Exhibit 10.1

REDI Loan Number 11-04-A

STATE OF SOUTH DAKOTA

BOARD OF ECONOMIC DEVELOPMENT

REVOLVING ECONOMIC DEVELOPMENT

AND INITIATIVE FUND (REDI)

LOAN AGREEMENT

LOAN AGREEMENT made and entered into this 2nd day of November, 2011, by and between the South Dakota Board of Economic Development, 711 Wells Avenue, Pierre, South Dakota 57501 (herein “BED”), and Manitex Load King, Inc. of 701 East Rose St., Elk Point, SD 57025 (herein the “Borrower”).

WHEREAS, the South Dakota Board of Economic Development is a board created pursuant to SDCL 1-16G-1 for the purpose of promoting economic development in South Dakota, and the South Dakota Governor’s Office of Economic Development acting pursuant to ARSD 68:02:01:23, provides administrative support to BED in the application, processing, monitoring, and servicing of loans made by BED; and,

WHEREAS, the Borrower made an application (the “Application”) dated May 17, 2011 to BED for a loan from the Revolving Economic Development and Initiative Fund (REDI), which Application was approved by BED pursuant to SDCL Chapters 1-33 and 1-16G, as amended, and ARSD Article 68:02 (the “BED Loan”); and,

WHEREAS, BED has by duly adopted resolution designated one of the members of the Board of Economic Development to execute this Loan Agreement; has designated the Commissioner, Governor’s Office of Economic Development (the “Commissioner”), and BankWest, Inc., a state chartered financial institution, of Pierre, South Dakota (BankWest), as its representatives hereunder; has authorized the Secretary to act on its and the State’s behalf hereunder; has empowered the Secretary to delegate his duties in connection herewith to those persons under his supervision as he deems appropriate; has entered into a Loan Servicing Agreement with BankWest, whereby BankWest will act as BED’s agent for purposes of closing, funding, receiving payment and servicing the BED Loan with the Borrower: and has authorized BankWest to act on behalf of BED consistent with the terms of the Loan Servicing Agreement and the Borrower’s BED Loan Documents;

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NOW THEREFORE it is mutually agreed as follows:

1. In consideration of the Borrower’s execution and delivery of a Promissory Note dated the date hereof, and observance and performance of the covenants, terms and conditions hereof, and in reliance on the Borrower’s representations made herein, BED, through its duly designated agent, agrees to loan to Borrower, from the Revolving Economic Development and Initiative Fund the principal sum of Eight Hundred Fifty Seven Thousand and Five Hundred ($857,500.00), according to the terms and conditions set forth in this Loan Agreement and the Promissory Note of even date herewith, which is incorporated herein by reference.

2. In consideration of BED’s agreement to loan said funds to the Borrower, the Borrower has made, executed and delivered to BED a Promissory Note dated the date hereof, in the principal sum of Eight Hundred Fifty Seven Thousand and Five Hundred ($857,500.00), due and payable, together with interest thereon at the rate of three percent (3%) per annum, simple interest, according to the terms and conditions set forth therein and in this Loan Agreement.

3. As security for the repayment of the BED Loan above described, the Borrower agrees as follows:

4. Borrower warrants and represents as follows:

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Material Adverse Occurrence shall mean any occurrence of whatsoever nature (including, without limitation, any adverse determination in any litigation, arbitration or governmental investigation or proceeding) which materially adversely affects: (i) the then present or prospective financial condition or operations of any party to the Loan; (ii) the ability of any such Party to perform its obligations under any of the Loan Documents; or (iii) the value of the Collateral securing the Loan.

5. To further induce BED to make this BED Loan, Borrower agrees to the following conditions:

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6. On or prior to the disbursement of funds pursuant to this Loan Agreement, the Borrower shall submit to BankWest all documents required by the Commitment Letter, the Loan Documents and the applicable statutes and regulations. In addition, the Borrower shall submit the following items:

Once the documents listed above have been executed and delivered, the BED Loan will be deemed closed.

7. (a) In the event Borrower fails to make any payment or any part thereof as provided in the Promissory Note described herein, within fifteen (15) days of the due date thereof, or in the event that the Borrower fails or refuses to perform any covenants or agreements hereunder on the Borrower’s part made and entered into, or under any agreement between the Borrower and the BED made in connection with the BED Loan, or in the event of failure of the Borrower to promptly pay, when due, any taxes, charges, liens, assessments, or encumbrances, or in the event a petition is filed by or against Borrower under any applicable bankruptcy law, and that petition is not dismissed or stayed within 90 days, the, BED may at its option (i) declare this Agreement and the Promissory note to be in default and the total indebtedness owed by the Borrower to BED, including principal and interest, shall at the option of BED immediately become due and payable, upon twenty (20) days’ written notice to the Borrower, (ii) upon written notice to the Borrower increase the interest rate to the default rate provided for herein, said default rate to thereafter apply to the entire unpaid principal balance until the default is cured to BED’s satisfaction or (iii) take such other action as BED deems necessary and appropriate, consistent with the terms of the Loan Documents and applicable law.

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Anything in the foregoing or in any of the other Loan Documents to the contrary notwithstanding, BED may in the event of a default not capable of cure immediately declare a default and immediately take action to realize upon the Collateral by whatever means allowed by law.

(b) In the event of any default by Borrower upon the terms of this Loan Agreement, the Promissory Note, or any of the Loan Documents, then the entire outstanding principal balance of the Loan shall thereafter bear interest until paid or until the default is cured to BED’s satisfaction at a fixed rate three percentage points higher than the prime rate of interest published weekly in the Wall Street Journal, as published at the time of the default.

(c) In the event that Borrower defaults in providing the financial information required by Section 5(c), the reports required under Section 5(d), or proof of the insurance required by Section 11 of this Loan Agreement, then the Borrower shall pay to BED the sum of $200 for each such default. This sum is intended by the parties and shall be considered and treated as liquidated damages due to BED, and not as a penalty. The parties specifically agree that due to the nature of the BED Loan made to the Borrower it is impracticable or extremely difficult to fix the actual damages resulting from the Borrower’s breach of those provisions of this Loan Agreement because failure to provide the information in a timely manner prevents BED from having complete and accurate data concerning the status of its economic development program for the purpose of preparing its annual report, assessing the success of its economic development strategies and developing future strategies; from assessing the financial strength of the businesses BED assists, and the success of its assistance efforts; and it makes it difficult for BED to protect the continued viability of its revolving loan program. In addition, in the case of repeated or prolonged defaults in providing financial information, BED may in its sole and exclusive discretion upon written notice to the Borrower increase the interest rate to the default rate provided for herein, which default interest rate shall apply to the entire unpaid principal balance until such time as the default is cured to BED’s satisfaction.

8. If an event of default occurs, BED, at its sole option, has the right, but not the duty, to incur and pay any reasonable expenses, for the account of the Borrower, for the payment of any taxes, charges, liens, assessments and encumbrances with relation to the Project, and add any amounts so paid to the principal sum due hereunder. Borrower agrees that if an event of default occurs, in addition to any other amounts that may be due from the Borrower, it will pay BED an amount equal to the costs and expenses, including reasonable expert and attorneys fees, incurred by BED in enforcing its rights under this Loan Agreement or the other Loan Documents.

9. The rights and remedies herein conferred upon BED shall be cumulative and not alternative and shall be in addition and not in substitution of or in derogation of rights and remedies conferred by the Loan Documents or any other agreements between the parties hereto or by any applicable law. The failure of BED to enforce strict performance of any covenant, promise, or condition herein contained, including timely payments due hereunder, shall not operate as a waiver of the right of BED thereafter to require that the terms hereof be strictly performed according to the tenor thereof.

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10. If BED participates in this loan with a bank, credit union, savings and loan, a federal or state agency, or other lender (“the Lender”), the Borrower agrees to cooperate and abide by all terms and conditions of any and all loan documents involving any loan from the Lender to the Borrower for the Project, including the Lender Agreement. A default in any provision of any such loan documents with the Lender shall constitute a default under this Loan Agreement and the Promissory Note. Borrower further agrees to cooperate with BankWest as closing agent and loan servicing agent, to facilitate the performance of the duties of BankWest pursuant to the Loan Servicing Agreement.

11. The Borrower shall at all times during the term of this Loan Agreement, and while the Promissory Note is outstanding, keep and maintain, or provide evidence acceptable to BED that it has obtained, property and casualty insurance, workers compensation, and liability insurance with insurers licensed to do business in the State, against such risks and in such amounts as are customary in the State for entities of the same or similar size and type as the Borrower, and similarly situated with facilities of the Project’s type, and provide proof of such coverage to BED. Each policy (except workers’ compensation insurance) shall be lender loss payable, and name BED as an additional insured or loss payee, as its interests may appear. Any policy provided pursuant to this section must provide that it cannot be canceled without prior written notice of cancellation to BED. In the event of cancellation the Borrower will promptly obtain replacement insurance with the same or substantially similar coverage and provide proof of such coverage to BED. In the event of renewal, replacement, or changes in coverage, the Borrower will promptly provide written notice of such changes to BED.

12. The Borrower covenants and agrees to comply, in all material respects, with all present and future environmental laws, ordinances, permits, rules and regulations. Borrower shall not permit the generation, creation, treatment, incorporation, discharge, disposal, escape, release or threat of release of any contaminant above, upon, under, within, or from the Project site which is not in compliance with any applicable laws, ordinances, permits, rules and regulations. Borrower represents that there are no underground storage tanks containing any contaminant located on the Project site, or property assigned as Collateral for this BED Loan, and that no new tanks will be located on such property unless the Borrower complies with any applicable laws, ordinances, rules and regulations, and obtains all necessary permits.

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13. Any required or permitted notice or other communication under this Agreement shall be in writing and addressed as follows:

Notices required or permitted under this Loan Agreement shall be given by and to Commissioner, Governor’s Office of Economic Development and Mark Litton, Senior Vice President of Bankwest on behalf of BED, and the Borrower, or such authorized designees as either party may from time to time designate in writing. Any such notice or other communication, if mailed, shall be sent by registered or certified mail, return receipt requested. Notices or communications to or between the parties shall be deemed to have been delivered when mailed by registered or certified mail or, if personally delivered, when received by such party.

14. Time is of the essence in the performance of the covenants, terms and conditions contained in this BED Loan Agreement. This Loan Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective transferees, successors and assigns except that the Borrower may not assign or transfer it rights under the Loan Documents without prior written consent of BED.

15. All other prior discussions, communications and representations concerning the subject matter of the Loan Documents are superseded by the terms of the Loan Documents, and except as specifically provided herein, the Loan Documents constitute the entire agreement with respect to the subject matter hereof.

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16. This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota. Any lawsuit pertaining to or affecting this Loan Agreement shall be brought in Circuit Court in and for Hughes County, South Dakota, or, at BED’s option, any other court of the Unified Judicial System of the State of South Dakota. Each of the parties hereby irrevocably consents and submits to the jurisdiction of the courts of the Unified Judicial System of the State of South Dakota.

17. All representations contained in the Borrower’s Application, and all representations, terms, conditions and covenants contained in the Commitment Letter executed in conjunction with this Loan Agreement are hereby incorporated by reference herein. To the extent there is a conflict between the terms of the Application or Commitment Letter and this Loan Agreement, the terms of this Loan Agreement shall prevail.

18. This Loan Agreement and the Loan Documents may not be amended except in writing, which writing shall be expressly identified as a part hereof or thereof, and which writing will be signed by an authorized representative of each of the parties. No provision stated herein shall be waived without the prior written consent of BED.

19. In the event that any provision of this Loan Agreement shall be held unenforceable or invalid by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

IN WITNESS WHEREOF the parties hereto have set their hands and seals effective the day and year above first written.

NOTE: Corporate Borrowers must execute Loan Agreement, in corporate name, by duly authorized officer, and seal must be affixed and duly attested;

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EXHIBIT A

TO

LOAN AGREEMENT

Exhibit 10.2

STATE OF SOUTH DAKOTA

BOARD OF ECONOMIC DEVELOPMENT

REDI Loan Number 11-04-A

PROMISSORY NOTE

For value received, the undersigned Manitex Load King, Inc., of 701 East Rose St., Elk Point, SD 57025 promises to pay, in lawful money of the United States of America, to the order of SOUTH DAKOTA BOARD OF ECONOMIC DEVELOPMENT at the offices of its Loan Servicing Agent, BankWest Inc., at P.O. Box 998, City of PIERRE, State of SOUTH DAKOTA or at holder's option, at such other place as may be designated from time to time by the holder Eight Hundred Fifty Seven Thousand and Five Hundred Dollars ($857,500) with interest on unpaid principal computed from the date of each advance to the undersigned at the rate of three percent (3%) per annum, payment to be made in installments as follows:

By paying 59 equal monthly installments, in the amount of $4,755.67 (based on a level 240 month amortization), beginning thirty (30) days from the date of this Promissory Note, with the final balloon payment of principal and interest due at the end of 60 months from the date of this Promissory Note.

This Promissory Note is issued pursuant to that certain Revolving Economic Development and Initiative Fund (REDI) Loan Agreement dated the date hereof by and between the Borrower and BED (the "Loan Agreement"), the terms and provisions of which are hereby incorporated by reference, pursuant to SDCL Chapters 1-16G and 1-33, as amended, and Rules and Regulations Article 68:02, Administrative Rules South Dakota (ARSD).

This Promissory Note is secured by:

[x] Mortgage of even date.

[] Security Agreement of even date

[] Other

If any sum payable hereunder is not paid when due, or within 15 days thereafter, or in the event of a default upon any term, covenant or condition of any of the Loan Documents, then the entire outstanding principal balance shall thereafter bear interest until paid or until the default is cured to BED’s satisfaction at a fixed rate three percentage points higher that the prime rate of interest published weekly in the Wall Street Journal, as published a the time of the default.

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The Borrower shall have the option of prepaying any installment of principal or interest owing on this Promissory Note prior to the maturity date thereof without penalty. If prepayments are made, such payment will include accrued interest to the date of the prepayment on the amount of principal prepaid, and principal payments shall be reduced in inverse order of maturity. Such prepayments shall not in any way alter or suspend any obligations of the Borrower under the terms of this Promissory Note or the Loan Agreement.

In the event of default in the payment of this Promissory Note, the Borrower agrees to pay all costs of collection, including reasonable attorney fees.

The Borrower hereby waives presentment for payment, demand, notice of nonpayment, protest, notice of protest, and notice of dishonor.

This Promissory Note and all instruments or documents securing the same shall be governed by and construed in accordance with the laws of the State of South Dakota.

Signed and sealed this 2 day of November, 2011.

NOTE Corporate Borrowers must execute Loan Agreement, in corporate name, by duly authorized officer, and seal must be affixed and duly attested;.

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DECLARATION OF BUSINESS PURPOSE

The undersigned has applied to BED for credit in the amount not to exceed $857,500. The undersigned warrants and represents that the credit will be used primarily (50% or more) for the business or commercial purpose described in the Loan Agreement, and will not be used primarily for personal, family or household purposes. This declaration is to confirm that no disclosures are required under the Federal Truth in Lending law and Regulations.

Dated at Elk Point, South Dakota, this 2nd day of November, 2011.

NOTE Corporate Borrowers must execute Loan Agreement, in corporate name, by duly authorized officer, and seal must be affixed and duly attested.

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Exhibit 10.3

This document has been prepared by:

South Dakota Board of Economic Development

c/o BankWest, Inc.

PO Box 998,

Pierre, SD 57501

605/945-3703

Attn: Mandy Kuipers

REDI Loan Number 11-04-A

STATE OF SOUTH DAKOTA

BOARD OF ECONOMIC DEVELOPMENT

MORTGAGE - ONE HUNDRED EIGHTY DAY REDEMPTION

THIS MORTGAGE is made this 2nd day of November, 2011, by Manitex Load King, Inc. of 701 East Rose St., Elk Point, SD 57025, Union County, South Dakota, hereinafter referred to as MORTGAGOR, to the SOUTH DAKOTA BOARD OF ECONOMIC DEVELOPMENT , of 711 East Wells Avenue, HUGHES County, State of SOUTH DAKOTA , 57501, whose principal office is at PIERRE , HUGHES County, State of South Dakota, hereinafter referred to as MORTGAGEE.

