bowling Green, Kentucky 42101 (Parcel No. 041B-77D).

     

	1.20.	
    Loan Documents

     
	
    (a)   This
    Promissory Note Secured by Mortgages

     

    (b)   Mortgage,
    Security Agreement, Assignment of Rents and Leases and Fixture Filing encumbering the Property described in Section 1.19(a) above

     

    (c)   Mortgage,
    Security Agreement, Assignment of Rents and Leases and Fixture Filing encumbering the Property described in Section 1.19(b) above

     

    (d)   Mortgage,
    Security Agreement, Assignment of Rents and Leases and Fixture Filing encumbering the Property described in Section 1.19(c) above

     

    (e)   Leasehold
    Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing encumbering the leasehold estate of the Property described
    in Section 1.19(c) above

     

    (f)    Security
    Agreement executed by iMedia Brands, Inc., a Minnesota corporation

     

    (g)   Payment
    and Performance Guaranty executed by iMedia Brands, Inc., a Minnesota corporation

     

    (h)  Pledge
    and Security Agreement executed by the shareholder(s) of VVI Fulfillment Center, Inc., a Minnesota corporation

     

    (i)   Pledge
    and Security Agreement executed by the member(s) of EP Properties, LLC, a Minnesota limited liability company

     

    (j)    Acknowledgment
    and Control Agreement related to EP Properties, LLC, a Minnesota limited liability company




 






    	 	Page 2 of 26



     


    

 


	 	 	
    (k)   Irrevocable
    Stock Power executed by the shareholder(s) of VVI Fulfillment Center, Inc., a Minnesota corporation

     

    (l)    Collateral
    Assignment of Deposits and Intangibles

     

    (m)   Collateral
    Assignment of Contracts for each Property

     

    (n)   Correction
    of Agreement

     

    (o)   Indemnity
    Agreement for each Property

     

    (p)   Subordination
    Agreements

     

    (q)   Bond
    Pledge Agreement

     

    (r)    Agreement
    of Further Assurances

     

    (s)   Closing
    Statement

     

    (t)    Amendment
    to the Operating Agreements and/or Bylaws of Borrower

     

    (u)   Opinion
    Letter of Borrower’s Counsel

     

    (v)   Uniform
    Commercial Code Financing Statements

     

    (w)  Any
    other documents evidencing or securing the obligations under this Note

     

    as any such documents may be amended, restated,
    supplemented, or otherwise modified from time to time. 

     

	1.21.	Additional Representations and Warranties

                                 
	None
	1.22.	
    Additional
    Covenants

     
	
    (a)  Lease
Approval and Subordination. Borrower shall provide to Lender, for its review and written approval, copies of all new leases,
lease amendments and renewals for leased spaces located on the Property before such new leases, lease amendments and renewals have been
executed by the parties thereto. No new lease, lease amendment or renewal shall be effective without Lender’s prior written approval.
Upon the request of Lender, Borrower shall promptly provide to Lender an executed document, in a form acceptable to Lender in Lender’s
sole discretion, acknowledging and/or consenting to the subordination of any tenant’s lease to the Mortgage.

     

    (b)  Management
    Company. In the event Borrower wishes to contract with a management company in connection with the operation of any facility located
    on the Property, Borrower shall provide to Lender, for its review and written approval, a copy of any management agreement before it has
    been executed by the parties thereto. Upon Lender’s approval of such management agreement, Borrower shall promptly coordinate the
    full execution of a Collateral Assignment of Management Agreement.

     

    (c)  Management
and Control. Without the prior written consent of Lender, in Lender’s sole discretion:

     

    1.  iMedia
    Brands, Inc. a Minnesota corporation, shall at all times be the sole shareholder of VVI Fulfillment Center, Inc., a Minnesota
    corporation; and

     

    2.  iMedia
    Brands, Inc. a Minnesota corporation, shall at all times own 100% of the membership interest in EP Properties, LLC, a Minnesota limited
    liability company.




 






    	 	Page 3 of 26



     


    

 


	 	 	
    (d)   Cash
    Management.

     

    1.    At
    Lender’s election upon an Event of Default, Lender will establish one or more bank accounts as determined by Lender at Bank of America,
    N.A. or such other bank as Lender may elect (the “Lock Box Accounts”) in the name of Lender or its affiliate
    with Borrower given revocable electronic transfer privileges. Thereafter, Borrower shall deposit (and direct any property manager to deposit)
    all income, rents, cash, proceeds and other revenues received by Borrower in the appropriate Lock Box Account on a daily basis as received.
    Borrower’s tenants and credit card processor shall be irrevocably directed to deposit all proceeds and lease payments into the appropriate
    Lock Box Account. At Lender’s request, Borrower shall enter into a contract with an armored car pick up company approved by Lender
    to pick up all cash on a weekly basis and deposit the cash in the appropriate Lock Box Account, if applicable.

     

    2.   So
    long as no Event of Default has occurred, Borrower may use its electronic transfer privileges to transfer the balance of the Lock Box
    Accounts into one or more operating accounts for Borrower. Borrower shall provide Lender with electronic access to view the balance of
    these operating accounts. Following an Event of Default, Borrower’s electronic transfer privileges shall be revoked and Lender shall
    have the right, in its sole discretion, to selectively disburse the balance of the Lock Box Accounts to pay sums due under the Loan Documents
    including without limitation repayment of the principal balance of this Note and operating expenses of any of the Property that Lender
    desires to pay to protect its collateral.

     

    3.   Following
    an Event of Default, Borrower shall immediately, upon the request of Lender, direct all tenants at the Property, if any, to remit payments
    directly to the Lock Box Accounts or as otherwise directed by Lender. Lender shall also have the authority to so instruct the tenants
    at the Property and this provision of this Note shall constitute Borrower’s express agreement giving Lender permission to require
    the tenants to pay rents as directed by Lender. Borrower hereby waives any claim whatsoever against any tenant that follows Lender’s
    direction as to tendering rental and other payments to Lender in accordance with this provision. Nothing contained in this Section 1.22
    or any other section or term or provision of this Note or any Loan Documents shall be construed to make Lender a mortgagee in possession.

     

    4.   Borrower
    shall be responsible for all fees of the Lock Box Accounts, which shall be deducted from the balance of the Lock Box Accounts or otherwise
    paid by Borrower. In connection with any assignment of the Loan, Lender shall have the right to cause the Lock Box Accounts to be transferred
    and entitled with such other designation as Lender may select to reflect an assignment or transfer. At Lender’s request, the Lock
    Box Accounts may be transferred to another bank or financial institution.

     

    (e)  Appraisal
Right. Lender shall have the right to obtain an appraisal of the Property at Borrower's sole cost prepared by an appraiser designated
or selected by Lender in Lender’s sole discretion and subject to review and adjustment consistent with Lender’s standard
practices. 




 






    	 	Page 4 of 26



     


    

 


	 	 	
    (f)   Siena
    Loan. Borrower and Guarantor shall at all times comply with the terms of that certain loan (the “Siena Loan”)
    with Siena Lending Group LLC, as agent for other lenders (in such capacity, “Siena”) evidenced by, among other
    things, Loan and Security Agreement of even date herewith (the “Siena Loan Agreement”) by and among Guarantor,
    as a borrower thereunder, and Borrower, as guarantors thereunder, as amended, restated, supplemented or otherwise modified from time to
    time; “Siena Loan Documents” means all “Loan Documents”, as such term is defined in the Siena Loan
    Agreement, as amended, restated, supplemented or otherwise modified from time to time.

     

    (g)  Bond
    Documents. Borrower and Guarantor shall at all times comply with the terms of (1) that certain Taxable Industrial Revenue
    Bond Number R-1 issued by the Commonwealth of Kentucky and owned by VVI Fulfillment Center, Inc., a Minnesota corporation, and originally
    issued on December 1, 2014, that certain Memorandum of Agreement executed by the Commonwealth of Kentucky and VVI Fulfillment Center, Inc.,
    a Minnesota corporation, and that certain Resolution No. 14-01 of the Fiscal Court of Warren County, Kentucky dated January 24,
    2014 (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Bond Documents”);
    (2) that certain Payment in Lieu of Taxes Agreement executed as of 2014 by the Commonwealth of Kentucky, VVI Fulfillment Center, Inc.,
    a Minnesota corporation, the City of Bowling Green, Kentucky, and the Board of Education of Warren County, Kentucky (as amended, restated,
    supplemented or otherwise modified from time to time, the “PILOT Agreement”); and (3) that certain Agreement
    of Lease dated as of December 1, 2014 between the Commonwealth of Kentucky, as lessor thereunder, and VVI Fulfillment Center, Inc.,
    a Minnesota corporation, as lessee thereunder (as amended, restated, supplemented or otherwise modified from time to time, the “Bond
    Lease”).

     

    (h)  Fulfillment
    Contracts. Borrower and Guarantor agree that any current and future third-party fulfillment contract (which may be a lease) that
    uses the Property to provide fulfillment services (e.g. that certain Master Services Agreement dated October 11, 2018 by and between
    AMRG Group, Inc. and iMedia Brands, Inc., as assigned to VVI Fulfillment Center, Inc. pursuant to that certain Notice and
    Consent to Assignment letter dated July 29, 2021) shall be entered into by one of the entities comprising Borrower, and such contract
    shall be pledged to Lender as additional collateral for the Loan. Borrower and Guarantor shall take any and all steps necessary and execute
    (or cause to be executed) any documents necessary for Lender to obtain and perfect its security interest in such contract, including but
    not limited to a collateral assignment document acceptable to GreenLake requiring, among other things, that payments be remitted directly
    to Lender upon an Event of Default.

