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PERSONAL GUARANTY <br />Brian Hill <br />(Forgivable LoanProgram) <br />Elk River, Minnesota <br />October__,2016 <br />FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby <br />acknowledged, and in consideration of and to induce financial accommodations of any kind, with <br />or without security, given or to be given or continued at any time and from time to time by the <br />ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER (the “Lender”) <br />to or for the account of APEX EMBROIDERY DESIGN, INC.(the “Borrower”), the <br />undersigned absolutely and unconditionally guarantiesto the Lender the full and prompt <br />payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of any <br />and all indebtedness, obligations and liabilities of the Borrower (and anyand all successors of <br />the Borrower) to the Lender, now or hereafter existing, absolute or contingent, independent, <br />joint, several or joint and several, secured or unsecured, due or to become due, contractual or <br />tortious, liquidated or unliquidated, arising by assignment or otherwise, including without <br />limitation all indebtedness, obligations and liabilities owed by the Borrower (and any and all <br />successors of the Borrower) as a member of any partnership, syndicate, association or other <br />group, and whether incurred by the Borrower (or any successor of the Borrower) as principal, <br />surety, endorser, guarantor, accommodation party or otherwise (collectively,the <br />“Indebtedness”); and the undersigned agreesto pay on demand all of the Lender’s fees, costs, <br />expenses and reasonable attorneys’fees in connection with the Indebtedness, any security <br />therefor, and this guaranty, plus interest on such amounts at the highest rate then applicable to <br />any of the Indebtedness. <br />The Lender may at any time and from time to time, without consent of or notice to the <br />undersigned, without incurring responsibility to the undersigned, without releasing, impairing or <br />affecting the liability of the undersigned hereunder, upon or without any terms or conditions, and <br />in whole or in part: (1)sell, pledge, surrender, compromise, settle, release, renew, subordinate, <br />extend, alter, substitute, exchange, change, modify or otherwise dispose of or deal with in any <br />manner and in any order any Indebtedness, any evidence thereof, or any security or other <br />guaranty therefor; (2) accept any security for, or other guarantors of, any Indebtedness; (3) fail, <br />neglect or omit to obtain, realize upon or protect any Indebtedness or any security therefor, to <br />exercise any lien upon or right to any money, credit orproperty toward the liquidation of the <br />Indebtedness, or to exercise any other right against the Borrower, the undersigned, any other <br />guarantor or any other person; and (4) apply any payments and credits to the Indebtedness in any <br />manner and in any order.No act, omission or thing, except full payment and discharge of the <br />Indebtedness, which but for this provision could act as a release or impairment of the liability of <br />the undersigned hereunder, shall in any way release, impair or otherwise affect the liability of the <br />undersigned hereunder, and the undersigned waivesany and all defenses of the Borrower <br />pertaining to the Indebtedness, any evidence thereof, and any security therefor, except the <br />defense of discharge by payment. The failure of any person or persons to sign this or any other <br />487524v1 EL185-45 <br /> <br />