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73850847v2 [Exhibit D to TIF Loan Agreement] EXHIBIT D GUARANTY THIS GUARANTY (the "Guaranty") is made effective as of July 1, 2022, and is made by Nicholas Walton, an individual (the "Guarantor"), and given to the City of Little Canada, Minnesota (the "Lender"). RECITALS A. The Lender and Twin Lake Limited Partnership (the "Borrower"), have entered into a TIF Loan Agreement of even date herewith (the "TIF Loan Agreement"), whereby the Lender has agreed to loan $1,000,000 to the Borrower, subject to the terms and conditions of the TIF Loan Agreement (the "Loan"). B. The Guarantor is an Affiliate of the General Partner of the Borrower. C. To secure the repayment of the Loan, and the obligations of the Borrower pursuant to the TIF Loan Agreement, and the Promissory Note to be issued upon the satisfaction of certain conditions as contained in the TIF Loan Agreement (the "Note"), the Guarantor is executing and delivering this Guaranty to Lender. NOW, THEREFORE, in consideration of the foregoing, the Guarantor does hereby, subject to the terms hereof, make this Guaranty to Lender, as follows: 1. All undefined capitalized terms in this Guaranty shall have the meaning given in the TIF Loan Agreement. 2. The Guarantor does hereby unconditionally and personally guarantee to the Lender the full and prompt payment and discharge of all obligations of the Borrower under the TIF Loan Agreement and the Note, in the amount of ONE MILLION DOLLARS ($1,000,000). 3. The Lender may proceed hereunder and the Lender at its sole discretion shall have the right to proceed first and directly against the Guarantor under this Guaranty without proceeding against any other person or exhausting any other remedies which it may have and without resorting to any security held by the Lender; and the Guarantor shall upon demand of Lender forthwith pay to the Lender any and all sums due hereunder. All payments shall be paid in lawful money of the United States of America. 4. The obligation of the Guarantor under this Guaranty shall be absolute and unconditional. 5. No set-off, counterclaim, abatement, reduction, or diminution of any obligation, or any defense of any kind or nature which the Guarantor has or may have against the Lender, other than pursuant to the TIF Loan Agreement and the Note, shall be available hereunder against the Lender or in any suit or action brought by the Lender to enforce any right, power or benefit under this Guaranty. Nothing in this Guaranty, however, shall be construed as a waiver by the Guarantor of any rights or claims the Guarantor may have against the Lender under this Guaranty or