WITNESSETH: That in consideration of the advance of the principal sum as stated herein plus all future and additional advances together with interest thereon, and in consideration of any future and additional advances made to Mortgagor at Mortgagee's option, Mortgagor does hereby mortgage, grant, bargain, release, assign, transfer and convey to Mortgagee the real property and premises (the “Premises”) described in Exhibit A attached hereto, and by this reference incorporated herein, together with all buildings, fixtures and improvements now or hereafter erected thereon, all hereditaments and appurtenances, and all rights and interests thereunto belonging or appertaining, including rights of homestead, and all contingent rights and estates of the Mortgagor in and to said Premises, it being the intention of Mortgagor to mortgage an absolute title in fee in and to said Premises in favor of the Mortgagee, to include all of the right, title and interest of Mortgagor in said property now owned or hereafter acquired, all easements and servient estates appurtenant thereto, rents, issues, uses, profits and right to possession, and all fixtures and crops raised or placed thereon.

Mortgagor warrants that Mortgagor is the owner in fee and is lawfully seized of said Premises; that the Premises are free and clear from all encumbrances and liens whatsoever, except for any permitted encumbrances as attached in Exhibit B. Mortgagor hereby covenants to warrant and defend the title to said Premises against any and all claims and demands of all persons whomsoever. Mortgagor hereby relinquishes and waives all rights of homestead in the Premises.

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THE PARTIES AGREE THAT THE PROVISIONS OF THE ONE HUNDRED EIGHTY DAY REDEMPTION MORTGAGE ACT GOVERN THIS MORTGAGE.

In the event Mortgagee elects to foreclose by action in state court, the holder of the certificate of sale may apply to the court for a reduction of the 180-day redemption period if the property has been abandoned by the Mortgagor. If, after notice to the parties as the court directs, the court finds the property has been abandoned, the redemption period may be reduced. The redemption period may not be reduced to less than sixty (60) days from the date of recording the certificate of sale. There is hereby granted to Mortgagee a power of sale for the purposes of SDCL Chapter 21-49.

This Mortgage is given by the Mortgagor as security for the following:

A. Payment by Mortgagor to the Mortgagee of the principal sum of $857,500 together with interest thereon, according to the terms of a certain Promissory Note dated the date hereof with final payment due November 2nd, 2016, given by Mortgagor to Mortgagee, and any other Loan Documents or other instruments executed in refinancing, extending or renewing said indebtedness or any part thereof, all payable according to the terms of said Promissory Note, Loan Documents and other instruments;

B. The repayment in full by Mortgagor of any and all future and additional advances which may be made by Mortgagee at its option, at the request of and to or for the account of Mortgagor, for any purposes, whether or not the obligation created by such future advances related to the transaction evidenced by the Promissory Note or Loan Documents and whether or not such an advance is presently contemplated by the parties; repayment to be made as provided in the Promissory Note, Loan Documents or in such other instruments; provided, further, that THIS PARAGRAPH SHALL NOT CONSTITUTE A COMMITMENT TO MAKE FUTURE OR ADDITIONAL ADVANCES IN ANY AMOUNT;

C. The repayment in full by Mortgagor of all amounts advanced by Mortgagee, at its option, to or on behalf of Mortgagor as protective disbursements, as authorized in this Mortgage or in the Loan Agreement, or any other Loan Document, together with interest on all such advances, all payable as provided in this Mortgage, the Promissory Note, or other Loan Document or other instrument which may be taken to evidence such advance(s) or any part thereof;

D. The payment in full by Mortgagor of any damages, including liquidated damages, awarded or imposed pursuant to the Loan Agreement or the Employment Agreement between the parties made in connection with the Loan secured hereby.

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E. The payment by Mortgagor of all other present or future, debts and liabilities of Mortgagor to Mortgagee of any nature whatsoever.

This Mortgage is made pursuant to a certain Revolving Economic Development and Initiative (REDI) Fund Loan Agreement dated the date hereof (the "Loan Agreement"), by and between the Mortgagor and MORTGAGEE, pursuant to SDCL Chapters 1-16G and 1-33, as amended, and Rules and Regulations Article 68:02, Administrative Rules South Dakota (ARSD), the terms and provisions of which are hereby incorporated by reference. BED has entered into a Loan Servicing Agreement with BankWest, Inc., a, state chartered financial institution of Pierre, South Dakota (BankWest), whereby BankWest will act as BED's agent for purposes of closing, funding, receiving payment and servicing the BED Loan with the Borrower, and under which BankWest may take any and all such action on behalf of BED consistent with the terms of the Loan Servicing Agreement and the Borrower's BED Loan Documents including this Mortgage.

Mortgagor covenants and agrees with the Mortgagee as follows:

A. To pay all taxes, assessments, rents, or governmental or municipal charges, fines, rates, fees or charges levied, imposed, or charged against the Premises or the project, before the same shall become delinquent, and to pay when due all liens, judgments, or other assessments which may lawfully be assessed against the property herein mortgaged, and the rental charges upon any leases assigned as additional security.

B. To insure and keep insured building and other improvements now or which may hereafter be placed on said Premises, if any, for the benefit of the Mortgagee, against loss by fire, wind, and other hazards, casualties and contingencies, with such insurers licensed to do business in the State, in such amounts, and against such risks as are customary in the State for entities of the same or similar size and type as the Mortgagor, and similarly situated with Premises and facilities of the Project's type, and provide proof of such coverage to BED. Each policy shall provide that such insurance will be payable to Mortgagee as its interest may appear. Each policy must provide that it cannot be canceled without prior written notice of cancellation. In the event of cancellation the Mortgagor will promptly obtain replacement insurance with the same or substantially similar coverage and provide proof of such coverage to BED. In the event of renewal, replacement or changes in coverage, the Mortgagor will promptly provide written notice of such changes to BED. In the event of loss,the proceeds received by Mortgagee may, at Mortgagee's option be used for the reconstruction of the destroyed or damaged improvements or, if not so applied, may, at the option of the Mortgagee, be applied to the payment of any indebtedness matured or unmatured, secured by this Mortgage.

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C. To keep the Premises in good condition and repair, as the same may now be or may hereafter be replaced, ordinary wear and tear excepted; to permit no mechanic's or other lien or encumbrance thereon except a mortgage to Home Federal Bank in a shared first lien position with this Mortgage; or to commit or permit no impairment of the value of this security. Mortgagor shall not commit or suffer waste to be committed on the Premises, and in event of such waste the Mortgagee, in addition to any other available remedy, shall be entitled immediately to restrain the same by injunction or other appropriate proceeding. Mortgagor warrants that the Premises will not be used for any unlawful purpose or permitted to become a nuisance; not to cut or remove, or permit to be cut or removed, any wood or timber from said real property except in the ordinary course of Mortgagor’s business.

D. That no structure, fixture, or improvement of any kind whatsoever, now or hereafter in or on the mortgaged Premises, shall be removed, replaced, or substantially altered without the Mortgagee's written consent, except for that property which in the good faith opinion of the Mortgagor is obsolete, outmoded, worn out, is being replaced, or otherwise is not needed for the operation of the Project. If at any time all or any portion of the above-described Premises shall be taken or damaged by condemnation proceedings under the power of eminent domain, all compensation awarded, net of any expenses, shall be paid directly to Mortgagee and, at Mortgagee’s option, applied to the indebtedness hereby secured.

E. That in the event Mortgagor fails to pay when due any taxes, rental charges upon any leases assigned as additional security for this Mortgage, liens, judgments, or assessments lawfully assessed against the Premises hereby mortgaged, or governmental or municipal charges, fines, rates, fees or charges levied, imposed, or charged against the Premises before the same become delinquent, or fails to maintain insurance as hereinabove provided, Mortgagee may do so, at its sole option, and without the obligation to do so, as a protective disbursement and the amount so paid, together with interest at the current rate of the Mortgagee at the time the Mortgagee makes such payment, shall, from the date of payment be added to and deemed a part of the indebtedness secured hereby, and shall be due and payable on demand by the Mortgagee; provided, however, that the advancement by Mortgagee of any sum pursuant to this paragraph shall in no manner relieve Mortgagor of any obligations incurred under this Mortgage nor limit the right of Mortgagee to declare a default by Mortgagor and to exercise all rights and remedies as set forth herein in the event of default. Further, in the event Mortgagor fails to abide by the terms of this paragraph E, Mortgagee may, with or without making a protective disbursement as provided herein, increase the interest rate otherwise provided for to the default interest rate set out in paragraph F below, which default interest rate shall apply to the entire principal balance then outstanding until such time as the default is cured.

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F. In the case of default by the Mortgagor in the payment of the principal sum, or any part thereof, or interest thereon at the time or times as specified for the payments hereof, or in the case of default in the payment of said advances or in the case of any breach of any covenant or agreement contained in this Mortgage, the Loan Documents, or the Promissory Note, or related mortgages, documents and notes, or in the event of the failure of the Mortgagor to promptly pay, when due, any taxes, charges, liens, assessments, or encumbrances, or in the event of the insolvency of the Mortgagor, the Mortgagee may at its option declare this Mortgage to be in default and the total indebtedness secured by this Mortgage, including principal and interest, shall be immediately due and payable upon twenty (20) days’ written notice to the Mortgagor, and this Mortgage may be foreclosed by action, or by advertisement as provided by statute or the rules or powers relating thereto, including any amendments thereof, and this paragraph shall be deemed as authorizing and constituting power of sale as mentioned in said statutes or rules or any amendments thereof. In addition, Mortgagee may exercise any other or additional remedy set forth in any of the Loan Documents or other agreements between the parties made in connection with this Mortgage. If any sum payable hereunder is not paid when due or in the event of a default upon any term, covenant or condition of any of the Loan Documents, then the entire outstanding principal balance shall thereafter bear interest until paid or until the default is cured to BED’s satisfaction at a fixed rate three percentage points higher than the prime rate of interest published weekly in the Wall Street Journal, as published at the time of default. Mortgagee may waive any default without waiving any other subsequent or prior default by Mortgagor.

G. To the extent permitted by law, Mortgagor agrees that in case of any action, or in any proceedings in any court, to collect any sums payable under or secured by this Mortgage, or to protect the lien or title herein of the Mortgagee, or in any other case permitted by law, including foreclosure by action or by advertisement, in which attorney fees may be collected from Mortgagor or charged upon the above described property, to pay Mortgagee's reasonable attorney fees and actual disbursements necessarily incurred in the course of said action.

H. In the event the mortgaged Premises or any portion thereof are sold, divested, transferred, relinquished, or in the event the Mortgagor should lose their right, title or interest in the security herein described, or any portion thereof during the term of this Mortgage, whether voluntarily or by operation of law, without the prior written consent of the Mortgagee, the entire indebtedness remaining unpaid and owing together with interest thereon, including advances for any purpose may at the option of the Mortgagee, be declared immediately due and payable and this Mortgage may then be foreclosed by action or by advertisement, as provided by statute or the rules or powers relating thereto.

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I. In the event of default in the payment of any of the obligations described in this Mortgage, and subject to the rights of any other mortgagee with a lien position shared with Mortgagee, Mortgagor hereby assigns to Mortgagee all of Mortgagor's interest in and to all rents, issues, uses, growing crops, profits, royalties, or lease payments due to Mortgagor from use or occupancy of any part of the Premises secured by this Mortgage; this assignment shall also pertain to all royalties, rents, or profits, due to Mortgagor for any oil, gas, mineral, or other subsurface interest in and to the above described Premises; all rents profits, lease payments, or royalties received by Mortgagee hereunder shall be applied to the indebtedness secured by this Mortgage.

J. In the case of foreclosure of this Mortgage, at any time after the commencement of an action of foreclosure or at any time after the commencement of foreclosure by advertisement, or during any period of redemption, subject to the rights of any other mortgagee with a lien position shared with Mortgagee, Mortgagee is authorized to appoint a receiver to take possession of the Premises if the Premises have been abandoned, or to have a receiver appointed by the court upon other sufficient proof being established therefor, said receiver to take immediate possession of the above described property, and of all the rents or profits accruing therefrom, and to rent or cultivate the same as the receiver may deem best for the interest of all parties concerned, and be liable to account to Mortgagor only for the net profits, after application of rents, issues and profits upon the expenses and costs of the receivership and foreclosure and upon the indebtedness, costs and expenses hereby secured or herein mentioned.

K. Further, in the event of any action by Mortgagee to enforce the collection of the mortgage debt, Mortgagor agrees that any expense incurred to procure or extend an abstract of title, policy of title insurance or other lien search, shall, when paid by Mortgagee, become a part of the debt secured hereby, and shall be paid by Mortgagor together with all taxable costs of such action

L. In the case of any default the Mortgagee shall have the privilege, without declaring the whole indebtedness due and payable, to foreclose on account of such specific default for such sums as are in default and such foreclosure proceedings may be had and the Premises described herein may be sold, subject to the unpaid indebtedness hereby secured, and this Mortgage shall continue as a lien for any unpaid balance. If the Mortgagee waives the right to accelerate, or any other right hereunder, such a waiver shall not constitute a waiver of the right to rescind, or any other remedy available to the Mortgagee, nor shall it be construed as a waiver of such rights in the event of subsequent defaults. No remedy herein conferred upon or reserved to the Mortgagee is intended to be exclusive of any other available remedy, but each and every remedy shall be cumulative and in addition to every other remedy given under this Mortgage and the Loan Agreement, or now or hereafter existing at

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law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In the event that any breach by the Mortgagor is specifically waived in writing by the Mortgagee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other or subsequent breach.

M. Subject to the rights of any other mortgagee with a lien position shared with Mortgagee, any moneys collected by the Mortgagee pursuant to foreclosure under this Mortgage shall be applied first, to pay Mortgagee’s attorney’s fees and other expenses of collection; second, to interest due on the BED Loan; third, to principal due on the BED Loan; fourth, to the payment of liquidated damages and other amounts due on the BED Loan, whether pursuant to the Employment Agreement or otherwise; fifth, to the payment of junior lienholders, if any; and sixth, the balance remaining, if any, shall be paid into the court to be disbursed as ordered by the court.

Mortgagor will comply with all statutes, ordinances, and governmental regulation affecting the Premises, and if Mortgagor neglects or refuses to so comply, and such failure or refusal has not been corrected within 15 days of receipt of written notice, the entire balance of the principal sum secured hereby, together with all accrued interest thereon, will, at Mortgagee’s sole option, immediately become due and payable.

This Mortgage shall be governed by and construed in accordance with the laws of the State of South Dakota. Terms used herein and defined in the Loan Agreement shall have the same meaning as set forth in the Loan Agreement unless the context clearly requires otherwise.

This Mortgage may not be modified or amended except by mutual consent expressed in writing, which writing shall be expressly identified as a part hereof, and which writing shall be signed by an authorized representative of each of the parties hereto.

Any notice provided for herein shall be deemed given when transmitted as provided in Section 13 of the Loan Agreement.

The covenants in this Mortgage shall be deemed to be severable; in the event that any portion of this Mortgage is determined to be void or unenforceable, that determination shall not affect the validity of the remaining portions of the Mortgage.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, this instrument has been executed the day and year first above written.

NOTE: Corporate Borrowers must execute Mortgage, in corporate name, by duly authorized officer, and seal must be affixed and duly attested;

CORPORATE ACKNOWLEDGMENT

STATE OF Illinois                     )

                                                       ) SS

COUNTY OF Cook                           )

On this the 2 day of November , 2011 , before me, the undersigned, personally appeared David H. Gransee and David J. Langevin known to me to be the Vice President and President respectively, of the corporation that is described in and that executed the within instrument, having authority to execute such instrument and acknowledged to me that such corporation executed the same.