     

    (i)   Equipment
and Personal Property. Borrower and Guarantor agree that any equipment and personal property obtained by Borrower, Guarantor,
or an Affiliate of Borrower or Guarantor related to the ownership or operation of the Property shall be owned directly by one of the
entities comprising Borrower and such equipment and/or personal property shall be pledged to Lender as collateral for the Loan. Borrower
and Guarantor shall take any and all steps necessary and execute (or cause to be executed) any documents necessary for Lender to obtain
and perfect its security interest in such equipment and/or personal property. 




 






    	 	Page 5 of 26



     


    

 


	 	
     

     
	
    (j)   Insurance
    Holdback. As of the Loan Date, $62,000.00 shall be placed in the “Insurance Holdback” to be used in
    accordance with this Section 1.22(j). Upon an Event of Default under this Note, Lender may use the funds contained in the Insurance
    Holdback in its discretion for payment of insurance premiums related to the Property or other collateral securing the Loan or the payment
    of principal or interest or other sums due under this Note or to cure any Event of Default. Upon repayment of the sums owed under this
    Note in full, Lender shall release the Insurance Holdback to Borrower or apply the Insurance Holdback to any amount due hereunder. The
    Insurance Holdback shall not be deducted from the loan balance for the purposes of calculation of interest at the Interest Rate or the
    Default Rate. The Insurance Impound need not be maintained by Lender in a separate account and shall not earn any interest. The Insurance
    Holdback may be commingled with Lender's other funds and Borrower further acknowledges and agrees that no trust relationship of any kind
    whatsoever shall exist between Borrower and Lender as to any such amounts or funds deposited and/or paid.

     

    (k)  Company
    Records. Lender shall have, upon reasonable prior notice, access to electronic and hard copies of all books and records of any
    Borrower or Guarantor. Borrower and Guarantor shall provide Lender with: (1) unaudited interim financial statements for Borrower
    on a monthly basis, not later than 30 days after the end of each calendar month, including without limitation an income statement, balance
    sheet and cash flow statement; (2) annual audited financial statements of Guarantor due one hundred twenty (120) days after fiscal
    year end; and (3) tax returns from Borrower and Guarantor within ten (10) days after such returns have been filed.

     

    (l)   Confidentiality.
    Borrower and Guarantor acknowledge and agree this Note and the other Loan Documents (including the terms thereof), other than matters
    of public record (e.g., the Mortgage), will be treated by Borrower and Guarantor, as well as the affiliates, agents, employees, attorneys,
    accountants, and other professionals of Borrower and Guarantor, as confidential, and will not be disclosed to anyone without the prior
    written consent of Lender unless such disclosure is required by Applicable Law or any reporting requirement of Borrower and/or Guarantor.

     

	1.23.	Additional Items 	None

                                             

	1.24.	Borrower Address for Notices 	
    EP Properties, LLC

    VVI Fulfillment Center, Inc.

    c/o iMedia Brands, Inc.

    6740 Shady Oak Road

    Eden Prairie, Minnesota 55344

    Attn: Chief Financial Officer

    P: 952-943-6000

    E: mwageman@imediabrands.com

     
	
    With Copies to:

     

    Faegre Drinker Biddle & Reath LLP

    2200 Wells Fargo Center

    90 South Seventh Street

    Minneapolis, Minnesota 55402

    Attn: Nicole Leimer

    P: 612-766-7000

    E: nicole.leimer@faegredrinker.com

     
	 
	1.25.	Lender Address for Notices 	
    GreenLake Real Estate Finance
    LLC

    1416 El Centro Street, Suite 200

    South Pasadena, California
    91030

    Attention: Kathy Kim

    P: (626) 529-1091

    E: notice@greenlakefund.com

     
	
    With Copies to:

     

    Sandberg Phoenix & von Gontard

    120 S Central Ave., Suite 1600

    Clayton, Missouri 63105

    Attn: David F. Neiers, Esq.

    P: (314) 425-4950

    E: dneiers@sandbergphoenix.com

     
	 



 






    	 	Page 6 of 26



     


    

 


	1.26.	Other Definitions	
    (a)  “Affiliate”
    means with respect to any party: (i) any entity in which such party has an ownership or other financial interest, (ii) any entity
    controlled by the party, or (iii) any Person who has a substantial interest, direct or indirect, in such party, including any officer
    or director of such party. For the purpose of this definition, “substantial interest” shall mean the direct or indirect legal
    or beneficial ownership of more than 10% of any class of equity or similar interest.

     

    (b)  “Applicable
    Law” or “Law” means all provisions of (a) constitutions, treaties, statutes, laws
    (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any federal, state
    or local governmental authority; (b) any consents or approvals of any federal, state or local governmental authority; and (c) any
    orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any federal, state
    or local governmental authority.

     

    (c)   “Bankruptcy
    Event” means any one or more of the following with respect to any Loan Party:

     

    1.    the
    commencement, filing or continuation of a voluntary case or proceeding under one or more of the insolvency laws by any Borrower seeking
    to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, debt adjustment, winding
    up or composition or adjustment of debts;

     

    2.    the
    acknowledgment in writing by any Loan Party (other than to Lender in connection with a workout) that it is unable to pay its debts generally
    as they mature;

     

    3.     the
    making of a general assignment for the benefit of creditors by any Borrower;

     

    4.   the
    commencement, filing or continuation of an involuntary case or proceeding under one or more insolvency laws against any Borrower;

     

    5.    the
    appointment of a receiver (other than a receiver appointed at the direction or request of Lender under the terms of the Loan Documents),
    liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over any substantial part of the assets of
    any Loan Party; or

     

    6.     any
    action by any Borrower for the purpose of effecting any of the foregoing, provided, however, that any proceeding or case under (4) or
    (5) above shall not be a Bankruptcy Event until the ninetieth (90th) day after filing (if not earlier dismissed) so long as such
    proceeding or case occurred without the consent, encouragement, active participation or the failure to object in a timely and appropriate
    manner by any Borrower (in which event such case or proceeding shall be a Bankruptcy Event immediately).

     

    (d)   “Borrower”
    means the parties set forth in Section 1.2. If Borrower is comprised of more than one entity, then reference to “Borrower”
    shall mean a reference to each of the entities comprising Borrower individually and/or collectively, as the context may require, joint
    and several.




 






    	 	Page 7 of 26



     


    

 


	 	 	
    (e)  “Business
Day” or “business day” means any day other than a Saturday, Sunday or other day on which
banks located in the States of California or any state in which any portion of the Property is located are closed or are authorized to
close.

     

    (f)  “Closing”
    means the finalization and execution of the transaction contemplated by this Note and the Loan Documents on or around the Loan Date.

     

    (g)  “Closing
    Statement” means that certain settlement statement prepared by the Escrow Holder and executed by Borrower in connection
    with the Closing.

     

    (h)  “Controlled
    Substance Activities” means any activity, use, existence or occurrence, including without limitation, selling, distributing,
    possessing, consuming, cultivating, planting, harvesting, manufacturing or processing, whether for person or commercial purposes, in or,
    about or in connection with the Property or any portion thereof, related to (i) “marijuana” as defined under Applicable
    Law in the State in which the Property is located (ii) any controlled substance which would be a violation of federal law, even if
    permitted by state of local law or (iii) any controlled substance prohibited by Law in the state where the Property is located.

     

    (i)   “Default
    Rate” is defined in Section 11.

     

    (j)   “Escrow
    Holder” means the title company, escrow company or other third party that will be disbursing funds for the uses referenced
    in Section 1.11.

     

    (k)   “Event
    of Default” is defined in Section 15.

     

    (l)   “Guarantor”
    means the parties set forth in Section 1.9. If Guarantor is comprised of more than one entity, then any reference to “Guarantor”
    shall mean a reference to the entities comprising Guarantor unless otherwise specified both individually and/or collectively, as the context
    may require.

     

    (m)  "Hazardous
    Materials" as used in this Note shall include, without limitation, petroleum and petroleum products (excluding a small quantity
    of gasoline used in maintenance equipment on the Property in compliance with all applicable Hazardous Materials Laws), flammable explosives,
    radioactive materials (excluding radioactive materials in smoke detectors), polychlorinated biphenyls, asbestos in any form that is or
    could become friable, paint with more than 0.5 percent lead by dry weight, hazardous waste, toxic or hazardous substances or other related
    materials whether in the form of a chemical, element, compound, solution, mixture or otherwise including, but not limited to, those materials
    defined as "hazardous substances," "extremely hazardous substances," "hazardous chemicals", "hazardous
    materials", "toxic substances", "toxic chemicals", "air pollutants", "toxic pollutants",
    "hazardous wastes", "extremely hazardous waste", or "restricted hazardous waste" by any Hazardous Materials
    Law.

     

    (n)  “Hazardous
Materials Law” means all laws, ordinances and regulations relating to Hazardous Materials (collectively, the "Hazardous
Materials Laws"), including, without limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the
Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976,
as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environment Response, Compensation and Liability Act of 1980, as amended
(including the Superfund Amendments and Reauthorization Act of 1986, "CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic
Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C.
Section 651, the Emergency Planning and Community Right-to- Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety
and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. Section 300f
et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations. Hazardous Materials means all
materials defined as Hazardous under applicable Hazardous Materials Laws. 




 






    	 	Page 8 of 26



     


    

 


	 	 	
    (o)  “Lender’s
    Advisor Affiliate” means the Affiliate of Lender acting as Lender’s investment advisor, performing functions which
    include, but are not limited to, originating and/or servicing the Loan.

     

    (p)  “Lender’s
    Approval” is defined in Section 30.

     

    (q)  “Loan
    Parties” means Borrower and Guarantor collectively, and “Loan Party” means any Borrower or Guarantor.

