MASTER
LOAN MODIFICATION AGREEMENT


 


THIS
AGREEMENT, Made and entered into as of this 11th day of April, 2018, by and between SHEPHERD’S FINANCE, LLC, a Delaware
limited liability company, having an address at 12627 San Jose Blvd., Suite 203, Jacksonville, FL 32223 (the “Borrower”),
and PAUL SWANSON (the “Lender”).


 


RECITALS:


 


	(a)	Borrower
    executed a promissory note in the principal amount not to exceed $4,000,000.00, payable to the order of the Lender
    (the “Note”), and a Line of Credit Agreement (the “Credit Agreement”), both dated October 23, 2017.
	 	 
	(b)	All
    terms that are used herein shall have the same definitions provided in the Credit Agreement unless otherwise indicated.
	 	 
	(c)	The
    Borrower desires to increase the amount of the Note and Line of Credit from $4,000,000 to $7,000,000 and Lender is agreeable
    to such increase in the amount.
	 	 
	(d)	The
    parties desire to memorialize their agreement regarding the modification of the Note and Credit Agreement by this Agreement.


 


THEREFORE,
WITNESSETH, that for and in consideration of the premises and the mutual agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as
follows:


 


	1.	All
    of the recitals set forth hereinabove are true and accurate.
	 	 
	2.	Effective
    upon the execution of a Modified Promissory Note dated of even date herewith, Lender agrees to make a revolving line of credit
    available to Borrower in the aggregate original principal amount not to exceed SEVEN MILLION and 00/100 DOLLARS ($7,000,000.00)
    rather than FOUR MILLION and 00/100 DOLLARS ($4,000,000.00).



 






    	 



    	 



    

 


	3.	Section
    2.01 (b) of the Credit Agreement is hereby replaced with the following:


 


(b)       Term
of Agreement. Lender’s commitments under this Agreement will expire on the then current Expiration Date, unless Lender,
after a review of Borrower’s performance under this Agreement, elects to renew its commitments for one or more additional
FIFTEEN (15) MONTH periods. IN THE EVENT LENDER ELECTS NOT TO RENEW THIS AGREEMENT, LENDER MUST GIVE WRITTEN NOTICE
TO BORROWER AT LEAST 120 DAYS BEFORE THE EXPIRATION DATE OF THE THEN CURRENT TERM and such non-renewal shall apply
to FOUR MILLION and 00/100 DOLLARS ($4,000,000.00) of the SEVEN MILLION and 00/100 DOLLARS ($7,000,000.00) Line
of Credit as of the Expiration Date and then 120 DAYS AFTER the Expiration Date the balance of the Line of Credit.
If no notice is given at least ONE HUNDRED TWENTY (120) DAYS before the Expiration Date of the then current term, this Agreement
will be renewed and the Expiration Date shall be automatically extended an additional FIFTEEN (15) MONTHS, on the same terms and
conditions hereof. However, Borrower’s representations, warranties and agreements shall remain in full force and effect
so long as any Debt is outstanding. Borrower shall have the right to terminate the line of credit if Borrower gives Lender Notice
of its intention to terminate the line of credit at least SIXTY (60) DAYS prior to the original expiration or any renewal thereof.



 


	4.	All
    provisions of the Note and Credit Agreement and all other Loan Documents securing, evidencing or otherwise pertaining thereto
    that are inconsistent with this Agreement are hereby amended accordingly.
	 	 
	5.	Except
    as amended by the terms of this Agreement, the Credit Agreement, Note and all other Loan Documents, as previously amended,
    shall remain in full force and effect in accordance with their respective terms, as amended.


 






    	 



    	 



    




 


WITNESS
the following signatures as of the date first above written.


 








	 	Borrower:
	 	 	 
	 	SHEPHERD’S
    FINANCE, LLC
	 	 	 
	 	By:
    	/s/
    Daniel M. Wallach
	 	 	Daniel
    M. Wallach
	 	Its:	Chief
    Executive Officer








 


	 	Lender:
	 	 
	 	/s/
    Paul Swanson
	 	PAUL
    SWANSON


 


This
instrument was prepared by R. Scott Summers, P.L.L.C., 


P.O.
Box 842, Morgantown, West Virginia 26507-0842.