In witness whereof I hereunto set my hand and official seal.

(SEAL)

Notary Print Name: Dody A. Lesniak

My Commission Expires: 12/14/13

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EXHIBIT A

TO MORTGAGE

LEGAL DESCRIPTION

Parcel 1: Load King Tracts 1 and 2, Blocks 20 and 19, Weston and Hoffman's Addition to Elk Point, all of vacated Wood Street in Elk Point lying Northeasterly of the Railroad right-of-way of the South Dakota Railroad Authority; all of vacated High Street in Elk Point lying Southeasterly of Elm Street; Block 18, Weston and Hoffman's Addition to Elk Point; all of vacated alley in Block 18, Weston and Hoffman's Addition to Elk Point; all of the vacated Southeasterly 10 feet of Elm Street adjacent to and between said Load King Tract 1 and said Block 18 extending from the Southwesterly line of said Load King Tract 1 extended Northwesterly to the Northeasterly line of said Block 18 extended Northwesterly; all of Fractional Block 55, Weston and Hoffman's Addition to Elk Point; and Lot X in the Northwest Quarter of the Southeast Quarter of Section 19, Township 91 North, Range 49, West of the 5th P.M., City of Elk Point, all in Union County, South Dakota, according to the recorded plat thereof;

Parcel 2: All of Fractional Block 8, Weston and Hoffman's Addition to Elk Point; all of the vacated alley in Fractional Block 8, Weston and Hoffman's Addition to Elk Point; Fennel Tract 2 in the Southwest Quarter of the Northeast Quarter of Section 19, Township 91 North, Range 49, West of the 5th P.M.; all of the vacated Southeasterly 10 feet of Elm Street adjacent to said Fractional Block 8 extending from the Southwesterly line of said Fractional Block 8 extended Northwesterly to the Westerly line of said Fennel Tract 2; Lot Y in the Northwest Quarter of the Southeast Quarter of Section 19, Township 91 North, Range 49, West of the 5th P.M., City of Elk Point, all in Union County, South Dakota, according to the recorded plats thereof;

Parcel 3: Lot A in the Northeast Quarter of the Southeast Quarter of Section 19, Township 91 North, Range 49, West of the 5th P.M., City of Elk Point, all in Union County, South Dakota, according to the recorded plats thereof;

Parcel 4: Lots 9, 10, 11 and 12; and Lots 7 and 8, less the North 50 Feet thereof, all in Block 15, Weston and Hoffman's Addition, City of Elk Point, including the Southerly 12 Feet of the vacated alley traversing Block 15 adjacent thereto and including the East 10 Feet of vacated Pearl Street adjacent thereto, Union County, South Dakota, according to the recorded plat thereof; and

Parcel 5: The East 3 feet of the North 25 feet and the East 13 feet of the South 25 feet of the North 50 feet of Lot 8, Block 15, Weston and Hoffman's Addition, City of Elk Point, including the Southerly 12 Feet of the vacated alley traversing Block 15 adjacent thereto, Union County, South Dakota, according to the recorded plat thereof;

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Page 10 of 11

EXHIBIT B

TO

MORTGAGE

PERMITTED ENCUMBRANCES

Easement dated November 3, 1948, executed by James N. Fennel and Grace Fennel, to the Northwestern Bell Telephone Company, filed on March 14, 1949 at 1:00 p.m. and recorded in Book 14 of Miscellaneous on page 272. Covering a portion of Parcel 2 described as “Fennel Tract 2”.

Transmission Line Right-of-Way Easement dated February 6, 1967, executed by Della McClain to East River Electric Power Co-operative, Inc., filed on February 14, 1967 at 9:30 a.m. and recorded in Book 18 of Miscellaneous on page 54A. Covering portions of Parcels 1, 2 and 3 described as NW4SE4, 19-91-49.

That certain Mortgage One Hundred Day Redemption made by Mortgagor to Home Federal Bank of even date hereof, to be recorded with the Davison County Register of Deeds, which mortgage shall be subject to a Lender Parity Agreement between Home Federal Bank and the South Dakota Board of Economic Development.

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Exhibit 10.4

STATE OF SOUTH DAKOTA

BOARD OF ECONOMIC DEVELOPMENT

REVOLVING ECONOMIC DEVELOPMENT AND INITIATIVE FUND

(ARSD 68:02:01)

GUARANTY AGREEMENT

REDI Loan Number 11-04-A

GUARANTY AGREEMENT, made and entered into this 2 ^nd day of November, 2011, by and between the State of South Dakota, Board of Economic Development, 711 East Wells Avenue, Pierre, South Dakota 57501 (herein “BED”), and Manitex International, Inc. of 9725 Industrial Drive, Bridgeview, IL 60455, (herein the “Guarantor”).

WHEREAS, Manitex Load King, Inc. (the “Borrower”) made an application (the “Application”) dated May 17, 2011 for a loan from the Revolving Economic Development and Initiative Fund, for the purposes of Borrower’s business expansion or relocation in the State of South Dakota (the “Project”), as described with particularity in the Application and in the Loan Documents, which are by this reference incorporated herein,; and,

WHEREAS, the Application was approved by BED and the Borrower and BED entered into a certain Revolving Economic Development and Initiative Fund (“REDI”) Loan Agreement dated the date hereof (the “Loan Agreement”), whereby BED loaned to Borrower the sum of $857,500 together with interest thereon at 3% per annum, due and payable as set forth in the Promissory Note of even date, and pursuant to the terms and conditions of the other Loan Documents executed by Borrower and BED in connection with this Loan and Project, all pursuant to SDCL Chapter 1-33 and 1-16G, as amended, and ARSD Article 68:02 (the “BED Loan”); and,

WHEREAS, the Borrower also executed an Employment Agreement in favor of BED in connection with the BED Loan whereby the Borrower agreed to create and maintain jobs in connection with the Project and further agreed to pay certain damages if those jobs are not created and maintained (the “Employment Agreement”); and,

WHEREAS, BED has entered into a Loan Servicing Agreement with BankWest, Inc., a state chartered financial institution, of Pierre, South Dakota (BankWest), whereby BankWest will act as BED's agent for purposes of closing, funding, receiving payment and servicing the BED Loan with the Borrower, and under which BankWest may take any and all such action on behalf of BED consistent with the terms of the Loan Servicing Agreement and the Borrower’s BED Loan Documents; and,

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WHEREAS, part of the inducement and consideration for BED to make the BED Loan to Borrower is the Guarantor’s agreement to guarantee the Borrower’s repayment of the BED Loan and payment of any damages payable under the Employment Agreement as set forth in this Guaranty Agreement;

NOW, THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. In consideration of the approval of the BED Loan to Borrower as above described, and for the purpose of inducing BED to make the loan, Guarantor unconditionally guarantees to BED, subject to the terms and conditions set forth herein, the full and complete payment of the BED Loan, as and when the same becomes due and payable, whether by acceleration or otherwise, in accordance with the terms of the Loan Documents, copies of which have been provided to Guarantor, and receipt of which is hereby acknowledged. Guarantor further unconditionally guarantees to BED, subject to the terms and conditions set forth herein, the full and complete payment of any damages payable pursuant to the Employment Agreement.

2. This guaranty is an absolute and completed one and shall be a continuing one and no notice of any indebtedness already or hereafter contracted or acquired by BED or any renewal or extension of any thereof need be given to the Guarantor or any of them. Guarantor waives any notice of the incurring of liabilities by Borrower to BED as set forth in the Loan Documents, and hereby expressly waives demand, presentment, protest and notice of dishonor on any and all forms of such indebtedness, nonpayment, or other default with respect to the BED Loan and the Employment Agreement, and also notice of acceptance of this Guaranty Agreement.

3. Guarantor grants to BED, in its sole discretion and without notice to Guarantor, full power to:

a. Modify or otherwise change any of the terms of all or any part of the indebtedness owed by Borrower to BED, or the rate of interest thereon, but not to increase the principal amount of the Promissory Note to BED, except for those protective advances set forth in the Loan Documents. “Protective advances” are payments pursuant to the terms of the Loan Documents, for items such as insurance or taxes, made for the purpose of protecting the BED’s interests in the Collateral, which amounts are added to the principal amount due from the Borrower.

b. Grant any extension or renewal of, and any other indulgences with respect to the BED Loan and the Employment Agreement, and to effect any release, compromise, or settlement with respect to Borrower and the BED Loan or the Employment Agreement.

c. Enter into any agreement of forbearance with respect to all or any part of the BED Loan or the Employment Agreement, or with respect to all or any Collateral or Premises, and to change the terms of any such agreement.

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d. Consent to, or permit the substitution, exchange, or release of all or any part of the Collateral or security at any time mortgaged, hypothecated, or pledged by the Borrower, or any other person on behalf of the Borrower, whether or not the Collateral or security, if any, received by BED on any such substitution, exchange, or release shall be of the same or different character or value from the Collateral or security surrendered by BED.

The obligations of Guarantor pursuant to this Guaranty Agreement shall not be released, discharged, waived, or in any way affected, nor shall Guarantor have any rights or recourse against BED, by reason of any action BED may take or omit to take under the foregoing powers.

4. BED is expressly authorized to forward or deliver any or all Collateral and security which may at any time be placed with it by the Borrower or the Guarantor, or any other person, directly to the Borrower for collection and remittance or for credit, or to collect the same in any other manner and to exchange or surrender with or without consideration any or all of such Collateral and security without notice to the Guarantor and without in any manner affecting the absolute liability of the Guarantor hereunder. The liability of the Guarantor shall not be affected or impaired by any failure, neglect or omission on the part of BED to realize upon any such indebtedness of the Borrower to BED, or upon any Collateral, the Premises, or any other security for any or all such indebtedness, nor by the taking by BED of Collateral, Premises or security of any kind.

5. If the Borrower fails to pay all or any part of the BED Loan or damages arising under the Employment Agreement when due, according to the terms of the Promissory Note, the Employment Agreement and the other Loan Documents, whether at maturity, by acceleration, or otherwise, or if the Borrower fails to pay any liquidated damages due pursuant to the terms of the Employment Agreement, Guarantor shall immediately upon receipt of written demand from BED, pay to BED the amount due and unpaid by Borrower as aforesaid, in like manner as if such amount constituted the direct and primary obligation of the Guarantor. Guarantor also agrees to pay on demand reasonable attorney fees and BED’s costs and expenses incurred in collecting or compromising any claim against the Borrower, or in enforcing this Guaranty Agreement.

6. BED shall not be required before any demand on Guarantor pursuant to this Guaranty Agreement, to make any demand, or pursue or exhaust any of its rights or remedies against the Borrower or others with respect to the payment of the BED Loan, or to pursue or exhaust any of its rights or remedies against the Borrower or others with respect to the Collateral or Premises.

7. Guarantor has no right of subrogation whatsoever with respect to the payments made hereunder, the BED Loan or the Collateral or Premises, until such time as the BED Loan is paid in full.

8. Guarantor agrees to furnish to BED upon execution of this Guaranty Agreement, and annually thereafter, so long as any portion of the BED Loan to Borrower remains unpaid, such financial data as BED may in the exercise of it sole discretion request, including but not limited to a financial statement setting forth in reasonable detail the assets, liabilities and net worth of the Guarantor. Guarantor agrees to execute such authorizations for release of such information as BED may from time to time reasonably request. If Guarantor defaults in providing the financial

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information required by this section, then the Guarantor shall pay to BED the sum of $200 for each such default. This sum is intended by the parties and shall be considered and treated as liquidated damages due to BED, and not as a penalty. The parties specifically agree that due to the nature of the BED Loan to the Borrower, and the nature of this Guaranty Agreement, it is impracticable or extremely difficult to fix the actual damages resulting from the Guarantor’s breach of this provision of this Guaranty Agreement because failure to provide the information in a timely manner prevents BED from having complete and accurate data concerning its security for the BED Loan to Borrower, and it makes it difficult for BED to protect the continued viability of its revolving loan program.

9. This Guaranty Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota. Any lawsuit pertaining to or affecting this Guaranty Agreement shall be brought in Circuit Court in and for Hughes County, South Dakota, or, at BED’s option, any other court of the Unified Judicial System of the State of South Dakota. Each of the parties hereby irrevocably consents and submits to the jurisdiction of the courts of the Unified Judicial System of the State of South Dakota.

10. This Guaranty Agreement may not be amended except in writing, which writing shall be expressly identified as a part hereof or thereof, and which writing will be signed by an authorized representative of each of the parties.

11. In the event that any provision of this Guaranty Agreement shall be held unenforceable or invalid by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

12. Any required or permitted notice or other communication under this Guaranty Agreement shall be in writing and addressed as follows:

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Notices required or permitted under this Guaranty Agreement shall be given by and to the Commissioner, Governors Office of Economic Development and Mark Litton, Senior Vice President of BankWest on behalf of BED, and the Guarantor or                      on behalf of the Guarantor, or such authorized designees as either party may from time to time designate in writing. Any such notice or other communication, if mailed, shall be sent by registered or certified mail, return receipt requested. Notices or communications to or between the parties shall be deemed to have been delivered when mailed by registered or certified mail or, if personally delivered, when received by such party.

13. Terms used herein and defined in the Loan Agreement between Borrower and BED shall have the same meaning in this Guaranty Agreement unless the context clearly requires otherwise.

14. Time is of the essence in the performance of the covenants, terms and conditions contained in this Guaranty Agreement. This Guaranty Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective transferees, successors and assigns except that Guarantor may not assign or transfer its rights or obligations hereunder without prior written consent of BED.

IN WITNESS WHEREOF, Guarantor and BED have caused this Guaranty Agreement to be duly executed the date first above written.

NOTE: Corporate Guarantors must execute this Guaranty Agreement, in corporate name, by duly authorized officer, and seal must be affixed and duly attested.

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Exhibit 10.5

STATE OF SOUTH DAKOTA

BOARD OF ECONOMIC DEVELOPMENT

REVOLVING ECONOMIC DEVELOPMENT AND INITIATIVE FUND

(ARSD 68:02:01)

EMPLOYMENT AGREEMENT

REDI Loan Number 11-04-A

EMPLOYMENT AGREEMENT, made and entered into this 2nd day of November, 2011, by and between the State of South Dakota, Board of Economic Development, 711 Wells Avenue, Pierre, South Dakota 57501 (herein “BED”), and Manitex Load King, Inc., ( herein the “Borrower”).

WHEREAS, Borrower made an application (the “Application”) dated May 17, 2011 to BED for a loan from the Revolving Economic Development and Initiative Fund (REDI), for the purposes of Borrower’s business expansion or relocation in the State of South Dakota (the “Project”), as described with particularity in the Application and the BED Loan Documents, which are by this reference incorporated herein; and,

WHEREAS, the Application was approved by BED and the Borrower and BED entered into a certain Revolving Economic Development and Initiative Fund (REDI) Loan Agreement dated the 2nd day of November, 2011, (the “Loan Agreement”), whereby BED loaned to Borrower from the REDI Fund the sum of $857,500 together with interest thereon at 3% per annum, due and payable as set forth in the Promissory Note of even date, all pursuant to SDCL Chapter 1-33 and 1-16G, as amended, and ARSD Article 68:02 (the “BED Loan”); and,

WHEREAS, the BED Loan accrues interest at the rate of three percent per annum, which interest rate is below the prevailing rate available from commercial lending institutions at the time the BED Loan was made; and,

WHEREAS, part of the inducement and consideration for BED to make said BED Loan to Borrower is the Project’s creation of employment opportunities for South Dakota citizens, as set forth in the projections on Schedule A; and,

WHEREAS, Borrower has agreed to pay liquidated damages to BED in the event Borrower or the Project fails to meet the projections on Schedule A;

NOW, THEREFORE IT IS MUTUALLY AGREED AS FOLLOWS:

1. The parties specifically agree that due to the nature of the consideration for the BED Loan to the Borrower it is impracticable or extremely difficult to fix the actual damages resulting from the Borrower or the Project’s failure to meet the projections on Schedule A.