     

    (r)   “Mortgage”
    means, collectively, mortgages of even date hereof identified in Section 1.20(b)–(e) above encumbering the Property.

     

    (s)  “Person”
    means any human person, any corporation, any limited liability company, any trust, any corporation or any other legal entity.

     

    (t)   “Prepayment
    Notice” is defined in Section 8.2.

     

    (u)  “Tax
    Impound” is defined in Section 10.

     




 


2.            Interest
Rate. The Loan shall bear interest on the full amount of the loan plus any other outstanding indebtedness of any kind whatsoever
due, payable or owing under or in connection with the Loan (including without limitation, to the extent permitted by Applicable Law, any
and all amounts of any kind whatsoever held back or retained or used to pay costs and expenses or used to pay fees due to Lender) from
the Loan Date at the Interest Rate. The “Interest Rate” shall be the Fixed Rate Interest Rate or the Floating
Rate Interest Rate, as determined by Lender in its sole discretion from time to time. The Interest Rate shall initially be based on the
Fixed Rate and if the Lender elects to change the Interest Rate to the Floating Rate, it must provide no less than thirty (30) days prior
written notice to Borrower of any such election. The “Floating Rate” shall be the Prime Rate (as quoted by the
Wall Street Journal) plus 200 basis points as the Prime Rate shall change from time to time. The Interest Rate is in all cases, subject
to Lender’s ability to charge interest at the Default Rate as provided herein. The Interest Rate shall initially be the Fixed Rate,
and Lender shall provide Borrower notice of all elections to change the rate. Without limiting the generality of any terms or provisions
of this Note or otherwise, Borrower hereby irrevocably authorizes and agrees that Lender may determine the Interest Rate used for this
Note and/or the Loan from time to time as set forth, or provided, in this Section 2 and any other applicable section of this Note
or any other Loan Documents.


 


3.            Payments.


 


3.1.            Payment
Schedule/Maturity Date. This Note shall be payable in monthly installments of interest only at the Interest Rate, commencing with
the first day of the month following the Loan Date and continuing on the first day of each and every month thereafter until the Maturity
Date at which time the entire outstanding principal balance of this Note, together with accrued and unpaid interest thereon and any and
all other sums or amounts of any kind whatsoever due, payable, owing or outstanding hereunder or under any other Loan Documents, shall
be due and payable in full. To the extent permitted by Applicable Law, all installments of interest shall be paid in advance and shall
be deemed earned by Lender when paid regardless of any pre-payment of this Note. To the extent permitted by Applicable Law, any sums not
paid when due hereunder shall be compounded monthly and such unpaid balance shall bear interest at the Default Rate (as defined herein).
Without limiting the generality of the foregoing or otherwise, Borrower hereby further agrees that Lender is, and shall be, under no obligation
of any kind whatsoever to renew or extend the Maturity Date evidenced by, and/or set forth in, this Note and any potential future extension
and/or renewal (or otherwise) of such Maturity Date evidenced by, and/or set forth in, this Note shall be at Lender's sole discretion
and shall be expressly subject to, and contingent upon, Lender's credit policies, standards and procedures and its review and approval
including, without limitation, appropriate loan committee review and approval.


 






    	 	Page 9 of 26



     


    

 


3.2.        ACH
Payment.     The payment shall be made by ACH or wire withdrawal from Borrower’s account (such
account designated from time to time under this Section 3.2 being herein referred to as the “Account”);
it being understood that Lender is hereby instructed to automatically deduct all scheduled payments hereunder from the Account and, if
Lender elects not to make such automatic deduction, it shall provide written notice to Borrower at least 10 Business Days prior to the
date on which the next scheduled payment is due (and any failure to provide such written notice to Borrower hereunder upon Lender’s
election not to automatically deduct such scheduled payments shall mean that any failure by Borrower to make such scheduled payment shall
not constitute an Event of Default hereunder until at least 10 Business Days after Borrower has received notice of Lender’s election).
Borrower is responsible for providing Lender with the bank account number, name and routing number for the Account. If Borrower desires
to change or close the Account, Borrower shall give Lender thirty (30) days prior written notice of the change, along with the relevant
information for a replacement Account and, at Lender’s option, the payment provided for herein shall be made by ACH or wire withdrawal
from such replacement Account. If Borrower does not provide the Account information in a timely manner or the Account does not have a
sufficient balance to pay amounts when due, that shall be deemed a failure of Borrower to pay the payment when due and Borrower shall
be (a) subject to a late fee pursuant to Section 11 of this Note, (b) charged Interest at the Default Rate, and (c) subject
to the expiration of the applicable cure period, there shall be an Event of Default under Section 15 of this Note.


 


4.            Conditions
to Closing. Lender’s obligation to fund shall be conditioned on the satisfaction of the following conditions:


 


4.1.        Authorization.     The
Loan Parties that are not natural persons shall each have provided documents authorizing the execution of the applicable Loan Documents
by the Person(s) who shall execute them;


 


4.2.        Good
Standing.     The Loan Parties that are not natural persons each shall have provided proof that entity
is validly formed and in good standing in the state in which such entities are formed;


 


4.3.        Guarantor.
Each Guarantor shall have executed a Payment and Performance Guaranty guarantying repayment of the amount due hereunder and other obligations
of Borrower;


 


4.4.         Cash
Management Agreement. If required by Lender, Borrower shall have entered into a Lock Box Agreement satisfactory to Lender and
taken such action as may be required to implement such arrangement as of the funding under this Note;


 


4.5.         Title
Insurance.     Lender shall have received the irrevocable commitment of the title company to provide
such lender’s title insurance and endorsements as Lender shall request;


 


4.6.        Funding
of Shortfall. Borrower shall have funded any Shortfall under Section 1.11;


 


4.7.       Lender
Approval. Lender shall have approved in writing, in its sole and absolute discretion, its underwriting of the Loan Parties, the
Property and all due diligence that Lender desires to complete with respect to the Property, Borrower and Guarantors and Lender shall
have authorized closing in writing to Escrow Holder; and


 


4.8.       Other
Loan Documents. The Loan Parties shall have executed and had notarized the applicable Loan Documents and delivered them to Lender.


 






    	 	Page 10 of 26



     


    

 


5.            Initial
Funding. The proceeds from this Loan shall be applied as follows:


 


5.1.            First,
for payment of the Origination Fee to Lender’s Advisor Affiliate;


 


5.2.            Second,
the Brokers Fee to Broker to such referral source for arranging the Loan, if any;


 


5.3.            Third,
the Finder Fee to Finder, if any;


 


5.4.           Fourth,
if this Note is funded between the 1st day of the month and the 15th day of the month, the sum required pay Lender interest from the date
of disbursement by Lender to escrow until the last day of the month, which interest, to the extent permitted by Applicable Law, shall
be deemed earned when paid regardless of any pre-payment of this Note;


 


5.5.          Fifth,
if this Note is funded after the 15th day of the month, the sum required pay Lender interest from the date of disbursement by Lender to
escrow until the last day of the month and interest for the entire following month, which interest, to the extent permitted by Applicable
Law, shall be deemed earned when paid regardless of any pre-payment of this Note;


 


5.6.          Sixth,
to the payment of costs to cure any title issues related to any of the Property including without limitation, any monetary lien encumbering
any of the Property, including without limitation delinquent taxes, mechanics’ liens, income tax liens or judgment liens;


 


5.7.          Seventh,
for payment of all closing costs including but not limited to escrow, title insurance, background checks, appraisal and attorneys’
fees and any other out-of-pocket costs incurred by Lender in connection with this Note;


 


5.8.          Eighth,
for the Use of Loan Proceeds as specified in Section 1.11 of the Summary of Loan.


 


6.          Application
of Payments. All interest on this Note shall accrue from the date of advance to escrow or disbursement to Borrower and be calculated
on the basis of a thirty (30) day month and a three hundred sixty (360) day year and based on the then current principal balance of the
Loan. Each installment hereunder shall be first applied to the payment of costs and expenses and late charges for which Borrower is liable
hereunder, next to the payment of accrued interest and lastly to the reduction of principal. This Note shall continue to bear interest
at the Interest Rate (or at the Default Rate if and so long as any default exists hereunder) until and including the date of collection.


 


7.          Representations
and Warranties and Covenants.


 


7.1.            Information
Provided. All information provided by or on behalf of Borrower and Guarantors is true, complete and accurate in all material respects
and contains no omissions that would cause such information to be misleading. Borrower shall promptly provide Lender written notice of
any change in information previously provided. All financial statements delivered to Lender are true and correct in all material respects,
have been prepared in accordance with generally accepted accounting principles consistently applied unless otherwise noted therein, and
fairly present the respective financial conditions of Borrower and Guarantor and the subjects thereof as of their respective dates. No
materially adverse change has occurred in the financial conditions reflected in the financial statements, and no additional borrowings
have been made by Borrower.


 


7.2.          No
Conflict. The execution, delivery, and performance by Borrower under this Note does not and will not contravene or conflict with
(i) any, laws, order, rule, regulation, writ, injunction or decree now in effect of any government authority, or court having jurisdiction
over Borrower or (ii) any contractual restriction binding on or affecting Borrower or Borrower’s assets. To the best of its
knowledge, Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or other governmental
authority.


 






    	 	Page 11 of 26



     


    

 


7.3.        Binding.     This
Note creates legal, valid, and binding obligations of Borrower enforceable in accordance with its terms.


 


7.4.          No
Action. Except as disclosed in writing to Lender, there is no action, proceeding, or investigation pending or, to the knowledge
of Borrower, threatened or affecting Borrower. There are no judgments or orders for the payment of money rendered against Borrower for
an amount in excess of $10,000.00 that have been undischarged for a period of ten (10) or more consecutive days and the enforcement
of which is not stayed by reason of a pending appeal or otherwise. Borrower is not in default under any agreements which may adversely
affect Borrower’s ability to fulfill its obligations under this Note.


