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<br />LOAN ASSUMPTION AGREEMENT <br />(Elk River Jobs Incentive Microloan) <br /> <br /> THIS LOAN ASSUMPTION AGREEMENT (this “Agreement”) is dated as of <br />______________ , 2022 (the “Effective Date”) by and between ORLUCK INDUSTRIES, INC., <br />a Minnesota corporation (“Assignor”) and TWIN CITY METAL WORKS, LLC, a Minnesota <br />limited liability company (the “Assignee”) and consented to by the ECONOMIC <br />DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, MINNESOTA, a public <br />body corporate and politic of the State of Minnesota (“Lender”). <br /> <br />RECITALS: <br /> <br />A. Pursuant to a Loan Agreement, dated as of July 17, 2018, between the Lender and <br />the Assignor, as amended by a First Amendment to Loan Agreement, dated as of April, 2020, <br />between the Lender and the Assignor (together, the “Loan Agreement”), the Lender made a loan <br />to the Assignor in the original principal amount of $200,000 (the “Loan”) for an expansion to its <br />manufacturing business located at 13422 Business Center Drive, Elk River, Minnesota (the <br />“Property”). <br />B. The parties hereby acknowledge that the Loan is currently outstanding in the <br />principal amount of $87,956.03. <br />C. The Assignee intends to acquire certain property and assets of the Assignor <br />including the Zeiss Contura Q2 Inspection Machine (SN 201304503763) and Okuma Genos <br />M560V Machining Center (SN 195651) located at the Property (the “Security”) which provided <br />security for the Loan. As part of the proposed transfer of the Security, the Assignee has agreed <br />to assume the Assignor’s Loan. <br />D. The parties have requested and received the consent of the Board of <br />Commissioners of the Lender to the proposed transaction. <br />AGREEMENT: <br /> NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of <br />which are hereby acknowledge, the parties hereto agree as follows: <br />1. Definitions. As used in this Agreement, the following capitalized terms have the <br />following meanings: <br /> “Financing Statement” means the UCC-1 Financing Statement given by Assignor in <br />favor of Lender and filed with the Minnesota Secretary of State’s Office on June 19, 2018 as <br />Filing No. 1024875000061. <br /> <br />“Loan” has the meaning given in the recitals to this Agreement. <br />“Loan Agreement” has the meaning given in the recitals to this Agreement. <br />DOCSOPEN\\EL185\\56\\816081.v3-9/29/22 <br />