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2. The parties specifically agree that if the Project fails to meet the employment projections set forth in Schedule A, or if the nature of the Project substantially changes or the Project or business ceases operations or relocates from Elk Point, South Dakota, so that there is a loss of the employment created by the Project in that area of the State, within five years from the date of this Employment Agreement, then BED shall have the option upon sixty (60) days’ written notice to the Borrower do either or both of the following:

(a) Accelerate the Maturity Date of the Note such that the total indebtedness owed by the Borrower to BED under the Note, including principal and interest shall become immediately due and payable; and

(b) Require Borrower to pay BED, in addition to all amounts due pursuant to the Note and related Loan Documents, liquidated damages as calculated below. It is agreed that liquidated damages will be computed as follows:

Damages shall be an amount equal to the difference between the total interest paid on each payment date prior to the final payment of the BED Loan and on the final payment date (whether at maturity or upon prepayment) and the total interest that would have been paid on those dates had the BED Loan been made at 6.5% the current commercial rate at the time of this Employment Agreement, rather than 3% the interest rate at which BED made the BED Loan to Borrower. By way of example, if BED demands such liquidated damages five years after the date of the Loan Agreement, and each monthly installment payment and the final payment on the BED Loan shall have been made when due without prepayment, and if no default exists, then the damages due and owing to BED will be $98,257.20.

(c). Borrower may, but is not required to, petition BED to waive, alter or extend Borrower’s obligation to create employment opportunities in connection with the Project. BED may grant or deny any such petition in its sole and exclusive discretion. BED may enforce the terms of this Agreement by giving the notice described above even if a petition is pending before it.

3. This Employment Agreement is made in consideration of the BED Loan.

4. This Employment Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota. Any lawsuit pertaining to or affecting this Employment Agreement shall be brought in Circuit Court in and for Hughes County, South Dakota, or, at BED’s option, any other court of the Unified Judicial System of the State of South Dakota. Each of the parties hereby irrevocably consents and submits to the jurisdiction of the courts of the Unified Judicial System of the State of South Dakota.

5. This Employment Agreement may not be modified or amended except by mutual consent expressed in writing, which writing shall be expressly identified as a part hereof, and which writing shall be signed by an authorized representative of each of the parties hereto.

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6. Any notice provided for herein shall be deemed given when transmitted as provided in Section 13 of the Loan Agreement.

7. The covenants in this Employment Agreement shall be deemed to be severable; in the event that any portion of this Employment Agreement is determined to be void or unenforceable, that determination shall not affect the validity of the remaining portions of the Employment Agreement.

8. Terms used herein and defined in the Loan Agreement shall have the same meaning as set forth in the Loan Agreement unless the context clearly requires otherwise.

9. Time is of the essence in the performance of the covenants, terms and conditions contained in this Employment Agreement. This Employment Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective transferees, successors and assigns except that the Borrower may not assign or transfer it rights under the Loan Documents without prior written consent of BED.

Dated this 2 day of November, 2011 .

NOTE: Corporate Borrowers must execute Loan Agreement, in corporate name, by duly authorized officer, and seal must be affixed and duly attested; Limited Liability Company Borrowers must execute Loan Agreement by duly authorized Manager or by all members; Partnership Borrowers must execute Loan Agreement in firm name, together with signature of an authorized general partner.

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4

PROMISSORY NOTE

(Commercial—Single Advance)

DATE AND PARTIES. The date of this Promissory Note (Note) is November 2, 2011. The parties and their addresses are:

LENDER:

HOME FEDERAL BANK

225 S MAIN AVE

SIOUX FALLS, SD 57104

Telephone: (605) 336-2470

BORROWER:

MANITEX LOAD KING, INC.

a Michigan Corporation

701 E ROSE STREET

ELK POINT, SD 57025

1. DEFINITIONS. As used in this Note, the terms have the following meanings:

A. Pronouns. The pronouns “I,” “me,” and “my” refer to each Borrower signing this Note, individually and together. “You” and “Your” refer to the Lender.

B. Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note.

C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such as applications, security agreements, disclosures or notes, and this Note.

D. Loan Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan.

E. Property. Property is any property, real or personal, that secures my performance of the obligations of this Loan.

F. Percent. Rates and rate change limitations are expressed as annualized percentages.

G. Dollar Amounts. All dollar amounts will be payable in lawful money of the United States of America.

2. PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, the principal sum of $857,500.00 (Principal) plus interest from November 2, 2011 on the unpaid Principal balance until this Note matures or this obligation is accelerated.

3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 6.000 percent (Interest Rate) until November 2, 2016, after which time it may change as described in the Variable Rate subsection.

A. Interest After Default. If you declare a default under the terms of the Loan, including for failure to pay in full at maturity, you may increase the Interest Rate otherwise payable as described in this section. In such event, interest will accrue on the unpaid Principal balance of this Note at a rate equal to the rate in effect prior to default, plus 3.000 percent, for so long as such default continues or is waived.

B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note will be limited to the maximum lawful amount of interest allowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me.

C. Statutory Authority. The amount assessed or collected on this Note is authorized by the South Dakota usury laws under S.D. Codified Laws Ann. §§ 54-3-13 and 54-3-14.

D. Accrual. Interest accrues using an Actual/360 days counting method.

E. Variable Rate. The Interest Rate may change during the term of this transaction.

(1) Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: Monthly average yield on 5 year Constant Maturity of U.S. Treasury Securities.

The Current Index is the most recent index figure available on each Change Date. You do not guaranty by selecting this Index, or the margin, that the Interest Rate on this Note will be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar index. You will give me notice of your choice.

(2) Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change November 2, 2016 and every 5 years thereafter.

(3) Calculation Of Change. On each Change Date you will calculate the Interest Rate, which will be the Current Index plus 3.750 percent. The result of this calculation will be rounded up to the nearest .001 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new Interest Rate will become effective on each Change Date. The Interest Rate and other charges on this Note will never exceed the highest rate or charge allowed by law for this Note.

(4) Limitations. The Interest Rate changes are subject to the following limitations:

(a) Lifetime. The Interest Rate will never be less than 5.000 percent.

(5) Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments will change.

4. ADDITIONAL CHARGES. As additional consideration, I agree to pay, or have paid, these additional fees and charges.

A. Nonrefundable Fees and Charges. The following fees are earned when collected and will not be refunded if I prepay this Note before the scheduled maturity date.

UCC Filing. A(n) UCC Filing fee of $42.00 payable from separate funds on or before today’s date.

Title Insurance. A(n) Title Insurance fee of $2,176.56 payable from separate funds on or before today’s date.

Recording—Mortgage. A(n) Recording—Mortgage fee of $76.00 payable from separate funds on or before today’s date.

Loan Fee. A(n) Loan Fee fee of $5,000.00 payable from separate funds on or before today’s date.

Lien Search. A(n) Lien Search fee of $35.00 payable from separate funds on or before today’s date.

Flood Cert. A(n) Flood Cert fee of $42.00 payable from separate funds on or before today’s date.

Certificate of Standing. A(n) Certificate of Standing fee of $20.00 payable from separate funds on or before today’s date.

Appraisal. A(n) Appraisal fee of $4,500.00 payable from separate funds on or before today’s date.

5. REMEDIAL CHARGES. In addition to interest or other finance charges, I agree that I will pay these additional fees based on my method and pattern of payment. Additional remedial charges may be described elsewhere in this Note.

A. Late Charge. If a payment is more than 10 days late, I will be charged 4.000 percent of the Amount of Payment. I will pay this late charge promptly but only once for each late payment.

6. PAYMENT. I agree to pay this Note in 120 payments. This Note is amortized over 240 payments. A payment of $6,186.57 will be due December 2, 2011, and on the 30th day of each month thereafter. I will make 60 scheduled payments of this amount. The scheduled payment amount may then change every 60 payments thereafter. Changes in the Interest Rate will not affect the scheduled payment amount during these periods. With each scheduled payment change the payment amount will be adjusted to reflect changes in the Interest Rate during the remaining term of this Note. In addition, changes to the scheduled payment amounts are subject to changes in the Interest Rate as described in the Variable Rate subsection of this Note. A final payment of the entire unpaid balance of Principal and interest will be due November 2, 2021.

Payments will be rounded to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead, be made on the last day of such month.

If the amount of a scheduled payment does not equal or exceed interest accrued during the payment period the unpaid portion will be added to, and will be payable with, the next scheduled payment.

Each payment I make on this Note will be applied first to interest that is due then to principal that is due, and finally to any charges that I owe other than principal and interest. If you and I agree to a different application of payments, we will describe our agreement on this Note. You may change how

payments are applied in your sole discretion without notice to me. The actual amount of my final payment will depend on my payment record.

7. PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full.

8. LOAN PURPOSE. The purpose of this Loan is REFINANCE TEREX.

9. ADDITIONAL TERMS. BORROWER SHALL PROVIDE LENDER WITH ANNUAL FINANCIAL STATEMENTS WITHOUT FOOTNOTES.

10. SECURITY. The Loan is secured by separate security instruments prepared together with this Note as follows:

11. DEFAULT. I will be in default if any of the following events (known separately and collectively as an Event of Default) occur:

A. Payments. I fail to make a payment in full within 15 days of when due.

B. Insolvency or Bankruptcy. The dissolution or appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Note or any other obligations I have with you which is not stayed or dismissed within 60 days.

C. Business Termination. I dissolve, reorganize, end my business or existence.

D. New Organizations. Without your written consent, I merge into, or consolidate with an entity; materially change my legal structure.

E. Failure to Perform. I fail, in a material manner, to perform any condition or to keep any promise or covenant of this Note which failure continues for a period of 15 days after notice by you of such failure.

F. Other Documents. A default occurs under the terms of any other Loan Documents and such default continues for a period of 15 days.

G. Other Agreements. I am in default on any other debt or agreement I have with you.

H. Misrepresentation. I make any written statement or provide any financial information that is materially untrue, inaccurate, or conceals a material fact at the time it is made or provided.

I. Judgment. I fail to satisfy or appeal any judgment against me in excess of $500,000.

J. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.

K. Name Change. I change my name without notifying you and you suffer a loss as a result of such failure.

L. Property Transfer. I transfer all or a substantial part of my property.

M. Property Value. You determine in good faith that the value of the Property is materially impaired.

N. Material Change. I will notify you if there is a material change in the ownership of my business.

12. DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the entire balance of this Note to be immediately due and payable upon the creation of, or contract for the creation of, any material lien, encumbrance, transfer or sale of all or any part of the Property except any lien created in connection with borrowings from the State of South Dakota Board of Economic Development or Comerica. This right is subject to the restrictions imposed by federal law (12 C.F.R. 591), as applicable.

13. WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment and demand.

A. Additional Waivers By Borrower. In addition, I, and any party to this Note and Loan, to the extent permitted by law, consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to this Note.

(1) You may renew or extend payments on this Note, regardless of the number of such renewals or extensions.

(2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer.

(3) You may release, substitute or impair any Property securing this Note.

(4) You, or any institution participating in this Note, may invoke your right of set-off.

(5) You may enter into any sales, repurchases or participations of this Note to any person in any amounts and I waive notice of such sales, repurchases or participations.

(6) I agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument securing or relating to this Note (other than the guaranty).

(7) I agree that you may inform any party who guarantees this Loan of any Loan accommodations, renewals, extensions, modifications, substitutions or future advances.

B. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in this Note, or any other Loan Document, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you.

14. REMEDIES. After I default, and the expiration of a 30 day cure period, you may at your option do any one or more of the following.

A. Acceleration. You may make all or any part of the amount owing by the terms of this Note immediately due.

B. Sources. You may use any and all remedies you have under state or federal law or in any Loan Document.

C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on my default.

D. Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due and may be added to the balance owing under the terms of this Note, and accrue interest at the highest post-maturity interest rate.

E. Set-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Note against any right I have to receive money from you.

My right to receive money from you includes any deposit or share account balance I have with you; any money owed to me on an item presented to you or in your possession for collection or exchange; and any repurchase agreement or other non-deposit obligation. “Any amount due and payable under the terms of this Note” means the total amount to which you are entitled to demand payment under the terms of this Note at the time you set-off.

Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay this Note, your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement.

Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account.

You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off.

F. Waiver. Except as otherwise required by law, by choosing any one or more of these remedies you do not give up your right to use any other remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again.

15. COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after the occurrence of an Event of Default, and the expiration of a 30 day cure period, to the extent permitted by law, I agree to pay all expenses of collection, enforcement or protection of your rights and remedies under this Note or any other Loan Document. Expenses include, but are not limited to, court costs and other legal expenses, including any reasonable attorney’s fees if allowed by law. These expenses are due and payable immediately. If not paid immediately, these expenses will bear interest from the date of payment until paid in full at the highest interest rate in effect as provided for in the terms of this Note. All fees and expenses will be secured by the Property I have granted to you, if any. In addition, to the extent permitted by the United States Bankruptcy Code, I agree to pay the reasonable attorneys’ fees incurred by you to protect your rights and interests in connection with any bankruptcy proceedings initiated by or against me.

16. COMMISSIONS. I understand and agree that you (or your affiliate) will earn commissions or fees on any insurance products, and may earn such fees on other services that I buy through you or your affiliate.

17. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and representations which will continue as long as this Note is in effect:

A. Power. I am in good standing in South Dakota. I have the power and authority to enter into this transaction and to carry on my business or activity as it is now being conducted and, as applicable, am qualified to do so in South Dakota.

B. Authority. The execution, delivery and performance of this Note and the obligation evidenced by this Note are within my powers, have been duly

authorized, have received all necessary governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any agreement to which I am a party or to which I am or any of my Property is subject.

C. Name and Place of Business. Other than previously disclosed in writing to you I have not changed my name or principal place of business within the last 2 years and have not used any other trade or fictitious name in the last 2 years. I will preserve my existing name, trade names and franchises.

18. INSURANCE. I agree to obtain the insurance described in this Loan Agreement.

A. Property Insurance. I will insure or retain insurance coverage on the Property and abide by the insurance requirements of any security instrument securing the Loan.

B. Flood Insurance. Flood insurance is not required at this time. It may be required in the future should the property be included in an updated flood plain map. If required in the future, I may obtain flood insurance from anyone I want that is reasonably acceptable to you.

C. Insurance Warranties. I agree to purchase any insurance coverages that are, in the amounts that, in my judgment are reasonably prudent. I will provide you with continuing proof of coverage. I will have the insurance company name you as loss payee on any insurance policy. You will apply the insurance proceeds toward what I owe you on the outstanding balance. I agree that if the insurance proceeds do not cover the amounts I still owe you, I will pay the difference. I will keep the insurance until all debts secured by this agreement are paid.

19. APPLICABLE LAW. This Note is governed by the laws of South Dakota, the United States of America, and to the extent required, by the laws of the jurisdiction where the Property is located, except to the extent such state laws are preempted by federal law.

20. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay the Loan is independent of the obligation of any other person who has also agreed to pay it. You may sue me alone, or anyone else who is obligated on the Loan, or any number of us together, to collect the Loan. Extending the Loan or new obligations under the Loan, will not affect my duty under the Loan and I will still be obligated to pay the Loan. This Note shall inure to the benefit of and be enforceable by you and your successors and assigns and shall be binding upon and enforceable against me, my successors, heirs and assigns.

21. AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note is effective unless made in writing and executed by you and me. This Note and the other Loan Documents are the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. No present or future agreement securing any other debt I owe you will secure the payment of this Loan if, with respect to this loan, you fail to fulfill any necessary requirements or limitations of Sections 19(a), 32 or 35 of Regulation Z or if, as a result, this Loan would become subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007.

me. I agree to assume all costs including by way of illustration and not limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with your requests within thirty (30) days.