 


7.5.         Due
Authorization. Each entity comprising Borrower is duly formed and validly existing in good standing in the state of its formation.
The execution of the Loan Documents is duly authorized, as applicable, by Borrower and Guarantor.


 


7.6.        OFAC.     Borrower
is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”)
and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the
Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof
(the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders.” No
Borrower (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or
on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant
to any other applicable Orders (such lists are collectively referred to as the “Lists”) or (b) is a Person
who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (c) is owned or controlled
by, or acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject
to the prohibitions contained in the Orders.


 


7.7.         Proper
Subdivision. The Property is taxed separately without regard to any other real property and has been properly subdivided or entitled
to exemption therefrom so that for all purposes the Property may be mortgaged, conveyed and otherwise dealt with as a separate legal lot
or parcel.


 


7.8.         Compliance.
The construction, use and occupancy of the Property comply in full with all federal, state and local governmental requirements, restrictions
of record title, and any Non-Residential Building Energy Use Disclosure Requirements. There are no Controlled Substance Activities that
have or may have occurred at, in, on, or in connection with any of the Property or any portion thereof.


 


7.9.        Zoning.     The
use of the Property by Borrower is permitted by the current zoning or is legally non-compliant. Neither the zoning nor any other right
to construct or use the improvements is to any extent dependent upon or related to any real property other than the Property.


 


7.10.       Licenses
and Approvals. Borrower has all approvals, licenses, permits, certifications, filings or any other actions required for Borrower’s
occupancy and operation of the Property.


 


7.11.       Hazardous
Materials. There has been no: (1) violation of Hazardous Materials Laws at any of the Property; (2) lawsuit brought
or threatened, settlement reached, or government order relating to Hazardous Materials in, on, under or from any of the Property or any
violation of Hazardous Materials Laws; (3) use, generation, refining, manufacture, transportation, transfer, production, processing,
storage, handling, or treatment of any Hazardous Materials, in on, under, from, or affecting any of the Property; or (4) administrative
claim, legal enforcement action or other claim related to Hazardous Materials in, on, under or from any of the Property or any violation
of Hazardous Materials Laws.


 


7.12.       Criminal
Conviction. Neither Borrower nor any Guarantor has been convicted of any crime.


 






    	 	Page 12 of 26



     


    

 


7.13.          Title.
Borrower is the sole owner of the fee simple interest in the Property (it being understood that, to the extent Borrower is more than one
Person, the foregoing means that one of the entities comprising Borrower is the sole owner of that portion of the Property owned by it).
Notwithstanding the forgoing, as of the Loan Date, VVI Fulfillment Center, Inc., a Minnesota corporation, holds the leasehold interest
in the Property identified in Section 1.19(c) above pursuant to the Bond Lease and Warren County, Kentucky holds fee simple
interest in the Property identified in Section 1.19(c) above pursuant to the terms of the Bond Documents and Bond Lease; provided,
however, VVI Fulfillment Center, Inc., a Minnesota corporation, shall own the fee simple interest in such Property upon the termination
of the Bond Documents and Bond Lease. Borrower is not aware of any claims, liens and encumbrances relating to the Property other than
those shown in the preliminary title report and the proforma title policy and other liens disclosed in writing to Lender as of the Loan
Date. All personal property granted as security for this Note is vested solely in Borrower, free and clear of all claims, liens and encumbrances,
and the security interest of Lender in the Personal Property (as such term is defined in the Mortgage) is a first lien thereon.


 


7.14.      Other
Financing.     Borrower has not received, and will not receive any other financing related to any
of the Property whether secured or unsecured.


 


7.15.          Non-Foreign
Entity. Section 1445 of the Internal Revenue Code of 1986, as amended, provides a transferee of a United States real property
interest must withhold tax if the transferor is a foreign person. To inform Lender that the withholding of tax will not be required in
the event of the disposition of any of the Property pursuant to the Mortgage, Borrower hereby certifies, under penalty of perjury, that
Borrower is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal
Revenue Code and regulations promulgated thereunder.


 


7.16.        Funds
for Business Purposes. Borrower represents and warrants that the proceeds are being used for business and commercial purposes
and not for agricultural, personal, family, or household purposes.


 


7.17.          Judgments.
There are no outstanding judgments against Borrower or, with respect to any Guarantor, in excess of $50,000.00.


 


7.18.          Litigation.
Other than as set forth in Exhibit A, attached hereto and incorporated herein by reference, there is no pending litigation
against Borrower or, with respect to any Guarantor, which impacts the Property or may result in a material adverse effect on Guarantor.


 


7.19.       Insurance
Claims. Other than as set forth in Exhibit B, attached hereto and incorporated herein by reference, there are
no outstanding insurance claims for claims against any Borrower or, with respect to any Guarantor, in excess of $250,000.00.


 


7.20.       Service
Contracts. Borrower has service agreements (oral or written) for all services necessary for the efficient and lawful operation
of the facility operated by Borrower at the Property and has previously provided all such service contracts to Lender.


 


7.21.        Indemnity
for Payment of Broker Fees. Borrower covenants and agrees at its sole cost and expense, to protect, defend, indemnify and hold
Lender, its directors, officers, shareholders, employees, agents, successors, assigns and attorneys harmless from and against any and
all losses, liabilities, obligations, claims, damages, penalties, causes of action, fines, costs and expenses, including without limitation,
litigation costs (including, without limitation, reasonable attorneys' fees, expenses, sums paid in settlement of claims and any other
such fees and expenses) related to or arising out of the payment of any broker fees related to or arising out of the transaction contemplated
by this Note or other Loan Documents.


 






    	 	Page 13 of 26



     


    

 


7.22.          Rights
With Respect to Junior Encumbrances. Any Person purporting to have or to take a junior mortgage or other lien upon the Property
or any interest therein shall be subject to the rights of Lender to amend, modify, increase, vary, alter or supplement the Mortgage, this
Note or any of the other Loan Documents and to extend the Maturity Date of the Indebtedness (as defined in the Mortgage) and to increase
the amount of the Indebtedness and to waive or forebear the exercise of any of its rights and remedies hereunder or under any of the other
Loan Documents and to release any collateral or security for the Indebtedness, in each and every case without obtaining the consent of
the holder of such junior lien and without the lien or security interest of the Mortgage losing its priority over the rights of any such
junior lien, subject to the terms of any intercreditor agreement between Lender and any Person.


 


8.            Repayment &
Prepayment.


 


8.1.         Lockout
Date. Before the Lockout Date, this Note may be prepaid in full (but not in part) upon payment of a prepayment premium equal to
the amount of interest that would have accrued from the date of prepayment through the Lockout Date. Any prepayment that will occur within
the 90-day period prior the Lockout Date or later shall require a 90 day Prepayment Notice as provided in Section 8.2.


 


8.2.          Prepayment
Notice. After the Lockout Date, this Note may be prepaid in full or in any installment greater than or equal to $100,000 without
any prepayment penalty or premium on 90 days’ prior written notice from Borrower to Lender (the “Prepayment Notice”).
If Borrower desires to prepay this Note prior to the date 90 days after the Lender’s receipt of the Prepayment Notice, Borrower
may do so upon payment of the interest that would have accrued from the date of prepayment through the date 90 days after the Prepayment
Notice was received by Lender. If Borrower gives a Prepayment Notice and then fails to prepay the loan by the 90th day after Lender’s
receipt of the Prepayment Notice, then for any other prepayment, another Prepayment Notice shall be required and the provisions of this
Section shall apply. If Borrower gives a Prepayment Notice and then later determines that it will not be able to prepay the loan
within that 90-day period, it may rescind that notice and make a Prepayment Notice at a later date.


 


8.3.            Intentionally
omitted.


 


8.4.            No
Limitation of Remedies. Nothing in this Section 8 shall limit any Lender right or remedy arising as a result of any Event
of Default.


 


8.5.         Liquidated
Damages. Borrower hereby acknowledges that the additional consideration charged for prepayment constitutes liquidated damages
to compensate Lender for reinvestment costs, lost opportunity costs, and the loss by Lender of its bargained-for investment in the loan
evidenced by this Note. Borrower agrees that such liquidated damages are not a penalty but are a reasonable estimate in good faith of
the actual damages sustained by Lender as a result of such prepayment, which actual damages are impossible to ascertain with precision.


 


8.6.          Payoff
Demand.     Lender shall provide a payoff demand upon Borrower’s written request. At Lender’s
sole option, Lender may charge a fee of up to $250.00 for each payoff request which sum may be added to the payoff or collected in advance
at Lender’s option. The $250.00 fee shall be waived if (a) Buyer provides Lender with the escrow company contact information
with an escrow number and (b) the escrow holder confirms that closing of the escrow or the payoff is scheduled for within 10 business
days.


 


8.7.            No
Refund of Fees. The Origination Fee, Broker Fee, finder fee, extension fee, if any, and all other closing costs shall all be deemed
earned when paid and not subject to refund, reimbursement or proration in connection with any prepayment.


 


9.            Exit
Fee. The Exit Fee, if any, shall be due and payable to Lender’s Advisor Affiliate upon the Maturity Date, the acceleration
of this Note or in connection with any prepayment under this Note. Following an Event of Default and acceleration of the Loan, at Lender’s
option, the Exit Fee may be added to the principal balance of this Note and shall accrue interest at the Default Rate. Any prepayment
of principal under this Note shall first be applied to the payment of the Exit Fee. So long as there is no Event of Default, the Exit
Fee shall not accrue interest.


 






    	 	Page 14 of 26



     


    

 


10.          Real
Property Tax Impound.


 


10.1.          Payment
of Impound. Each month with the payment of the principal due under this Note, Borrower shall also deposit with Lender an impound
(the “Tax Impound”) the higher of (a) the amount specified for monthly Tax Impound amount in Section 1.10
of this Note or (b) a sum determined by Lender to be an estimate of the real property taxes (including any payments required under
the PILOT Agreement) next coming due divided by the number of monthly payments that will occur until such date. Lender may revise this
sum from time to time with written notice to Borrower during the term of this Note. The Tax Impound need not be maintained by Lender in
a separate account and shall not earn any interest.


 


10.2.          Borrower
Pays Taxes. Borrower is responsible for the payment of the real property taxes for the Property and any payments required under
the PILOT Agreement for the Property prior to delinquency. Borrower may request Lender in writing to fund sums from the Tax Impound to
pay real property taxes (which request shall include copies of the applicable tax bill(s)) and any payments required under the PILOT Agreement
or to reimburse Borrower for taxes and any payments required under the PILOT Agreement previously paid (which request shall include proof
of payment). Lender shall fund any sums requested by Borrower within 30 days of such written request either directly to the taxing authority
(or other applicable recipient) or to Borrower for payment to the taxing authority (or other applicable recipient). Borrower shall be
responsible for late penalties or interest or other sums payable for late payment of real property taxes and any payments required under
the PILOT Agreement resulting from Borrower’s failure to timely request funds from Lender. Borrower shall be responsible for payment
of any real property tax obligation and any payments required under the PILOT Agreement in excess of the amounts held in the Tax Impound.
Any amount left over in the Tax Impound after payment of taxes and any payments required under the PILOT Agreement will be held by Lender
for future tax periods. Once this Note has been repaid in full, Borrower shall receive a refund of any Tax Impound not credited to Borrower.


 


10.3.          Insurance
Impound. Each month with the payment of the principal due under this Note, Borrower shall also deposit with Lender an impound
(the “Insurance Impound”) equal to the amount specified as the monthly Insurance Impound in Section 1.10
of this Note. Lender may revise this sum from time to time with written notice to Borrower during the term of this Note to reflect a sum
equal to the estimate of the insurance premium next coming due divided by the number of monthly payments that will occur until such date.
The Insurance Impound need not be maintained by Lender in a separate account and shall not earn any interest.


 


10.4.          Borrower
Pays Insurance Premium. Borrower is responsible for the payment of all insurance premiums for the Property prior to delinquency.
Provided there are sufficient funds in the Insurance Impound, Borrower may request Lender in writing to fund sums from the Insurance Impound
to pay insurance premiums (which request shall include copies of the applicable invoice(s)) or to reimburse Borrower for insurance premiums
previously paid (which request shall include proof of payment). Lender shall fund any sums requested by Borrower within 30 days of such
written request either directly to the insurance company or to Borrower for payment to the insurance company. Borrower shall be responsible
for late penalties or interest or other sums payable for late payment of insurance premiums resulting from Borrower’s failure to
timely request funds from Lender. Borrower shall be responsible for payment of any insurance premiums in excess of the amounts held in
the Insurance Impound. Any amount left over in the Insurance Impound after payment of the insurance premiums will be held by Lender for
future premium payments. Once this Note has been repaid in full, Borrower shall receive a refund of any Insurance Impound not credited
to Borrower.


 






    	 	Page 15 of 26



     


    

 


10.5.          Tax
Impound and Insurance Impound After Default. If there is any Event of Default under this Note, then Lender may use the Tax Impound
and Insurance Impound in its discretion for payment of real property taxes, the payment of any payments required under the PILOT Agreement,
or payment of principal or interest or other sums due under this Note or to cure any Event of Default. Upon repayment of the sums owed
under this Note in full, Lender shall release the Tax Impound and Insurance Impound to Borrower or apply the Tax Impound and Insurance
Impound to the amount due. The Tax Impound or other sums held by Lender for Borrower shall not be deducted from the loan balance for the
purposes of calculation of interest at the Interest Rate or the Default Rate. Without limiting the generality of the foregoing or otherwise,
the determination of the amount so payable and of the fractional part thereof to be deposited with Lender, so that the aggregate of such
deposits shall be sufficient for this purpose, shall be made by Lender in its sole discretion. Such deposited amounts shall be held by
Lender without interest and, except as otherwise provided herein, applied to the payment of the obligations in respect of which such amounts
were deposited or, at Lender's sole option, to the payment of said obligations in such order or priority as Lender shall determine, on
or before the respective dates on which the same or any of them would become delinquent. Such deposited amounts may also be commingled
with Lender's other funds and Borrower further acknowledges and agrees that no trust relationship of any kind whatsoever shall exist between
Borrower and Lender as to any such amounts or funds deposited and/or paid. If one month prior to the due date of any of the aforementioned
obligations the amounts then on deposit therefor shall be insufficient for the payment of such obligation in full, Borrower within ten
(10) days after demand shall deposit the amount of the deficiency with Lender. Nothing herein contained shall be deemed to affect
any right or remedy of Lender under any provisions of this Note or of any statute or rule of law to pay any such amount and to add
the amount so paid, together with interest at the Default Rate provided herein, to the indebtedness secured by the Mortgage or any other
Loan Documents. Without limiting the generality of the foregoing or otherwise, upon the occurrence of any Event of Default under this
Note, Lender, at its sole option, may apply any amounts or sums held by, or deposited with, Lender (or in Lender's possession or control)
against any indebtedness of Borrower due or payable to Lender, or any obligations, indebtedness and liabilities secured, under this Note,
the Mortgage, any other Loan Documents or otherwise, in such manner as Lender may determine in its sole discretion.


 


11.          Late
Charges; Default Rate. If any monthly installment of interest (or principal on the maturity date or acceleration) is not paid
when due as scheduled or upon acceleration of this Note after an Event of Default, the amount due shall be increased by a late charge
equal to ten percent (10%) of the amount so due but not paid. Said charge shall be assessed for each such monthly installment not paid
when due and shall be due and payable with such payment without demand, and, to the extent permitted by Applicable Law, shall be fully
secured by the Mortgage and other Loan Documents. The imposition or collection of a late charge from time to time shall not be in lieu
of any other right or remedy of the Lender, and the failure to collect the same shall not constitute a waiver of the Lender’s right
to require such payment for past or future defaults. Additionally, without limiting Borrower’s obligation to pay such sums, such
sums (including the late charge), to the extent permitted by Applicable Law, shall be added to the principal balance of the Loan. Additionally,
during the continuance of an Event of Default under this Note or any of the other Loan Documents, the interest rate on this Note, and
on any judgment obtained for the collection of this Note, to the extent permitted by Applicable Law, shall be increased to a rate (the
 “Default Rate”) equal to 25.0% per annum which shall be effective from the date of the Event of Default to the
date of the cure. If the Event of Default continues for 30 days or longer, then, to the extent permitted by Applicable Law, the Default
Rate shall be applied to this Note retroactively from the date of this Note. The late charge and the charging of interest at the Default
Rate are for the purpose of defraying the expenses incurred in connection with handling and processing delinquent payments and to compensate
Lender for the loss of the use of the delinquent payment and are payable in addition to any other right or remedy Lender may have. To
the extent permitted by Applicable Law, unpaid late charges and interest payable at the Default Rate shall become part of the secured
indebtedness and shall be added to any subsequent payments due under the Loan Documents.


 


12.          Costs.


 


12.1.          Costs
of Collection. Borrower promises to pay, upon demand, all costs, expenses and attorneys’ fees incurred by, or on behalf
of, Lender in the exercise of any right or remedy (with or without litigation or arbitration), in any proceeding for the collection of
any and all amounts due under this Note or the Loan, in any trustee’s sale or foreclosure of the Mortgage or the realization upon
any other security securing this Note, in protecting or sustaining the lien or priority of the Mortgage or said other security, or in
any litigation, arbitration or other controversy arising from or connected with this Note, or any of the other Loan Documents. Said proceedings
shall include, without limitation, any probate, bankruptcy, receivership, injunction, arbitration, mediation or other proceeding, or any
appeal from or petition for review of any of the foregoing, in which the holder hereof appears to enforce the Loan Documents, collect
this debt or protect its security for this Note. Borrower shall also pay all of Lender’s costs and reasonable attorneys’ fees
incurred in connection with any demand, workout, settlement, compromise or other activity in which Lender engages to collect any portion
of this debt not paid when due or as a result of any other default of Borrower. If a judgment is obtained thereon which includes an award
of attorneys’ fees, such attorneys’ fees, costs and expenses shall be in such amount as the court shall deem reasonable, which
judgment shall bear interest, to the extent permitted by Applicable Law, at the Default Rate from the date it is rendered to and including
the date of payment to Lender.


 






    	 	Page 16 of 26



     


    

 


12.2.        Costs
for other Transactions. To the extent permitted by Applicable Law, Lender shall have the option to add to the principal balance
of this Note any unpaid costs owed to Lender relating to any transaction or prospective transaction between Lender and any Affiliate of
any entity comprising Borrower or any Affiliate of any guarantor of this Note.


 


12.3.          Attorneys’
Fees. Borrower shall pay any and all attorneys’ fees and costs of Lender (which attorneys may be employees of Lender) and
the fees and costs of attorneys, consultants, accountants, and other experts retained by Lender in connection with any litigation, proceeding,
or dispute whether arising hereunder or otherwise, in any way related to Lender’s relationship with Borrower or any Guarantor, members
of Borrower or any Guarantor, whether such litigation, proceeding, dispute, or cost shall arise during the term of the Loan or after repayment,
satisfaction discharge, or otherwise of the obligations under the Loan and the Loan Documents. THIS SECTION 12.3 SHALL SURVIVE ANY
REPAYMENT, SATISFACTION, DISCHARGE, OR OTHERWISE OF THE OBLIGATIONS UNDER THE LOAN AND THE LOAN DOCUMENTS.