26. SIGNATURES. By signing under seal, I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note.

Exhibit 10.7

This document was prepared by

LOAN OPERATIONS, HOME FEDERAL

BANK-LOAN OPERATIONS, PO BOX

5000, SIOUX FALLS, SD 57117-

5000, (605) 333-7603

MORTGAGE ONE HUNDRED EIGHTY DAY REDEMPTION

DATE AND PARTIES. The date of this Mortgage (Security Instrument) is November 2, 2011. The parties and their addresses are:

MORTGAGOR:

MANITEX LOAD KING, INC.

A Michigan Corporation

701 E ROSE STREET

ELK POINT, SD 57025

LENDER:

HOME FEDERAL BANK

Organized and existing under the laws of the United States of America

225 S MAIN AVE

SIOUX FALLS, SD 57104

1. CONVEYANCE. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, and to secure the Secured Debts and Mortgagor’s performance under this Security Instrument, Mortgagor does hereby grant, bargain, convey and mortgage to Lender, the following described property:

PARCEL 1: LOAD KING TRACT 1 AND 2, BLOCKS 20 AND 19, WESTON AND HOFFMAN’S ADDITION TO ELK POINT, ALL OF VACATED WOOD STREET IN ELK POINT LYING NORTHEASTERLY OF THE RAILROAD RIGHT-OF-WAY OF THE SOUTH DAKOTA RAILROAD AUTHORITY; ALL OF VACATED HIGH STREET IN ELK POINT LYING SOUTHEASTERLY OF ELM STREET; BLOCK 18, WESTON AND HOFFMAN’S ADDITION TO ELK POINT; ALL OF VACATED ALLEY IN BLOCK 18, WESTON AND HOFFMAN’S ADDITION TO ELK POINT; ALL OF THE VACATED SOUTHEASTERLY 10 FEET OF ELM STREET ADJACENT TO AND BETWEEN SAID LOAD KING TRACT 1 AND SAID BLOCK 18 EXTENDING FROM THE SOUTHWESTERLY LINE OF SAID LOAD KING TRACT 1 EXTENDED NORTHWESTERLY TO THE NORTHEASTERLY LINE OF SAID BLOCK 18 EXTENDED NORTHWESTERLY; ALL OF FRACTIONAL BLOCK 55, WESTON AND HOFFMAN’S ADDITION TO ELK POINT; AND LOT X IN THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 19, TOWNSHIP 91 NORTH, RANGE 49, WEST OF THE 5TH P.M., CITY OF ELK POINT, ALL IN UNION COUNTY, SOUTH DAKOTA, ACCORDING TO THE RECORDED PLAT THEREOF;

PARCEL 5: THE EAST 3 FEET OF THE NORTH 25 FEET AND THE EAST 13 FEET OF THE SOUTH 25 FEET OF THE NORTH 50 FEET OF LOT 8, BLOCK 15, WESTON AND HOFFMAN’S ADDITION, CITY OF ELK POINT, INCLUDING THE SOUTHERLY 12 FEET OF THE VACATED ALLEY TRAVERSING BLOCK 15 ADJACENT THERETO, UNION COUNTY, SOUTH DAKOTA, ACCORDING TO THE RECORDED PLAT THEREOF.

The property is located in UNION County at 701-702 E ROSE STREET, ELK POINT, South Dakota 57025.

Together with all rights, easements, appurtenances, royalties, mineral rights, oil and gas rights, all water and riparian rights, wells, ditches and water stock, crops, timber, all diversion payments or third party payments made to crop producers and all existing and future improvements, structures, fixtures, and replacements that may now, or at any time in the future, be part of the real estate described (all referred to as Property). This Security Instrument will remain in effect until the Secured Debts and all underlying agreements have been terminated in writing by Lender.

2. MAXIMUM OBLIGATION LIMIT. The total principal amount secured by this Security Instrument at any one time and from time to time will not exceed $857,500.00. Any limitation of amount does not include interest and other fees and charges validly made pursuant to this Security Instrument. Also, this limitation does not apply to advances made under the terms of this Security Instrument to protect Lender’s security and to perform any of the covenants contained in this Security Instrument.

3. SECURED DEBTS. The term “Secured Debts” includes and this Security Instrument will secure each of the following:

A. Specific Debts. The following debts and all extensions, renewals, refinancings, modifications and replacements.A promissory note or other agreement, No. 9549593, dated November 2, 2011, from Mortgagor to Lender, with a loan amount of $857,500.00 and maturing on November 2, 2021.

B. All Debts. All present and future debts from Mortgagor to Lender, even if this Security Instrument is not specifically referenced, or if the future debt is unrelated to or of a different type than this debt. If more than one person signs this Security Instrument, each agrees that it will secure debts incurred either individually or with others who may not sign this Security Instrument. Nothing in this Security Instrument constitutes a commitment to make additional or future loans or

advances. Any such commitment must be in writing. In the event that Lender fails to provide any required notice of the right of rescission, Lender waives any subsequent security interest in the Mortgagor’s principal dwelling that is created by this Security Instrument. This Security Instrument will not secure any debt for which a non-possessory, non-purchase money security interest is created in “household goods” in connection with a “consumer loan,” as those terms are defined by federal law governing unfair and deceptive credit practices. This Security Instrument will not secure any debt for which a security interest is created in “margin stock” and Lender does not obtain a “statement of purpose,” as defined and required by federal law governing securities. This Security Instrument will not secure any other debt if Lender fails, with respect to that other debt, to fulfill any necessary requirements or limitations of Sections 19(a), 32, or 35 of Regulation Z.

C. Sums Advanced. All sums advanced and expenses incurred by Lender under the terms of this Security Instrument.

4. PAYMENTS. Mortgagor agrees that all payments under the Secured Debts will be paid when due and in accordance with the terms of the Secured Debts and this Security Instrument.

5. WARRANTY OF TITLE. Mortgagor warrants that Mortgagor is or will be lawfully seized of the estate conveyed by this Security Instrument and has the right to grant, bargain, convey, sell and mortgage the Property. Mortgagor also warrants that the Property is unencumbered, except for encumbrances of record and except for security interests granted to the State of South Dakota Board of Economic Development or Comerica.

6. PRIOR SECURITY INTERESTS. With regard to any other mortgage, deed of trust, security agreement or other lien document that created a prior security interest or encumbrance on the Property, Mortgagor agrees:

A. To make all payments when due and to perform or comply with all covenants.

B. To promptly deliver to Lender any notices that Mortgagor receives from the holder.

C. Not to allow any modification or extension of, nor to request any future advances under any note or agreement secured by the lien document without Lender’s prior written consent except for transactions with the State of South Dakota Board of Economic Development or Comerica.

7. CLAIMS AGAINST TITLE. Mortgagor will pay all taxes, assessments, liens, encumbrances, lease payments, ground rents, utilities, and other charges relating to the Property when due. Lender may require Mortgagor to provide to Lender copies of all notices that such amounts are due and the receipts evidencing Mortgagor’s payment. Mortgagor will defend title to the Property against any claims that would impair the lien of this Security Instrument. Mortgagor agrees to assign to Lender, as requested by Lender, any material rights, claims or defenses Mortgagor may have against parties who supply labor or materials to maintain or improve the Property.

8. DUE ON SALE OR ENCUMBRANCE. Lender may, at its option, declare the entire balance of the Secured Debt to be immediately due and payable upon the creation of, or contract for the creation of, any material lien, encumbrance, of all or any part of the Property except those created in favor of the State of South Dakota Board of Economic Development or Comerica or upon sixty (60) days’ notice to Mortgagor upon transfer or sale of all or any part of the Property. This right is subject to the restrictions imposed by federal law (12 C.F.R. 591), as applicable.

9. TRANSFER OF AN INTEREST IN THE MORTGAGOR. If Mortgagor is an entity other than a natural person (such as a corporation, partnership, limited liability company or other organization), Lender may demand immediate payment if:

A. There is a change in ownership of more than 50 percent of the voting stock of a corporation, partnership, limited liability company or similar entity.

However, Lender may not demand payment in the above situation if it is prohibited by law as of the date of this Security Instrument.

10. WARRANTIES AND REPRESENTATIONS. Mortgagor makes to Lender the following warranties and representations which will continue as long as this Security Instrument is in effect:

A. Power. Mortgagor is in good standing in South Dakota. Mortgagor has the power and authority to enter into this transaction and to carry on Mortgagor’s business or activity as it is now being conducted and, as applicable, is qualified to do so in each jurisdiction in which Mortgagor is required by law to be qualified.

B. Authority. The execution, delivery and performance of this Security Instrument and the obligation evidenced by this Security Instrument are within Mortgagor’s powers, have been duly authorized, have received all necessary governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any agreement to which Mortgagor is a party or to which Mortgagor is or any of Mortgagor’s property is subject.

C. Name and Place of Business. Other than previously disclosed in writing to Lender, Mortgagor has not changed Mortgagor’s name or principal place of business within the last 2 years and has not used any other trade or fictitious name within the last 2 years. Mortgagor will preserve Mortgagor’s existing name, trade names and franchises.

11. PROPERTY CONDITION, ALTERATIONS AND INSPECTION. Mortgagor will keep the Property in good condition and make all repairs that are reasonably necessary. Mortgagor will not commit or allow any waste, impairment, or deterioration of the Property to the extent it is required in Mortgagor’s business. Mortgagor agrees that the nature of the occupancy and use will not substantially change without Lender’s prior written consent. Mortgagor will not permit any change in any license, restrictive covenant or easement on the Property without Lender’s prior written consent. Mortgagor will notify Lender of all demands, proceedings, claims, and actions against Mortgagor, and of any loss or damage to the Property.

No portion of the Property will be removed, demolished or materially altered without Lender’s prior written consent except that Mortgagor has the right to remove items of personal property comprising a part of the Property that become worn or obsolete, and or not used in Mortgagor’s business. Any such replacement of personal property will be deemed subject to the security interest created by this Security Instrument. Mortgagor will not partition or subdivide the Property without Lender’s prior written consent.

Lender or Lender’s agents may, at Lender’s option, enter the Property at any reasonable time for the purpose of inspecting the Property. Lender will give Mortgagor notice at the time of or before an inspection specifying a reasonable purpose for the inspection. Any inspection of the Property will be entirely for Lender’s benefit and Mortgagor will in no way rely on Lender’s inspection.

12. AUTHORITY TO PERFORM. If Mortgagor fails in a material manner to perform any duty or any of the covenants contained in this Security Instrument, Lender may, without notice, perform or cause them to be performed. Lender’s right to perform for Mortgagor will

not create an obligation to perform, and Lender’s failure to perform will not preclude Lender from exercising any of Lender’s other rights under the law or this Security Instrument. If any construction on the Property is discontinued or not carried on in a reasonable manner, Lender may take all steps necessary to protect Lender’s security interest in the Property, including completion of the construction.

13. ASSIGNMENT OF LEASES AND RENTS. Mortgagor assigns, grants, bargains, conveys and mortgages to Lender as additional security all the right, title and interest in the following (Property).

A. Existing or future leases, subleases, licenses, and any other written or verbal agreements for the use and occupancy of the Property, including but not limited to any extensions, renewals, modifications or replacements (Leases).

B. Rents, issues and profits, including but not limited to security deposits, minimum rents, percentage rents, additional rents, common area maintenance charges, parking charges, liquidated damages following default, cancellation premiums, “loss of rents” insurance, guest receipts, revenues, royalties, proceeds, bonuses, accounts, contract rights, general intangibles, and all rights and claims which Mortgagor may have that in any way pertain to or are on account of the use or occupancy of the whole or any part of the Property (Rents).

In the event any item listed as Leases or Rents is determined to be personal property, this Assignment will also be regarded as a security agreement. Mortgagor will promptly provide Lender with copies of the Leases and will certify these Leases are true and correct copies. The existing Leases will be provided on execution of the Assignment, and all future Leases and any other information with respect to these Leases will be provided immediately after they are executed. Mortgagor may collect, receive, enjoy and use the Rents so long as Mortgagor is not in default. Upon default, Mortgagor will receive any Rents in trust for Lender and Mortgagor will not commingle the Rents with any other funds. When Lender so directs, Mortgagor will endorse and deliver any payments of Rents from the Property to Lender. Amounts collected will be applied at Lender’s discretion to the Secured Debts, the costs of managing, protecting and preserving the Property, and other necessary expenses. Mortgagor agrees that this Security Instrument is immediately effective between Mortgagor and Lender. As long as this Assignment is in effect, Mortgagor warrants and represents that no default exists under the Leases, and the parties subject to

the Leases have not violated any applicable law on leases, licenses and landlords and tenants. Mortgagor, at its sole cost and expense, will keep, observe and perform, and require all other parties to the Leases to comply with the Leases and any applicable law. If Mortgagor or any party to the Lease defaults or fails to observe any applicable law, Mortgagor will promptly notify Lender. If Mortgagor neglects or refuses to enforce compliance with the terms of the Leases, then Lender may, at Lender’s option, enforce compliance. Mortgagor will not sublet, modify, extend, cancel, or otherwise alter the Leases, or accept the surrender of the Property covered by the Leases (unless the Leases so require) without Lender’s consent. Mortgagor will not assign, compromise, subordinate or encumber the Leases and Rents other than to the South Dakota Board of Economic Development or Comerica without Lender’s prior written consent. Lender does not assume or become liable for the Property’s maintenance, depreciation, or other losses or damages when Lender acts to manage, protect or preserve the Property, except for losses and damages due to Lender’s gross negligence or intentional torts. Otherwise, Mortgagor will indemnify Lender and hold Lender harmless for all liability, loss or damage that Lender may incur when Lender opts to exercise any of its remedies against any party obligated under the Leases.

14. DEFAULT. Mortgagor will be in default if any of the following events (known separately and collectively as an Event of Default) occur:

A. Payments. Mortgagor fails to make a payment in full within 15 days of when due.

B. Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against Mortgagor, Borrower, or any co-signer, endorser, surety or guarantor of this Security Instrument or any other obligations Borrower has with Lender which is not stayed or dismissed within 60 days.

C. Business Termination. Mortgagor dissolves, reorganizes, or ends its business or existence.

D. Failure to Perform. Mortgagor fails, in a material manner, to perform any condition or to keep any promise or covenant of this Security Instrument which failure continues for a period of 15 days after notice by you of such failure.

E. Other Documents. A default occurs under the terms of any other document relating to the Secured Debts.

F. Other Agreements. Mortgagor is in default on any other debt or agreement Mortgagor has with Lender.

G. Misrepresentation. Mortgagor makes any written statement or provides any financial information that is materially untrue, inaccurate, or conceals a material fact at the time it is made or provided.

H. Judgment. Mortgagor fails to satisfy or appeal any judgment against Mortgagor in excess of $500,000.

I. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.

J. Name Change. Mortgagor changes Mortgagor’s name without notifying Lender and Lender suffers a loss as a result of such failure.

K. Property Transfer. Mortgagor transfers all or a substantial part of Mortgagor’s money or property. This condition of default, as it relates to the transfer of the Property, is subject to the restrictions contained in the DUE ON SALE section.

L. Property Value. Lender determines in good faith that the value of the Property is materially impaired.

M. Material Change. If Mortgagor fails to notify Lender, there is a material change in the ownership of Mortgagor’s business.

15. REMEDIES. On or after the occurrence of an Event of Default, and the expiration of a 30 day cure period, Lender may use any and all remedies Lender has under state or federal law or in any document relating to the Secured Debts. Any amounts advanced on Mortgagor’s behalf will be immediately due and may be added to the balance owing under the Secured Debts. Lender may make a claim for any and all insurance benefits or refunds that may be available on Mortgagor’s default.

Subject to any right to cure, required time schedules or any other notice rights Mortgagor may have under federal and state law, Lender may make all or any part of the amount owing by the terms of the Secured Debts immediately due and foreclose this Security Instrument in a manner provided by law upon the occurrence of an Event of Default or anytime thereafter.