 


13.          Mortgage.
This Note is secured by, among other things, the Mortgage, as defined herein.


 


14.          Extension.
 Borrower shall have the options to extend the Maturity Date for a period of the Extension Term as indicated in Section 1.7,
if any. The exercise of such options shall require written notice by Borrower at least 30 days prior to the then applicable Maturity Date
and satisfaction of the following conditions as of the date of notice of extension and as of the Maturity Date:


 


14.1.          Borrower
shall have made all payments when due under this Note (and not within any cure periods). There shall have been no Event of Default under
this Note and no event which, with the passage of time of the giving of notice would constitute an Event of Default under this Note;


 


14.2.          There
shall have been no material adverse change in the financial condition of Borrower or Guarantor, or the physical condition or value of
the Property or the improvements thereon;


 


14.3.        All
property taxes, and premiums for property insurance, and general liability insurance for the Property that are due and payable (whether
delinquent or not) shall have been paid;


 


14.4.          All
of the representations and warranties in any Loan Documents continue to be true accurate and complete in all respects;


 


14.5.        Lender
shall have obtained, at Borrower’s sole cost and expense, (i) a title insurance endorsement insuring that the lien of the Mortgage
remains a first position lien on the Property subject only to title exceptions approved by Lender;


 


14.6.          Borrower
shall have delivered to Lender’s Advisor Affiliate the Extension Fee;


 


14.7.        Borrower
and Guarantor shall have executed and delivered to Lender a mortgage modification agreement, as well as any other documents, agreements
and/or instruments of any kind whatsoever, required or requested by Lender in connection with any extension of the Maturity Date, which
mortgage modification agreement and other documents, agreements and/or instruments shall be in form and substance satisfactory in all
respects to Lender in its sole discretion; and


 


14.8.          Borrower
shall have paid (i) any and all recording fees of any kind whatsoever in connection with the recording of the mortgage modification
agreement described in subsection 14.7 above, and (ii) all of Lender’s out-of-pocket costs in connection with the extension,
including any escrow or title fees and Lender’s attorneys’ fees.


 






    	 	Page 17 of 26



     


    

 


15.          Defaults;
Acceleration. The occurrence of any of the following shall be deemed to be an event of default (“Event of Default”)
hereunder:


 


15.1.          Borrower’s
failure to pay (including but not limited to, as a result of insufficient balance in any Lock Box Account or reserve) any payment of principal
or interest due (plus any applicable late fee) within five (5) Business Days after due pursuant to the terms of this Note;


 


15.2.           Any
failure to comply with any covenant, condition or obligation under the terms of this Note;


 


15.3.        Any
representation or warranty under this Note or any other Loan Document was inaccurate or misleading when made or becomes inaccurate;


 


15.4.          Any
default under the terms of the Mortgage or other Loan Documents or any guaranty executed in connection with this Note;


 


15.5.          Default
in performance of any obligation in favor of Lender (whether or not related to this transaction) by any Affiliate of any entity comprising
Borrower or any Affiliate of any Guarantor of this Note;


 


15.6.         There
is a material adverse change in the financial condition of Borrower or the physical condition of any of the Property or the improvements
thereon;


 


15.7.          The
occurrence of any Bankruptcy Event;


 


15.8.          Borrower
sells any portion of any of the Property in violation of the restrictions on transfer contained in the Mortgage;


 


15.9.          Borrower
pays or disburses any amount to Guarantor that causes or will cause Borrower to fail to make the Monthly Payment required hereunder or
otherwise be in default under any Loan Document;


 


15.10.       The
occurrence of any default under the Siena Loan or the Siena Loan Documents which has not been cured within any applicable grace period
or express waiver in writing by Siena or the applicable lenders party to the Siena Loan Documents; provided, however, a forbearance agreement
with Siena or the applicable lenders party to the Siena Loan Documents shall not be considered a waiver of any default under the Siena
Loan or the Siena Loan Documents in accordance with this Section 15.10;


 


15.11.       The
occurrence of any default under the Bond Documents, Bond Lease, and/or the PILOT Agreement; and


 


15.12.      Borrower
pays a commission or other fee or compensation to an unlicensed loan broker by using any portion of the Loan Amount.


 


Borrower shall have the right to cure any nonmonetary
Event of Default within ten (10) days after written notice from Lender of such nonmonetary Event of Default (the “Cure
Period”). If such nonmonetary Event of Default is cured within the Cure Period, such Event of Default shall not be considered
a continuing or current Event of Default.


 


16.          Remedies.
Upon the occurrence and during the continuance of an Event of Default, Lender may at its option, in addition to any other rights or remedies
to which it may be entitled under the Loan Documents or at law or in equity:


 


16.1.          Declare
the total unpaid principal balance of the indebtedness evidenced hereby, together with all accrued but unpaid interest thereon and all
other sums owing, immediately due and payable and, to the extent permitted by Applicable Law, all such amounts shall thereafter bear interest
at the Default Rate. All such interest shall be paid at the time of and as a condition precedent to the curing of any default should Lender,
in its sole discretion, allow such default to be cured.


 






    	 	Page 18 of 26



     


    

 


16.2.            Withhold
any undisbursed funds or holdbacks and use them to cure the Event of Default, to offset or repay interest, principal, late fees or for
any other sums due under this Note or the Loan Documents.


 


16.3.          Withhold
any holdbacks, Tax Impounds, Insurance Impounds, or any other reserves or sums held by Lender for the benefit of Borrower and use
them to cure the Event of Default to offset or repay interest, principal, late fees or for any other sums due under this Note or the Loan
Documents.


 


Furthermore, upon
an Event of Default, for the purpose of preserving the Property and the operation and management of the facilities thereon, after giving
such notice to Borrower and/or Guarantor as may be required by applicable law, Lender may appoint or seek appointment of a receiver for
Borrower without further notice and without regard to the solvency of Borrower. All expenses incurred in connection with the appointment
of such receiver, or in operating and managing the Property, shall be charged against the entity for which such receiver was appointed.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST
THE APPOINTMENT OF A RECEIVER AS PROVIDED HEREIN.


 


17.          Holidays.
If any payment to be made by the Borrower shall otherwise become due on a day other than a Business Day, such payment shall be made on
the latest preceding day which is a Business Day.


 


18.        Usury.
It is the specific intent of the Borrower and Lender that this Note bear a lawful rate of interest, and if any court of competent jurisdiction
should determine that the rate herein provided for exceeds that which is statutorily permitted for the type of transaction evidenced hereby,
the interest rate shall be reduced to the highest rate permitted by Applicable Law, with any excess interest theretofore collected being
applied against principal or, if such principal has been fully repaid, returned to Borrower on demand. Neither this Note nor any of the
other Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest
at a rate greater than the maximum interest rate permitted to be charged under Applicable Law. It is expressly stipulated and agreed to
be the intent of Borrower and Lender at all times to comply with all Applicable Laws governing the maximum rate or amount of interest
payable on the Indebtedness evidenced by this Note and the other Loan Documents. If any Applicable Law limiting the amount of interest
or other charges permitted to be collected from Borrower is interpreted so that any interest or other charge or amount provided for in
any Loan Document, whether considered separately or together with other charges or amounts provided for in any other Loan Document, or
otherwise charged, taken, reserved or received in connection with the Loan, or on acceleration of the maturity of the Loan or as a result
of any prepayment by Borrower or otherwise, violates that Applicable Law, and Borrower is entitled to the benefit of that Applicable Law,
that interest or charge is hereby reduced to the extent necessary to eliminate any such violation. Amounts, if any, previously paid to
Lender in excess of the permitted amounts shall be applied by Lender to reduce the unpaid principal balance of the Loan without the payment
of any prepayment penalty (or, if the Loan has been or would thereby be paid in full, shall be refunded to Borrower), and the provisions
of this Note and any other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible under this Note
and any other Loan Documents reduced, without the necessity of the execution of any new documents, so as to comply with any Applicable
Law, but so as to permit the recovery of the fullest amount otherwise payable under the Loan Documents. For the purpose of determining
whether any Applicable Law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated,
all Indebtedness that constitutes interest, as well as all other charges made in connection with the Indebtedness that constitute interest,
and any amount paid or agreed to be paid to Lender for the use, forbearance or detention of the Indebtedness, shall be deemed to be allocated
and spread ratably over the stated term of the Loan.


 






    	 	Page 19 of 26



     


    

 


19.          Renewals.
Borrower, any Guarantor of this Note and all others who may become liable for all or any part of this obligation, consent to any number
of renewals or extensions of the time of payment hereof, to the release of all or any part of the security for the payment hereof and
to the release of any party liable for repayment of the obligations hereunder. Any such renewals, extensions or releases may be made without
notice to any of said parties and without affecting their liability.