All remedies are distinct, cumulative and not exclusive, and Lender is entitled to all remedies provided at law or equity, whether or not expressly set forth. The acceptance by Lender of any sum in payment or partial payment on the Secured Debts after the balance is due or is accelerated or after foreclosure proceedings are filed will not constitute a waiver of Lender’s right to require full and complete cure of any existing default. By not exercising any remedy, Lender does not waive Lender’s right to later consider the event a default if it continues or happens again.

16. REDEMPTION PERIOD. THE PARTIES AGREE THAT THE PROVISIONS OF THE ONE HUNDRED EIGHTY DAY REDEMPTION MORTGAGE ACT GOVERN THIS MORTGAGE. The period of redemption from the recording of the certificate of sale shall be one hundred eighty days. Any agreement to extend the redemption period must be in writing.

17. COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after the occurrence of an Event of Default including in the case of foreclosure, to the extent permitted by law, Mortgagor agrees to pay all expenses of collection, enforcement or protection of Lender’s rights and remedies under this Security Instrument or any other document relating to the Secured Debts. Mortgagor agrees to pay expenses for Lender to inspect and preserve the Property and for any recordation costs of releasing the Property from this Security Instrument. Expenses include, but are not limited to, reasonable attorneys’ fees when you are a “regulated lender” under S.D.C.L. Section 54-3-14, as amended, court costs and other legal expenses and actual disbursements necessarily incurred. These expenses are due and payable immediately. If not paid immediately, these expenses will bear interest from the date of payment until paid in full at the highest interest rate in effect as provided for in the terms of the Secured Debts. In addition, to the extent permitted by the United States Bankruptcy Code, Mortgagor agrees to pay the reasonable attorneys’ fees incurred by Lender to protect Lender’s rights and interests in connection with any bankruptcy proceedings initiated by or against Mortgagor.

18. RECEIVERSHIP. In the case of foreclosure, at any time after the commencement of an action of foreclosure or at any time after the commencement of foreclosure by advertisement, or during any period of redemption, Lender is authorized to appoint a receiver to take possession of the Property if the Property has been abandoned, or to have a receiver appointed by the court. The receiver shall take immediate possession of the above described Property, and of all the rents or profits that accrue from it and to rent or cultivate the same as the receiver may deem best for the interest of all parties concerned.

19. DEFICIENCY. In the case of foreclosure, if the net proceeds of a foreclosure sale are less than the total debt remaining to be paid, Mortgagor agrees to pay to the holder of the mortgage any deficiency.

20. REDUCTION OF REDEMPTION PERIOD. In case of a foreclosure by action, the holder of the certificate of sale may apply to the court for reduction of the redemption period, if the Property has been abandoned by Mortgagor. If, after notice to the party(ies) as the court directs, the court finds the Property has been abandoned, the redemption period may be reduced. The redemption period may not be reduced to less than 60 days from the date of the recording of the certificate of sale.

21. ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES. As used in this section, (1) Environmental Law means, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, 42 U.S.C. 9601 et seq.), all other federal, state and local laws, regulations, ordinances, court orders, attorney general opinions or interpretive letters concerning the public health, safety, welfare, environment or a hazardous substance; and (2) Hazardous Substance means any toxic, radioactive or hazardous material, waste, pollutant or contaminant which has characteristics which render the substance dangerous or potentially dangerous to the public health, safety, welfare or environment. The term includes, without limitation, any substances defined as “hazardous material,” “toxic substance,” “hazardous waste,” “hazardous substance,” or “regulated substance” under any Environmental Law.

Mortgagor represents, warrants and agrees that to the best of its knowledge:

A. Except as previously disclosed and acknowledged in writing to Lender, no Hazardous Substance has been, is, or will be located, transported, manufactured, treated, refined, or handled by any person on, under or about the Property, except in the ordinary course of business and in compliance with all applicable Environmental Law.

B. Except as previously disclosed and acknowledged in writing to Lender, Mortgagor has not and will not cause, contribute to, or permit the release of any Hazardous Substance on the Property.

C. Mortgagor will immediately notify Lender if (1) a release of Hazardous Substance occurs on, under or about the Property or migrates or threatens to migrate from nearby property; or (2) there is a violation of any Environmental Law concerning the Property. In such an event, Mortgagor will take all necessary remedial action in accordance with Environmental Law.

D. Except as previously disclosed and acknowledged in writing to Lender, Mortgagor has no knowledge of or reason to believe there is any pending or threatened investigation, claim, or proceeding of any kind relating to (1) any Hazardous Substance located on, under or about the Property; or (2) any violation by Mortgagor or any tenant of any Environmental Law. Mortgagor will immediately notify Lender in writing as soon as Mortgagor has reason to believe there is any such pending or threatened investigation, claim, or proceeding. In such an event, Lender has the right, but not the obligation, to participate in any such proceeding including the right to receive copies of any documents relating to such proceedings.

E. Except as previously disclosed and acknowledged in writing to Lender, Mortgagor will remain in full compliance with any applicable Environmental Law.

F. Except as previously disclosed and acknowledged in writing to Lender, there are no underground storage tanks, private dumps or open wells located on or under the Property and no such tank, dump or well will be added unless Lender first consents in writing.

G. Mortgagor will regularly inspect the Property, monitor the activities and operations on the Property, and confirm that all permits, licenses or approvals required by any applicable Environmental Law are obtained and complied with.

H. Mortgagor will permit, or cause any tenant to permit, Lender or Lender’s agent to enter and inspect the Property and review all records at any reasonable time and on reasonable notice to determine (1) the existence, location and nature of any Hazardous Substance on, under or about the Property; (2) the existence, location, nature, and magnitude of any Hazardous Substance that has been released on, under or about the Property; or (3) whether or not Mortgagor and any tenant are in compliance with applicable Environmental Law.

I. Upon Lender’s request and at any time, with Mortgagor’s consent and at Lender’s expense, to engage a qualified environmental engineer to prepare an environmental audit of the Property and to submit the results of such audit to Lender. The choice of the environmental engineer who will perform such audit is subject to Lender’s approval.

J. Lender has the right, but not the obligation, to perform any of Mortgagor’s obligations under this section.

K. As a consequence of any breach of any representation, warranty or promise made in this section, Mortgagor will indemnify and hold Lender and Lender’s successors or assigns harmless from and against all losses, claims, demands, liabilities, damages, cleanup, response and remediation costs, penalties and expenses, including without limitation all costs of litigation, which Lender and Lender’s successors or assigns may sustain.

22. CONDEMNATION. Mortgagor will give Lender prompt notice of any pending or threatened action by private or public entities to purchase or take any or all of the Property through condemnation, eminent domain, or any other means. Mortgagor authorizes Lender to intervene in Mortgagor’s name in any of the above described actions or claims. Mortgagor assigns to Lender the proceeds of any award or claim for damages connected with a condemnation or other taking of all or any part of the Property. Such proceeds will be considered payments and will be applied as provided in this Security Instrument. This assignment of proceeds is subject to the terms of any prior mortgage, deed of trust, security agreement or other lien document.

A. Property Insurance. I will insure or retain insurance coverage on the Property and abide by the insurance requirements of any security instrument securing the Loan.

B. Flood Insurance. Flood insurance is not required at this time. It may be required in the future should the property be included in an updated flood plain map. If required in the future, I may obtain flood insurance from anyone I want that is reasonably acceptable to you.

C. Insurance Warranties. I agree to purchase any insurance coverages that are, in the amounts that, in my judgment are reasonably prudent. I will provide you with continuing proof of coverage. I will have the insurance company name you as loss payee on any insurance policy. You will apply the insurance proceeds toward what I owe you on the outstanding balance. I agree that if the insurance proceeds do not cover the amounts I still owe you, I will pay the difference. I will keep the insurance until all debts secured by this agreement are paid.

24. ESCROW FOR TAXES AND INSURANCE. Mortgagor will not be required to pay to Lender funds for taxes and insurance in escrow.

25. WAIVERS. Except to the extent prohibited by law, Mortgagor waives all appraisement and homestead exemption rights relating to the Property.

26. FIXTURE FILING. Mortgagor gives to Lender a security interest in all goods that Mortgagor owns now or in the future and that are or will become fixtures related to the Property.

27. PERSONAL PROPERTY. Mortgagor gives to Lender a security interest in all machinery and equipment located on or connected with the Property, (all of which shall also be included in the term Property).

28. APPLICABLE LAW. This Security Instrument is governed by the laws of South Dakota, the United States of America, and to the extent required, by the laws of the jurisdiction where the Property is located, except to the extent such state laws are preempted by federal law.

29. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. Each Mortgagor’s obligations under this Security Instrument are independent of the obligations of any other Mortgagor. Lender may sue each Mortgagor individually or together with any other Mortgagor. Lender may release any part of the Property and Mortgagor will still be obligated under this Security Instrument for the remaining Property. Mortgagor agrees that Lender and any party to this Security Instrument may extend, modify or make any change in the terms of this Security Instrument or any evidence of debt without Mortgagor’s consent. Such a change will not release Mortgagor from the terms of this Security Instrument. The duties and benefits of this Security Instrument will bind and benefit the successors and assigns of Lender and Mortgagor.

30. AMENDMENT, INTEGRATION AND SEVERABILITY. This Security Instrument may not be amended or modified by oral agreement. No amendment or modification of this Security Instrument is effective unless made in writing and executed by Mortgagor and Lender. This Security Instrument and any other documents relating to the Secured Debts are the complete and final expression of the agreement. If any provision of this Security Instrument is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable.

SIGNATURES. By signing, Mortgagor agrees to the terms and covenants contained in this Security Instrument. Mortgagor also acknowledges receipt of a copy of this Security Instrument.

MORTGAGOR:

MANITEX LOAD KING, INC.

By /s/ David H. Gransee                                                         

DAVID H GRANSEE, VICE PRESIDENT

ACKNOWLEDGMENT.

STATE OF ILLINOIS _________________________________

COUNTY OF COOK ____________________________

On this the             2            day of        November            , 2011, before me,             David H. Gransee            , the undersigned officer, personally appeared DAVID H GRANSEE, who acknowledged himself/herself/themselves to be the VICE PRESIDENT of MANITEX LOAD KING, INC. a corporation, and that he/she/they, as such VICE PRESIDENT, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself/themselves as VICE PRESIDENT.

In witness whereof, I hereunto set my hand and official seal.

My commission expires: 12/14/13

Exhibit 10.8

GUARANTY

(Continuing Debt—Unlimited)

DATE AND PARTIES. The date of this Guaranty is November 2, 2011. The parties and their addresses are:

LENDER:

HOME FEDERAL BANK

225 S MAIN AVE

SIOUX FALLS, SD 57104

Telephone: (605) 336-2470

BORROWER:

MANITEX LOAD KING, INC.

a Michigan Corporation

701 E ROSE STREET

ELK POINT, SD 57025

GUARANTOR:

MANITEX INTERNATIONAL, INC.

a Michigan Corporation

9725 INDUSTRIAL DRIVE

BRIDGEVIEW, IL 60455

1. DEFINITIONS. As used in this Guaranty, the terms have the following meanings:

A. Pronouns. The pronouns “I”, “me” and “my” refer to all persons or entities signing this Guaranty, individually and together. “You” and “your” refer to the Lender.

B. Note. “Note” refers to the document that evidences the Borrower’s indebtedness, and any extensions, renewals, modifications and substitutions of the Note.

C. Property. “Property” means any property, real, personal or intangible, that secures performance of the obligations of the Note, Debt, or this Guaranty.

2. SPECIFIC AND FUTURE DEBT GUARANTY. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce you, at your option, to make loans or engage in any other transactions with the Borrower from time to time, I absolutely and unconditionally agree to all terms of and guaranty to you the payment and performance of each and every Debt, of every type, purpose and description that the Borrower either individually, among all or a portion of themselves, or with others, may now or at any time in the future owe you, including, but not limited to the following described Debt(s) including without limitation, all principal, accrued interest, attorneys’ fees and collection costs, when allowed by law, that may become due from the Borrower to you in collecting and enforcing the Debt and all other agreements with respect to the Borrower.

Promissory note or other agreement, No. 9549593, dated November 2, 2011, from MANITEX LOAD KING, INC. (Borrower) to you, in the amount of $857,500.00 and Promissory note or other agreement, No. 9549601, dated November 2, 2011, from MANITEX LOAD KING, INC. (Borrower) to you, in the amount of $400,000.00.

In addition, Debt refers to debts, liabilities, and obligations of the Borrower (including, but not limited to, amounts agreed to be paid under the terms of any notes or agreements securing the payment of any debt, loan, liability or obligation, overdrafts, letters of credit, guaranties, advances for taxes, insurance, repairs and storage, and all extensions, renewals, refinancings and modifications of these debts) whether now existing or created or incurred in the future, due or to become due, or absolute or contingent, including obligations and duties arising from the terms of all documents prepared or submitted for the transaction such as applications, security agreements, disclosures, and the Note.

You may, without notice, apply this Guaranty to such Debt of the Borrower as you may select from time to time.

3. EXTENSIONS. I consent to all renewals, extensions, modifications and substitutions of the Debt which may be made by you upon such terms and conditions as you may see fit from time to time without further notice to me and without limitation as to the number of renewals, extensions, modifications or substitutions.

4. UNCONDITIONAL LIABILITY. I am unconditionally liable under this Guaranty, regardless of whether or not you pursue any of your remedies against the Borrower, against any other maker, surety, guarantor or endorser of the Debt or against any Property. You may sue me alone, or anyone else who is obligated on this Guaranty, or any number of us together, to collect the Debt. My liability is not conditioned on the signing of this Guaranty by any other person and further is not subject to any condition not expressly set forth in this Guaranty or any instrument executed in connection with the Debt. I will remain obligated to pay on this Guaranty even if any other person who is obligated to pay the Debt, including the Borrower, has such obligation discharged in bankruptcy, foreclosure, or otherwise discharged by law.

5. BANKRUPTCY. If a bankruptcy petition should at any time be filed by or against the Borrower and it has not been stayed or dismissed within 60 days, the maturity of the Debt, so far as my liability is concerned, shall be accelerated and the Debt shall be immediately payable by me. I acknowledge and agree that this Guaranty, and the Debt secured hereby, will remain in full force and effect at all times, notwithstanding any action or undertakings by, or against, you or against any Property, in connection with any obligation in any proceeding in the United States Bankruptcy Courts. Such action or undertaking includes, without limitation, valuation of Property, election of remedies or imposition of secured or unsecured claim status upon claims by you, pursuant to the United States Bankruptcy Code, as amended. In the event that any payment of principal or interest received and paid by any other guarantor, borrower, surety, endorser or co-maker is deemed, by final order of a court of competent jurisdiction, to have been a voidable preference under the bankruptcy or insolvency laws of the United States or otherwise, then my obligation will remain as an obligation to you and will not be considered as having been extinguished.

6. REVOCATION. I agree that this is an absolute and unconditional Guaranty. Notice of revocation will not affect my obligations under this Guaranty with respect to any Debts incurred by or for which you have made a commitment to Borrower before you actually receive such notice, and all renewals, extensions, refinancings, and modifications of such Debts. I agree that if any other person

signing this Guaranty provides a notice of revocation to you, I will still be obligated under this Guaranty until I provide such a notice of revocation to you. If any other person signing this Guaranty dies or is declared incompetent, such fact will not affect my obligations under this Guaranty.

7. PROPERTY. My obligation is absolute and your failure to perfect any security interest or any act or omission by you which impairs the Property will not relieve me or my liability under this Guaranty. You are under no duty to preserve or protect any Property until you are in actual or constructive possession. For purposes of this paragraph, you will only be in “actual” possession when you have physical, immediate and exclusive control over the Property and have accepted such control in writing. Further, you will only be deemed to be in “constructive” possession when you have both the power and intent to exercise control over the Property.