 


20.          Multiple
Parties. If Borrower is comprised of more than one Person or entity, each of such Persons and entities shall be unconditionally
and jointly and severally liable and obligated in any and all respects for the indebtedness evidenced hereby. A default on the part of
any one Person comprising Borrower or any Guarantor of this Note shall be deemed a default on the part of each Borrower hereunder. All
references to “Borrower” in the Loan Documents shall mean all entities comprising Borrower as well as each entity individually.
Unless and to the extent otherwise limited by the express terms hereof, this Note is executed with recourse against the separate property
of all Persons comprising Borrower who are executing this Note in their individual capacities (or as a general partner or in some other
capacity causing such Person to be Personally liable). Without limiting the generality of the foregoing or otherwise, Borrower agrees
that each Borrower shall be deemed to be a signatory party to this Note, the Mortgage and/or any of the other Loan Documents, effective
as of the respective dates hereof or thereof, as the case may be, and that for all purposes and in all respects, each Borrower shall be
jointly and severally obligated in all respects with each other Borrower as a "Borrower" or "Mortgagor" under or in
connection with any of this Note, the Mortgage or any of the other Loan Documents. References to an individual Borrower contained in any
of this Note, the Mortgage or any of the other Loan Documents shall be deemed to be (unless the context otherwise specifically requires)
references to each Borrower, and each and every undertaking shall be their joint and several undertakings in all respects without limiting
the generality of the foregoing all to secure the payment and performance of all indebtedness, obligations and liabilities hereunder or
thereunder, as the case may be. Each Borrower acknowledges and agrees that, from time to time, this Note, the Mortgage or any of the other
Loan Documents may be executed and delivered by one or more Borrower and that, upon such execution and delivery, any such Note, Mortgage
or any of the other Loan Documents shall constitute the joint and several obligation of each Borrower. Each Borrower hereby appoints each
and every other Borrower as its attorney-in-fact for the purpose of executing and delivering this Note, the Mortgage or any of the other
Loan Documents on its behalf. A separate action or actions may be brought and prosecuted against either Borrower whether an action is
brought against the other Borrower or whether the other Borrower is joined in any such action or actions. Each Borrower waives any right
to require Lender to: (1) proceed against the other Borrower, Guarantor or any other Person liable for any of the indebtedness, obligations
and/or liabilities of any kind whatsoever under or in connection with this Note, the Mortgage or any of the other Loan Documents; (2) proceed
against or exhaust any security now or hereafter held in connection with any of the indebtedness, obligations and/or liabilities of any
kind whatsoever under or in connection with this Note, the Mortgage or any of the other Loan Documents, including the Property; or (3) pursue
any other right or remedy in Lender’s power whatsoever.


 


21.          Waivers.
Except with respect to Borrower’s right to cure defaults as provided in this Note, Borrower hereby waives presentment, demand for
payment, notice of dishonor, protest, notice of nonpayment and any and all other notices and demands whatsoever. No covenant, condition,
right or remedy in this Note may be waived or modified orally, by course of conduct or previous acceptance or otherwise unless such waiver
or modification is specifically agreed to in writing executed by Lender. Without limiting the foregoing, no previous waiver and no failure
or delay by Lender in acting with respect to the terms of this Note or any of the other Loan Documents shall constitute a waiver of any
breach, default or failure of a condition under this Note, any of the other Loan Documents or any obligations contained therein or secured
thereby. The undersigned further waives exhaustion of legal remedies and the right to plead any and all statutes of limitation as a defense
to any demand on this Note, or to any agreement to pay the same, or to any demands secured by the Mortgage, or any other security for
this Note.


 


22.          Integration.
This Note and the Loan Documents shall supersede any and all prior written or oral agreements related to the relationship between Borrower
and Lender and shall constitute the sole agreement with respect to the Loan.


 


23.          Governing
Law and Interpretation. This Note shall in all respects be governed by, and construed and enforced in accordance with, the laws
of the State of Minnesota (without giving effect to Minnesota’s principles of conflicts of law). All sums referred to herein shall
be calculated by reference to and payable in the lawful currency of the United States. This Note and all other Loan Documents and guaranties
executed in connection with this Note have been reviewed and negotiated by Borrower, Lender and Guarantor at arms’ length with the
benefit of or opportunity to seek the assistance of legal counsel and shall not be construed against either party. The titles and captions
in this Note are inserted for convenience only and in no way define, limit, extend or modify the scope or intent of this Note. Any reference
to Lender in this Note shall include any successor to or assignee of Lender. Unless the context otherwise requires, singular nouns and
pronouns, when used herein, shall be deemed to include the plural and vice versa, and impersonal pronouns shall be deemed to include the
personal pronoun of the appropriate gender.


 






    	 	Page 20 of 26



     


    

 


24.          Partial
Invalidity. If any section or provision of this Note is declared invalid or unenforceable by any court of competent jurisdiction,
said determination shall not affect the validity or enforceability of the remaining terms hereof. No such determination in one jurisdiction
shall affect any provision of this Note to the extent it is otherwise enforceable under the laws of any other applicable jurisdiction.


 


25.          Notices.
Any notice, demand or request required hereunder shall be given in writing and sent by Personal delivery, nationally recognized overnight
delivery service, registered or certified mail, return receipt requested, or by facsimile or email transmission with a “hard”
copy delivered within the next two (2) business days addressed as follows. Notices shall be deemed given upon receipt at the address
set forth above. Notice of any change of address or of the Person to whom notices are to be sent shall be given in the manner set forth
in this Section 25. Even if Borrower consists of multiple entities, the notices party or parties set forth in Section 1.24 shall
be sufficient.


 


26.   BORROWER,
TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, VOLUNTARILY, INTELLIGENTLY AND INTENTIONALLY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, (I) SUBMITS TO NON-EXCLUSIVE JURISDICTION OF ANY COURTS OF THE STATE OF MINNESOTA OR OF THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF MINNESOTA OR ANY OTHER FEDERAL OR STATE COURT, AS LENDER MAY ELECT IN ITS SOLE DISCRETION, OVER ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS (EACH, A "PROCEEDING"), (II) AGREES
THAT ANY SUCH PROCEEDING MAY BE INSTITUTED OR BROUGHT IN ANY OF THE COURTS OF THE STATE OF MINNESOTA OR OF THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF MINNESOTA, AS LENDER MAY ELECT IN ITS SOLE DISCRETION, (III) SUBMITS TO THE JURISDICTION OF SUCH COURTS,
AND, (IV) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY PROCEEDING IN ANY FORUM OTHER THAN HENNEPIN COUNTY,
MINNESOTA (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY PROCEEDING IN ANY OTHER FORUM). WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING OR OTHERWISE, BORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTELLIGENTLY AND INTENTIONALLY, WITH AND UPON THE ADVICE
OF COMPETENT COUNSEL, (I) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING ARISING
OUT OF OR RELATING TO THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS BROUGHT IN ANY SUCH COURT, (II) WAIVES ANY CLAIM THAT ANY SUCH
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND (III) WAIVES
THE RIGHT TO OBJECT, WITH RESPECT TO ANY SAID PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, THAT
SUCH COURT DOES NOT HAVE JURISDICTION OVER BORROWER. NOTHING IN THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS SHALL PRECLUDE LENDER FROM
BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING
OF A PROCEEDING IN ANY OTHER JURISDICTION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER FURTHER CONSENTS AND AGREES TO SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE
BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED HEREIN, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID
AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY
LAW).


 


27.          Full
Power and Authority. Borrower has the full power and authority to execute and deliver this Note, and this Note constitutes the
valid and binding obligation of Borrower, enforceable in accordance with its terms.


 






    	 	Page 21 of 26



     


    

 


28.       Marketing
Release.  Notwithstanding anything to the contrary contained herein or in any of the documents evidencing this Loan, Borrower
acknowledges and agrees that Lender may disclose any information regarding this Loan to third parties in relation to its marketing.


 


29.          Time
is of the Essence. Time is of the essence in this Note.


 


30.          Lender’s
Approval.  “Lender’s Approval” and words of similar import involving concepts of approval, consent or the acceptability
of any document or condition shall mean the approval, consent or acceptance of Lender in its sole and absolute discretion.


 


31.          Successors
and Assigns. This Note shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and
assigns. Borrower shall not, without the prior written consent of Lender, assign any rights, duties or obligations hereunder.


 


32.          Loan
Administration and Affiliates. Borrower acknowledges and agrees that Lender shall be responsible for the administration of the
Loan and shall have the power to enforce any and all remedies under the Note and/or Loan Documents on behalf of itself and any Affiliates
of Lender. Borrower acknowledges and agrees that there may be certain amounts under the Note due to Affiliates of Lender pursuant to certain
written agreements between Lender and Affiliates of Lender, including but not limited to all or a portion of the Origination Fee, the
Exit Fee, the Extension Fee, default interest, and/or other fees, costs, and sums due under the Note.


 


33.        Loan
Participation. Lender’s capital may be derived from various Affiliates of Lender, including but not limited to GreenLake
Real Estate Fund LLC, GreenLake Real Estate Fund II, LP, and GreenLake Real Estate Fund III S.C.A. SICAV–RAIF, and, as a result
thereof, Lender may sell participation interests in the Loan (and any security therefor) to such Affiliates of Lender pursuant to the
terms of various agreements between Lender and Affiliates of Lender. Nothing in this Note or the Loan Documents shall limit Lender’s
(including its successors and assigns) right to sell or transfer the Loan or any interest in the Loan. The Loan or a partial interest
in the Loan (together with this Note and the other Loan Documents) may be sold one or more times without prior written notice to Borrower.