8. DEFAULT. I will be in default if any of the following events (known separately and collectively as an Event of Default) occur:

A. Payments. I fail to make a payment in full within 15 days of when due.

B. Insolvency or Bankruptcy. The dissolution or appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Note or any other obligations I have with you which is not stayed or dismissed within 60 days.

C. Business Termination. I dissolve, reorganize, end my business or existence.

D. Failure to Perform. I fail, in a material manner, to perform any condition or to keep any promise or covenant of this Note which failure continues for a period of 15 days after notice by you of such failure.

E. Other Documents. A default occurs under the terms of any other Loan Documents and such default continues for a period of 15 days.

F. Other Agreements. I am in default on any other debt or agreement I have with you.

G. Misrepresentation. I make any written statement or provide any financial information that is materially untrue, inaccurate, or conceals a material fact at the time it is made or provided.

H. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.

I. Property Transfer. I transfer all or a substantial part of my property, except in connection with a merger or acquisition.

J. Property Value. You determine in good faith that the value of the Property is materially impaired.

K. Material Change. I will notify you if there is a material change in the ownership of my business.

9. WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment and demand.

A. Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty.

(1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions.

(2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer.

(3) You, or any institution participating in the Debt, may invoke your right of set-off.

(4) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations.

(5) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt.

(6) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property.

(7) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability.

(8) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property.

Any Guarantor who is an “insider,” as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

B. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in the Debt instruments, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you.

C. Waiver of Claims. I waive all claims for loss or damage caused by your acts or omissions where you acted reasonably and in good faith.

10. REMEDIES. After the Borrower or I default, and after a 30 day cure period, you may at your option do any one or more of the following.

A. Acceleration. You may make all or any part of the amount owing by the terms of this Guaranty immediately due.

B. Sources. You may use any and all remedies you have under state or federal law or in any documents relating to the Debt.

C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on default.

D. Payments Made on the Borrower’s Behalf. Amounts advanced on the Borrower’s behalf will be immediately due and may be added to the balance owing under the Debt.

E. Set-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Guaranty against any right I have to receive money from you.

My right to receive money from you includes any deposit or share account balance I have with you; any money owed to me on an item presented to you or in your possession for collection or exchange; and any repurchase agreement or other non-deposit obligation. “Any amount due and payable under the terms of this Guaranty” means the total amount to which you are entitled to demand payment under the terms of this Guaranty at the time you set-off.

Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay the Debt, your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement.

Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account.

You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off.

F. Waiver. Except as otherwise required by law, by choosing any one or more of these remedies you do not give up your right to use any other remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again.

11. COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after the occurrence of an Event of Default, to the extent permitted by law, I agree to pay all expenses of collection, enforcement or protection of your rights and remedies under this Guaranty or any other document relating to the Debt. To the extent permitted by law, expenses include, but are not limited to, reasonable attorneys’ fees, court costs and other legal expenses. All fees and expenses will be secured by the Property I have granted to you, if any. In addition, to the extent permitted by the United States Bankruptcy Code, I agree to pay the reasonable attorneys’ fees incurred by you to protect your rights and interests in connection with any bankruptcy proceedings initiated by or against me.

12. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and representations which will continue as long as this Guaranty is in effect:

A. Power. I am duly organized, and validly existing and in good standing in Mighigan. I have the power and authority to enter into this transaction and to carry on my business or activity as it is now being conducted and, as applicable, am qualified to do so in each jurisdiction in which I operate.

B. Authority. The execution, delivery and performance of this Guaranty and the obligation evidenced by this Guaranty are within my powers, have been duly authorized, have received all necessary governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any agreement to which I am a party or to which I am or any of my Property is subject.

C. Name and Place of Business. Other than previously disclosed in writing to you I have not changed my name or principal place of business within the last 5 years.

In addition, I represent and warrant that this Guaranty was entered into at the request of the Borrower, and that I am satisfied regarding the Borrower’s financial condition and existing indebtedness, authority to borrow and the use and intended use of all Debt proceeds. I further represent and warrant that I have not relied on any representations or omissions from you or any information provided by you respecting the Borrower, the Borrower’s financial condition and existing indebtedness, the Borrower’s authority to borrow or the Borrower’s use and intended use of all Debt proceeds.

13. RELIANCE. I acknowledge that you are relying on this Guaranty in extending credit to the Borrower, and I have signed this Guaranty to induce you to extend such credit. I represent and warrant to you that I have a direct and substantial economic interest in the Borrower and expect to derive substantial benefits from any loans and financial accommodations resulting in the creation of indebtedness guarantied hereby, and that this Guaranty is given for a business purpose. I agree to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in the manner as previously described in this Guaranty if at any time, in my opinion or the opinion of the directors or officers of my business, the benefits then being received by me in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty. You may rely conclusively on a continuing warranty that I continue to be benefited by this Guaranty and you will have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty will be effective and enforceable by you without regard to the receipt, nature or value of any such benefits.

14. APPLICABLE LAW. This Guaranty is governed by the laws of South Dakota, the United States of America, and to the extent required, by the laws of the jurisdiction where the Property is located, except to the extent such state laws are preempted by federal law.

15. AMENDMENT, INTEGRATION AND SEVERABILITY. This Guaranty may not be amended or modified by oral agreement. No amendment or modification of this Guaranty is effective unless made in writing and executed by you and me. This Guaranty is the complete and final expression of the agreement. If any provision of this Guaranty is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable.

16. ASSIGNMENT. If you assign any of the Debts, you may assign all or any part of this Guaranty without notice to me or my consent, and this Guaranty will inure to the benefit of your assignee to the extent of such assignment. You will continue to have the unimpaired right to enforce this Guaranty as to any of the Debts that are not assigned. This Guaranty shall inure to the benefit of and be enforceable by you and your successors and assigns and any other person to whom you may grant an interest in the Debts and shall be binding upon and enforceable against me and my personal representatives, successors, heirs and assigns.

17. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Guaranty.

20. SIGNATURES. By signing under seal, I agree to the terms contained in this Guaranty. I also acknowledge receipt of a copy of this Guaranty.

PROMISSORY NOTE

(Commercial – Single Advance)

DATE AND PARTIES. The date of this Promissory Note (Note) is November 2, 2011. The parties and their addresses are:

LENDER:

HOME FEDERAL BANK

225 S MAIN AVE

SIOUX FALLS, SD 57104

Telephone: (605) 336-2470

BORROWER:

MANITEX LOAD KING, INC.

a Michigan Corporation

701 E ROSE STREET

ELK POINT, SD 57025

1. DEFINITIONS. As used in this Note, the terms have the following meanings:

A. Pronouns. The pronouns “I,” “me,” and “my” refer to each Borrower signing this Note, individually and together. “You” and “Your” refer to the Lender.

B. Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note.

C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such as applications, security agreements, disclosures or notes, and this Note.

D. Loan Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan.

E. Property. Property is any property, real or personal, that secures my performance of the obligations of this Loan.

F. Percent. Rates and rate change limitations are expressed as annualized percentages.

G. Dollar Amounts. All dollar amounts will be payable in lawful money of the United States of America.

2. PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, the principal sum of $400,000.00 (Principal) plus interest from November 2, 2011 on the unpaid Principal balance until this Note matures or this obligation is accelerated.

3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 6.250 percent (Interest Rate) until November 2, 2016, after which time it may change as described in the Variable Rate subsection.

A. Interest After Default. If you declare a default under the terms of the Loan, including for failure to pay in full at maturity, you may increase the Interest Rate otherwise payable as described in this section. In such event, interest will accrue on the unpaid Principal balance of this Note at a rate equal to the rate in effect prior to default, plus 3.000 percent, for so long as such default continues or is waived.

B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note will be limited to the maximum lawful amount of interest allowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me.

C. Statutory Authority. The amount assessed or collected on this Note is authorized by the South Dakota usury laws under S.D. Codified Laws Ann. §§ 54-3-13 and 54-3-14.

D. Accrual. Interest accrues using an Actual/360 days counting method.

E. Variable Rate. The Interest Rate may change during the term of this transaction.

(1) Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: Monthly average yield on 5 year Constant Maturity of U.S. Treasury Securities.

The Current Index is the most recent index figure available on each Change Date. You do not guaranty by selecting this Index, or the margin, that the Interest Rate on this Note will be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar index. You will give me notice of your choice.

(2) Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change November 2, 2016 and every 5 years thereafter.

(3) Calculation Of Change. On each Change Date you will calculate the Interest Rate, which will be the Current Index plus 4.000 percent. The result of this calculation will be rounded up to the nearest .001 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new Interest Rate will become effective on each Change Date. The Interest Rate and other charges on this Note will never exceed the highest rate or charge allowed by law for this Note.

(4) Limitations. The Interest Rate changes are subject to the following limitations:

(a) Lifetime. The Interest Rate will never be less than 5.000 percent.

(5) Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments will change.

4. PAYMENT. I agree to pay this Note in 84 payments. A payment of $5,908.91 will be due December 2, 2011, and on the 30th day of each month thereafter. I will make 60 scheduled payments of this amount. The scheduled payment amount may then change every 60 payments thereafter. Changes in the Interest Rate will not affect the scheduled payment amount during these periods. With each scheduled payment change the payment amount will be adjusted to reflect changes in the Interest Rate during the remaining term of this Note. In addition, changes to the scheduled payment amounts are subject to changes in the Interest Rate as described in the Variable Rate subsection of this Note. A final payment of the entire unpaid balance of Principal and interest will be due November 2, 2018.

Payments will be rounded to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead, be made on the last day of such month.

If the amount of a scheduled payment does not equal or exceed interest accrued during the payment period the unpaid portion will be added to, and will be payable with, the next scheduled payment.

Each payment I make on this Note will be applied first to interest that is due then to principal that is due, and finally to any charges that I owe other than principal and interest. If you and I agree to a different application of payments, we will describe our agreement on this Note. You may change how payments are applied in your sole discretion without notice to me. The actual amount of my final payment will depend on my payment record.

5. PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full.

6. LOAN PURPOSE. The purpose of this Loan is REFINANCE TEREX.

7. ADDITIONAL TERMS. BORROWER SHALL PROVIDE LENDER WITH ANNUAL FINANCIAL STATEMENTS WITHOUT FOOTNOTES

8. SECURITY. The Loan is secured by separate security instruments prepared together with this Note as follows:

9. DEFAULT. I will be in default if any of the following events (known separately and collectively as an Event of Default) occur:

A. Payments. I fail to make a payment in full within 15 days of when due.

B. Insolvency or Bankruptcy. The dissolution or appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Note or any other obligations I have with you which is not stayed or dismissed within 60 days.

C. Business Termination. I dissolve, reorganize, end my business or existence.

D. New Organizations. Without your written consent, I merge into, or consolidate with an entity; materially change my legal structure.

E. Failure to Perform. I fail, in a material manner, to perform any condition or to keep any promise or covenant of this Note which failure continues for a period of 15 days after notice by you of such failure.

F. Other Documents. A default occurs under the terms of any other Loan Documents and such default continues for a period of 15 days.

G. Other Agreements. I am in default on any other debt or agreement I have with you.

H. Misrepresentation. I make any written statement or provide any financial information that is materially untrue, inaccurate, or conceals a material fact at the time it is made or provided.

I. Judgment. I fail to satisfy or appeal any judgment against me in excess of $500,000.

J. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.

K. Name Change. I change my name without notifying you and you suffer a loss as a result of such failure.

L. Property Transfer. I transfer all or a substantial part of my property.

M. Property Value. You determine in good faith that the value of the Property is materially impaired.

N. Material Change. I will notify you if there is a material change in the ownership of my business.

10. DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the entire balance of this Note to be immediately due and payable upon the creation of, or contract for the creation of, any material lien, encumbrance, transfer or sale of all or any part of the Property except any lien created in connection with borrowings from the State of South Dakota Board of Economic Development or Comerica. This right is subject to the restrictions imposed by federal law (12 C.F.R. 591), as applicable.

11. WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment and demand.

A. Additional Waivers By Borrower. In addition, I, and any party to this Note and Loan, to the extent permitted by law, consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to this Note.

(1) You may renew or extend payments on this Note, regardless of the number of such renewals or extensions.

(2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer.

(3) You may release, substitute or impair any Property securing this Note.

(4) You, or any institution participating in this Note, may invoke your right of set-off.

(5) You may enter into any sales, repurchases or participations of this Note to any person in any amounts and I waive notice of such sales, repurchases or participations.

(6) I agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument securing or relating to this Note (other than the guaranty).

B. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in this Note, or any other Loan Document, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you.

12. REMEDIES. After I default, and the expiration of a 30 day cure period, you may at your option do any one or more of the following.

A. Acceleration. You may make all or any part of the amount owing by the terms of this Note immediately due.

B. Sources. You may use any and all remedies you have under state or federal law or in any Loan Document.

C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on my default.

D. Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due and may be added to the balance owing under the terms of this Note, and accrue interest at the highest post-maturity interest rate.

E. Set-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Note against any right I have to receive money from you.

My right to receive money from you includes any deposit or share account balance I have with you; any money owed to me on an item presented to you or in your possession for collection or exchange; and any repurchase agreement or other non-deposit obligation. “Any amount due and payable under the terms of this Note” means the total amount to which you are entitled to demand payment under the terms of this Note at the time you set-off.

Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay this Note, your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement.

Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account.

You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off.

F. Waiver. Except as otherwise required by law, by choosing any one or more of these remedies you do not give up your right to use any other remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again.

13. COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after the occurrence of an Event of Default, and the expiration of a 30 day cure period, to the extent permitted by law, I agree to pay all expenses of collection, enforcement or

protection of your rights and remedies under this Note or any other Loan Document. Expenses include, but are not limited to, court costs and other legal expenses, including any reasonable attorney’s fees if allowed by law. These expenses are due and payable immediately. If not paid immediately, these expenses will bear interest from the date of payment until paid in full at the highest interest rate in effect as provided for in the terms of this Note. All fees and expenses will be secured by the Property I have granted to you, if any. In addition, to the extent permitted by the United States Bankruptcy Code, I agree to pay the reasonable attorneys’ fees incurred by you to protect your rights and interests in connection with any bankruptcy proceedings initiated by or against me.

14. COMMISSIONS. I understand and agree that you (or your affiliate) will earn commissions or fees on any insurance products, and may earn such fees on other services that I buy through you or your affiliate.

15. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and representations which will continue as long as this Note is in effect:

A. Power. I am in good standing in South Dakota. I have the power and authority to enter into this transaction and to carry on my business or activity as it is now being conducted and, as applicable, am qualified to do so in South Dakota.

B. Authority. The execution, delivery and performance of this Note and the obligation evidenced by this Note are within my powers, have been duly authorized, have received all necessary governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any agreement to which I am a party or to which I am or any of my Property is subject.

C. Name and Place of Business. Other than previously disclosed in writing to you I have not changed my name or principal place of business within the last 2 years and have not used any other trade or fictitious name in the last 2 years. I will preserve my existing name, trade names and franchises.

16. INSURANCE. I agree to obtain the insurance described in this Loan Agreement.

A. Property Insurance. I will insure or retain insurance coverage on the Property and abide by the insurance requirements of any security instrument securing the Loan.

B. Flood Insurance. Flood insurance is not required at this time. It may be required in the future should the property be included in an updated flood plain map. If required in the future, I may obtain flood insurance from anyone I want that is reasonably acceptable to you.

C. Insurance Warranties. I agree to purchase any insurance coverages that are, in the amounts that, in my judgment are reasonably prudent. I will provide you with continuing proof of coverage. I will have the insurance company name you as loss payee on any insurance policy. You will apply the insurance proceeds toward what I owe you on the outstanding balance. I agree that if the insurance proceeds do not cover the amounts I still owe you, I will pay the difference. I will keep the insurance until all debts secured by this agreement are paid.

17. APPLICABLE LAW. This Note is governed by the laws of South Dakota, the United States of America, and to the extent required, by the laws of the jurisdiction where the Property is located, except to the extent such state laws are preempted by federal law.

18. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay the Loan is independent of the obligation of any other person who has also agreed to pay it. You may sue me alone, or anyone else who is obligated on the Loan, or any number of us together, to collect the Loan. Extending the Loan or new obligations under the Loan, will not affect my duty under the Loan and I will still be obligated to pay the Loan. This Note shall inure to the benefit of and be enforceable by you and your successors and assigns and shall be binding upon and enforceable against me, my successors, heirs and assigns.

19. AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note is effective unless made in writing and executed by you and me. This Note and the other Loan Documents are the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. No present or future agreement securing any other debt I owe you will secure the payment of this Loan if, with respect to this loan, you fail to fulfill any necessary requirements or limitations of Sections 19(a), 32 or 35 of Regulation Z or if, as a result, this Loan would become subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007.

20. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Note.

21. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing it by first class mail to the appropriate party’s address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one Borrower will be deemed to be notice to all Borrowers. I will inform you in writing of any change in my name, address or other application information. I will provide you any correct financial statements without footnotes. I agree to sign, deliver, and file any additional documents or certifications that you may consider necessary to perfect, continue, and preserve my obligations under this Loan and to confirm your lien status on any Property. Time is of the essence.

22. CREDIT INFORMATION. I agree to supply you with whatever business information you reasonably request. You will make requests for this information without undue frequency, and will give me reasonable time in which to supply the information.

23. ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate in the correction, if necessary, in the reasonable discretion of you of any and all loan closing documents so that all documents accurately describe the loan between you and me. I agree to assume all costs including by way of illustration and not limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with your requests within thirty (30) days.

24. SIGNATURES. By signing under seal, I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note.

24. SIGNATURES. By signing under seal, I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note.

BORROWER:

MANITEX LOAD KING, INC.

By /s/ David H. Gransee                                                   (Seal)  None

DAVID H GRANSEE, VICE PRESIDENT

Exhibit 10.10

SECURITY AGREEMENT

DATE AND PARTIES. The date of this Security Agreement (Agreement) is November 2, 2011. The parties and their addresses are:

SECURED PARTY:

HOME FEDERAL BANK

225 S MAIN AVE

SIOUX FALLS, SD 57104

DEBTOR:

MANITEX LOAD KING, INC.

a Michigan Corporation

701 E ROSE STREET

ELK POINT, SD 57025

The pronouns “you” and “your” refer to the Secured Party. The pronouns “I,” “me” and “my” refer to each person or entity signing this Agreement as Debtor and agreeing to give the Property described in this Agreement as security for the Secured Debts.

1. SECURED DEBTS. The term “Secured Debts” includes and this Agreement will secure each of the following:

A. Specific Debts. The following debts and all extensions, renewals, refinancings, modifications and replacements. A promissory note, No. 9549601, dated November 2, 2011, from me to you, in the amount of $400,000.00.

B. All Debts. All present and future debts from me to you, even if this Agreement is not specifically referenced, the future debts are also secured by other collateral, or if the future debt is unrelated to or of a different type than this debt. Nothing in this Agreement constitutes a commitment to make additional or future loans or advances. Any such commitment must be in writing.

This Agreement will not secure any debt for which you fail to give any required notice of the right of rescission. This Agreement will not secure any debt for which a non-possessory, non-purchase money security interest is created in “household goods” in connection with a “consumer loan,” as those terms are defined by federal law governing unfair and deceptive credit practices. In addition, this Agreement will not secure any other debt if, with respect to such other debt, you fail to fulfill any necessary requirements or limitations of Sections 19(a), 32 or 35 of Regulation Z or if, as a result, the other debt would become subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007.

C. Sums Advanced. All sums advanced and expenses incurred by you under the terms of this Agreement.

Loan Documents refer to all the documents executed in connection with the Secured Debts.

2. SECURITY INTEREST. To secure the payment and performance of the Secured Debts, I give you a security interest in all of the Property described in this Agreement that I own or have sufficient rights in which to transfer an interest, now or in the future, wherever the Property is or will be located, and all proceeds and products from the Property (including, but not limited to, all

parts, accessories, repairs, replacements, improvements, and accessions to the Property). Property is all the collateral given as security for the Secured Debts and described in this Agreement, and includes all obligations that support the payment or performance of the Property. “Proceeds” includes cash proceeds, non-cash proceeds and anything acquired upon the sale, lease, license, exchange, or other disposition of the Property; any rights and claims arising from the Property; and any collections and distributions on account of the Property. This Agreement remains in effect until terminated in writing, even if the Secured Debts are paid and you are no longer obligated to advance funds to me under any loan or credit agreement.

3. PROPERTY DESCRIPTION. The Property is described as follows:

A. Equipment. All equipment including, but not limited to, all machinery, vehicles, furniture, fixtures, manufacturing equipment, farm machinery and equipment, shop equipment, office equipment, excluding computers and recordkeeping equipment, and tools. All equipment described in a list or schedule which I give to you will also be included in the Property, but such a list is not necessary for a valid security interest in my equipment.

4. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and representations which will continue as long as this Agreement is in effect:

A. Power. I am in good standing in South Dakota. I have the power and authority to enter into this transaction and to carry on my business or activity as it is now being conducted and, as applicable, am qualified to do so in South Dakota.

B. Authority. The execution, delivery and performance of this Agreement and the obligation evidenced by this Agreement are within my powers, have been duly authorized, have received all necessary governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any agreement to which I am a party or to which I am or any of my property is subject.

C. Name and Location. My name indicated in the DATE AND PARTIES section is my exact legal name. I am an entity organized and registered under the laws of Michigan. I will provide verification of registration and location upon your request. I will provide you with at least 15 days notice prior to any change in my name, address, or state of organization or registration.

D. Business Name. Other than previously disclosed in writing to you I have not changed my name or principal place of business within the last 2 years and have not used any other trade or fictitious name in the last 2 years. I will preserve my existing name, trade names and franchises.

E. Ownership of Property. I represent that I own all of the Property. Your claim to the Property is ahead of the claims of any other creditor, except as disclosed in writing to you prior to any advance on the Secured Debts.

5. DUTIES TOWARD PROPERTY.

A. Protection of Secured Party’s Interest. I will defend the Property against any other material claim. I agree to take commercially reasonable steps to protect your security interest and to keep your claim in the Property ahead of the claims of other creditors.

I will keep books, records and accounts about the Property and my business in general. I will let you examine these and make copies on reasonable notice and at any reasonable time. I will prepare any report or accounting you request which deals with the Property.

B. Use, Location, and Protection of the Property. I will keep the Property in my possession and in good repair to the extent required by my business. I will use it only for commercial purposes. I will not change this specified use without your prior written consent. You have the right of reasonable access to inspect the Property and I will immediately inform you of any loss or damage to the Property. I will not cause or permit waste to the Property except reasonable wear and tear.

I will keep the Property at my address listed in the DATE AND PARTIES section, unless I give you notice, that I plan to keep it at another location. If the Property is to be used in other states, I will give you a list of those states. The location of the Property is given to aid in the identification of the Property. It does not in any way limit the scope of the security interest granted to you. I will notify you in writing and obtain your prior written consent to any change in location of any of the Property. I will not use the Property in violation of any law. I will notify you in writing of any change in my address, name or, if an organization, any change in my identity or structure.

Until the Secured Debts are fully paid and this Agreement is terminated, I will not grant a security interest in any of the Property without your prior written consent. I will pay all taxes and assessments levied or assessed against me or the Property and provide timely proof of payment of these taxes and assessments upon request unless such taxes or assessments are being contested.

C. Selling, Leasing or Encumbering the Property. I will not sell, offer to sell, lease, or otherwise transfer or encumber any material part of the Property without your prior written permission, except for Property sold in the ordinary course of business at fair market value. Any disposition of the Property contrary to this Agreement will violate your rights. Your permission to sell the Property may be reasonably withheld without regard to the creditworthiness of any buyer or transferee. I will not permit the Property to be the subject of any court order affecting my rights to the Property in any action by anyone other than you.

6. INSURANCE. I agree to obtain the insurance described in this Loan Agreement.

A. Property Insurance. I will insure or retain insurance coverage on the Property and abide by the insurance requirements of any security instrument securing the Loan.

B. Flood Insurance. Flood insurance is not required at this time. It may be required in the future should the property be included in an updated flood plain map. If required in the future, I may obtain flood insurance from anyone I want that is reasonably acceptable to you.

C. Insurance Warranties. I agree to purchase any insurance coverages that are, in the amounts that, in my judgment are reasonably prudent. I will provide you with continuing proof of coverage. I will have the insurance company name you as loss payee on any insurance policy. You will apply the insurance proceeds toward what I owe you on the outstanding balance. I agree that if the insurance proceeds do not cover the amounts I still owe you, I will pay the difference. I will keep the insurance until all debts secured by this agreement are paid.

7. AUTHORITY TO PERFORM. I authorize you to do anything you deem reasonably necessary to protect the Property, and perfect and continue your security interest in the Property. If I fail to perform any of my duties under this Agreement or any other Loan Document, you are authorized, without notice to me, to perform the duties or cause them to be performed.

These authorizations include, but are not limited to, permission to:

A. pay and discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Property.

B. pay any rents or other charges under any lease affecting the Property.

C. order and pay for the repair, maintenance and preservation of the Property.

D. file any financing statements on my behalf and pay for filing and recording fees pertaining to the Property.

E. take any commercially reasonable action you feel necessary to realize on the Property.

F. handle any suits or other proceedings involving the Property in my name.

G. make an entry on my books and records showing the existence of this Agreement.

If you perform for me, you will use reasonable care. If you exercise the care and follow the procedures that you generally apply to the collection of obligations owed to you, you will be deemed to be using reasonable care. Reasonable care will not include: any steps necessary to preserve rights against prior parties; the duty to send notices, perform services or take any other action in connection with the management of the Property; or the duty to protect, preserve or maintain any security interest given to others by me or other parties. Your authorization to perform for me will not create an obligation to perform and your failure to perform will not preclude you from exercising any other rights under the law or this Agreement. All cash and non-cash proceeds of the Property may be applied by you only upon your actual receipt of cash proceeds against such of the Secured Debts, matured or unmatured, as you determine in your sole discretion.

If you come into actual or constructive possession of the Property, you will preserve and protect the Property. For purposes of this paragraph, you will be in actual possession of the Property only when you have physical, immediate and exclusive control over the Property and you have affirmatively accepted that control. You will be in constructive possession of the Property only when you have both the power and the intent to exercise control over the Property.

8. DEFAULT. I will be in default if any of the following events (known separately and collectively as an Event of Default) occur:

A. Payments. I fail to make a payment in full within 15 days of when due.

B. Insolvency or Bankruptcy. The dissolution or appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Note or any other obligations I have with you which is not stayed or dismissed within 60 days.

C. Business Termination. I dissolve, reorganize, end my business or existence.

D. Failure to Perform. I fail, in a material manner, to perform any condition or to keep any promise or covenant of this Note which failure continues for a period of 15 days after notice by you of such failure.

E. Other Documents. A default occurs under the terms of any other Loan Documents and such default continues for a period of 15 days.

F. Other Agreements. I am in default on any other debt or agreement I have with you.

G. Misrepresentation. I make any written statement or provide any financial information that is materially untrue, inaccurate, or conceals a material fact at the time it is made or provided.

H. Judgment. I fail to satisfy or appeal any judgment against me in excess of $500,000.

I. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.

J. Name Change. I change my name without notifying you and you suffer a loss as a result of such failure.

K. Property Transfer. I transfer all or a substantial part of my property.

L. Property Value. You determine in good faith that the value of the Property is materially impaired.

M. Material Change. I will notify you if there is a material change in the ownership of my business.

9. DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the entire balance of this Agreement to be immediately due and payable upon the creation of, or contract for the creation of, any lien, encumbrance, transfer or sale of all or any part of the Property. This right is subject to the restrictions imposed by federal law (12 C.F.R. 591), as applicable.

10. REMEDIES. After I default, and the expiration of a 30 day cure period, you may at your option do any one or more of the following.

A. Acceleration. You may make all or any part of the amount owing by the terms of the Secured Debts immediately due.

B. Sources. You may use any and all remedies you have under state or federal law or in any Loan Document.

C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on my default.

D. Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due and may be added to the Secured Debts.

E. Assembly of Property. You may require me to gather the Property and make it available to you in a reasonable fashion.

F. Repossession. You may repossess the Property so long as the repossession does not involve a breach of the peace or violate any law. You may sell, lease or otherwise dispose of the Property as provided by law. You may apply what you receive from the disposition of the Property to your expenses, your attorneys’ fees and legal expenses (where not prohibited by law), and any debt I owe you. If what you receive from the disposition of the Property does not satisfy the debt, I will be liable for the deficiency (where permitted by law). In some cases, you may keep the Property to satisfy the debt.

Where a notice is required, I agree that ten days prior written notice sent by first class mail to my address listed in this Agreement will be reasonable notice to me under the South Dakota Uniform Commercial Code. If the Property is perishable or threatens to decline speedily in value, you may, without notice to me, dispose of any or all of the Property in a commercially reasonable manner at my expense following any commercially reasonable preparation or processing.

If any items not otherwise subject to this Agreement are contained in the Property when you take possession, you may hold these items for me at my risk and you will not be liable for taking possession of them.

G. Use and Operation. You may, upon reasonable notice and at reasonable times, enter upon my premises and take possession of all or any part of my property for the purpose of preserving the Property or its value, so long as you do not breach the peace or violate other law. You may use and operate my property for the length of time you feel is necessary to protect your interest, all without payment or compensation to me.

H. Waiver. By choosing any one or more of these remedies you do not give up your right to use any other remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again.

11. WAIVER OF CLAIMS. I waive all claims for loss or damage caused by your acts or omissions where you acted reasonably and in good faith.

12. PERFECTION OF SECURITY INTEREST AND COSTS. I authorize you to file a financing statement and/or security agreement, as appropriate, covering the Property. I will comply with, facilitate, and otherwise assist you in connection with obtaining perfection or control over the Property for purposes of perfecting your security interest under the Uniform Commercial Code. I agree to pay all taxes, fees and costs you pay or incur in connection with preparing, filing or recording any financing statements or other security interest filings on the Property. I agree to pay all actual costs of terminating your security interest.

13. APPLICABLE LAW. This Agreement is governed by the laws of South Dakota, the United States of America, and to the extent required, by the laws of the jurisdiction where the Property is located, except to the extent such state laws are preempted by federal law. In the event of a dispute, the exclusive forum, venue and place of jurisdiction will be in South Dakota, unless otherwise required by law.

14. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. Each Debtor’s obligations under this Agreement are independent of the obligations of any other Debtor. You may sue each Debtor individually or together with any other Debtor. You may release any part of the Property and I will still be obligated under this Agreement for the remaining Property.

If you assign any of the Secured Debts, you may assign all or any part of this Agreement without notice to me or my consent, and this Agreement will inure to the benefit of your assignee to the extent of such assignment. You will continue to have the unimpaired right to enforce this Agreement as to any of the Secured Debts that are not assigned. This Agreement shall inure to the benefit of and be enforceable by you and your successors and assigns and any other person to whom you may grant an interest in the Secured Debts and shall be binding upon and enforceable against me, my successors, heirs and assigns.

15. AMENDMENT, INTEGRATION AND SEVERABILITY. This Agreement may not be amended or modified by oral agreement. No amendment or modification of this Agreement is effective unless made in writing and executed by you and me. This Agreement and the other Loan Documents are the complete and final expression of the understanding between you and me. If any provision of this Agreement is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable.

SIGNATURES. By signing under seal, I agree to the terms contained in this Agreement. I also acknowledge receipt of a copy of this Agreement.