 


34.          PREJUDGMENT
REMEDY WAIVER; WAIVER OF JURY TRIAL.


 


TO INDUCE LENDER TO ENTER INTO THE COMMERCIAL
LOAN TRANSACTION EVIDENCED BY THIS NOTE, THE MORTGAGE AND THE OTHER LOAN DOCUMENTS, BORROWER ACKNOWLEDGES AND AGREES THAT THIS IS A COMMERCIAL
TRANSACTION AND NOT A CONSUMER TRANSACTION, AND BORROWER KNOWINGLY, VOLUNTARILY, INTELLIGENTLY AND INTENTIONALLY WAIVES ANY RIGHT
TO NOTICE AND A HEARING UNDER ANY FEDERAL OR STATE STATUTE OR STATUTES OR FOREIGN LAWS AFFECTING PREJUDGMENT REMEDIES. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING OR OTHERWISE, BORROWER ACKNOWLEDGES AND AGREES THAT IN ANY ACTION UPON THIS TRANSACTION, LENDER MAY AVAIL
ITSELF OF AND PURSUE ITS RIGHTS TO OBTAIN A PREJUDGMENT REMEDY IN ACCORDANCE WITH STATE OR FEDERAL LAW. BORROWER HAS BEEN ADVISED BY COUNSEL
OF ITS RIGHTS WITH RESPECT TO PREJUDGMENT REMEDIES. BORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTELLIGENTLY AND INTENTIONALLY WAIVES
TO THE FULLEST EXTENT PERMITTED BY LAW ALL RIGHTS OF NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER IN CONNECTION WITH THE OBTAINING BY
LENDER OF ANY PREJUDGMENT REMEDY WITH RESPECT TO THIS NOTE, THE MORTGAGE OR THE OTHER LOAN DOCUMENTS, OR PURSUANT TO ANY OTHER DOCUMENT
EXECUTED BY BORROWER IN CONNECTION WITH THIS TRANSACTION, INCLUDING ANY AMENDMENTS OR EXTENSIONS HEREOF OR THEREOF. FURTHER, BORROWER
WAIVES ANY REQUIREMENT OF LENDER TO POST A BOND OR ANY OTHER SECURITY, OR TO SHOW SOME EXIGENCY, IN CONNECTION WITH THE OBTAINING
BY LENDER OF ANY SUCH PREJUDGMENT REMEDY. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR OTHERWISE, IN THE EVENT
LENDER SEEKS TO TAKE POSSESSION OF ANY OR ALL OF THE PROPERTY OR THE COLLATERAL BY COURT PROCESS OR OTHER METHOD AVAILABLE UNDER THE LAW,
BORROWER IRREVOCABLY WAIVES ANY BOND AND ANY SURETY OR SECURITY RELATING THERETO REQUIRED BY ANY STATUTE, COURT RULE OR OTHERWISE AS AN
INCIDENT TO SUCH POSSESSION, AND WAIVES ANY DEMAND FOR POSSESSION PRIOR TO THE COMMENCEMENT OF ANY SUIT OR ACTION TO RECOVER WITH RESPECT
THERETO. SPECIFICALLY, BORROWER RECOGNIZES AND UNDERSTANDS THAT THE EXERCISE OF THE RIGHTS DESCRIBED ABOVE MAY RESULT IN THE ATTACHMENT
OF OR LEVY AGAINST BORROWER 'S PROPERTY, AND SUCH WRIT FOR A PREJUDGMENT REMEDY WILL NOT HAVE THE PRIOR WRITTEN APPROVAL OR SCRUTINY OF
A COURT OF LAW OR OTHER JUDICIAL OFFICER AND BORROWER WILL NOT HAVE THE RIGHT TO ANY NOTICE OR PRIOR HEARING WHERE BORROWER MIGHT CONTEST
SUCH A PROCEDURE. THE INTENT OF BORROWER IS TO GRANT TO LENDER FOR GOOD AND VALUABLE CONSIDERATION, THE RIGHT TO OBTAIN SUCH A PREJUDGMENT
REMEDY AND TO EXPRESS ITS BELIEF THAT ANY SUCH PREJUDGMENT REMEDY OBTAINED IS VALID AND CONSTITUTIONAL UNLESS A COURT OF COMPETENT JURISDICTION
SHOULD DETERMINE OTHERWISE. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTELLIGENTLY
AND INTENTIONALLY WAIVES DEMAND, PRESENTMENT FOR PAYMENT, PROTEST, NOTICE OF PROTEST, NOTICE OF DISHONOR, DILIGENCE IN COLLECTION, NOTICE
OF NONPAYMENT OF THIS NOTE AND ANY AND ALL NOTICES OF A LIKE NATURE. FURTHER, TO THE EXTENT NOT OTHERWISE EXPRESSLY PROVIDED HEREIN, BORROWER
EXPRESSLY WAIVES ALL DEFENSES BASED UPON SURETYSHIP OR IMPAIRMENT OF COLLATERAL.


 






    	 	Page 22 of 26



     


    

 


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF BORROWER AND LENDER (BY ITS ENTERING INTO THE LOAN DOCUMENTS AND ACCEPTANCE OF THIS NOTE AND THE MORTGAGE) MUTUALLY HEREBY
KNOWINGLY, VOLUNTARILY, INTELLIGENTLY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE MORTGAGE OR ANY OTHER LOAN DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF LENDER RELATING TO THE ADMINISTRATION OR ANY LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER
PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS
PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER.


 


BORROWER ACKNOWLEDGES THAT IT MAKES THESE WAIVERS
KNOWINGLY, VOLUNTARILY, INTELLIGENTLY AND INTENTIONALLY AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF THESE WAIVERS WITH ITS
ATTORNEYS, AND FURTHER ACKNOWLEDGES THAT THESE WAIVERS CONSTITUTE A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN.


 


35.          Exculpation.
Borrower acknowledges, understands and agrees as follows:


 


35.1.          The
consent or approval by Lender to or of any act by Borrower requiring further consent or approval shall not be deemed to waive or render
unnecessary the consent or approval to or of any subsequent similar act.


 


35.2.          By
accepting or approving anything required to be observed, performed or fulfilled, or to be given to Lender pursuant hereto or pursuant
to the loan documents, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect
of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty
or representation to anyone with respect thereto by Lender.


 


35.3.          Nothing
contained herein shall be deemed or construed by the parties hereto or any third person to create a partnership or joint venture or any
association between the parties other than the relationship of lender and borrower.


 


[SIGNATURE PAGES TO FOLLOW]


 






    	 	Page 23 of 26



     


    

 


IN WITNESS WHEREOF,
this Note has been executed by each Borrower's duly authorized representative and Guarantor’s duly authorized representative as
of the date set forth above.


 


Acknowledged, agreed, and accepted by Borrower:


 


VVI FULFILLMENT CENTER, INC.,





a Minnesota corporation


 


	By:	/s/ Timothy Peterman	 	 
	Name: 	Timothy Peterman	 	 
	Title:	CEO, Assistant Secretary	 	 



 


THIS DOCUMENT MUST BE NOTARIZED


 


	A notary public or other officer completing this 

certificate verifies only the identity of the

individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


		STATE OF MINNESOTA	)
	 	 	 
	 	 	) §
	 	 	 
	 	COUNTY OF HENNEPIN	)



 


On
July 29, 2021, before me, a Notary Public, personally appeared Tim Peterman, the CEO of VVI FULFILLMENT CENTER, INC.,
a Minnesota corporation, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he voluntarily executed the instrument in his authorized capacity for its stated purpose as the
voluntary act of the CEO of VVI FULFILLMENT CENTER, INC.,
a Minnesota corporation.


 


	WITNESS my hand and official seal.	 	 
	 	 	/s/ Kristin L. Stream
	 	 	Notary Public



 


	My Commission Expires: January 31, 2023	 	(Affix
Seal Here)



 






    	 	Page 24 of 26



     


    

 


Acknowledged, agreed, and accepted by Borrower:


 


EP PROPERTIES, LLC,





a Minnesota limited liability company


 


	By:	/s/ Timothy Peterman	 	 
	Name: 	Timothy Peterman	 	 
	Title:	CEO, Assistant Secretary	 	 















 


THIS DOCUMENT MUST BE NOTARIZED


 


	A notary public or other officer completing this 

certificate verifies only the identity of the

individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


		STATE OF MINNESOTA	)
	 	 	 
	 	 	) §
	 	 	 
	 	COUNTY OF HENNEPIN	)



 


On
July 29, 2021, before me, a Notary Public, personally appeared Tim Peterman, the CEO of EP PROPERTIES, LLC,
a Minnesota limited liability company, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he voluntarily executed the instrument in his authorized capacity for its stated
purpose as the voluntary act of the CEO of EP PROPERTIES, LLC,
a Minnesota limited liability company.


 


	WITNESS my hand and official seal.	 	 
	 	 	/s/ Kristin L. Stream
	 	 	Notary Public



 


	My Commission Expires: January 31, 2023	 	(Affix
Seal Here)



 






    	 	Page 25 of 26



     


    

 


Acknowledged, agreed, and accepted by Guarantor
with Guarantor only bound as to those terms which relate to Guarantor or Loan Parties:


 


IMEDIA BRANDS, INC.,





a Minnesota corporation


 


	By:	/s/ Timothy Peterman	 	 
	Name: 	Timothy Peterman	 	 
	Title:	CEO, Assistant Secretary	 	 



 


THIS DOCUMENT MUST BE NOTARIZED


 


	A notary public or other officer completing this 

certificate verifies only the identity of the

individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


		STATE OF MINNESOTA	)
	 	 	 
	 	 	) §
	 	 	 
	 	COUNTY OF HENNEPIN	)



 


On
July 29, 2021, before me, a Notary Public, personally appeared Tim Peterman, the CEO of IMEDIA BRANDS, INC.,
a Minnesota corporation, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he voluntarily executed the instrument in his authorized capacity for its stated purpose as the
voluntary act of the CEO of IMEDIA BRANDS, INC., a Minnesota
corporation.


 


	WITNESS my hand and official seal.	 	 
	 	 	/s/ Kristin L. Stream
	 	 	Notary Public



 


	My Commission Expires: January 31, 2023	 	(Affix
Seal Here)



 






    	 	Page 26 of 26