Exhibit 10.1

LOAN AGREEMENT

(Loan 1)

THIS LOAN AGREEMENT (“ Agreement ”) is made as of December 2, 2016, by and between FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, and MINWOOD PARTNERS, INC., a Delaware corporation (collectively, the “ Borrower ”) and VENTURE BANK, a Minnesota banking corporation (“ Lender ”).

RECITALS:

A. Lender has agreed to make a loan (“ Loan ”) to Borrower in the principal amount of three million seven hundred thousand and no/100 dollars ($3,700,000.00) for the following purposes: (1) refinancing certain debt obligations of the Borrowers; and (2) paying certain other costs approved by Lender, all in accordance with this Agreement.

B. To evidence the Loan, the Borrower is executing and delivering to the Lender a promissory note of even date herewith in the amount of the Loan.

C. As security for repayment of the Loan, Borrower is executing and delivering a mortgage and security agreement and fixture financing statement of even date herewith that grants Lender a security interest in the Real Property.

D. Famous Dave’s Of America, Inc. and D&D Of Minnesota, Inc., a Minnesota corporation, Famous Dave’s Ribs Of Maryland, Inc., a Minnesota corporation, Famous Dave’s Ribs, Inc., a Minnesota corporation, Famous Dave’s Ribs-U, Inc., a Minnesota corporation, and Lake & Hennepin BBQ & Blues, Inc., a Minnesota corporation, all of which are affiliates of the Borrower, are entering into a separate loan agreement of even date herewith under which Lender has agreed to make two loans in the aggregate principal amount of seven million three hundred thousand and no/100 dollars ($7,300,000.00), one in the principal amount of six million three hundred thousand and no/100 dollars ($6,300,000.00) (“ Loan 2 ”) and the other in the principal amount of one million and no/100 dollars ($1,000,000.00) (“ Loan 3 ”).

NOW, THEREFORE, in consideration of the making of the Loan and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the parties hereto agree as follows:

Section 1. Definitions . For the purposes of this Agreement and any amendments or supplements, the following terms have the following meanings:

1.1 “ Affiliate ” means a person or entity who controls, is controlled by or is under common control with another person or entity.

1.2 “ Agreement ” has the meaning set forth in the preamble and includes any amendments or supplements.

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1.3 “ Assignment of Rents ” means the Assignment of Rents and Leases of even date herewith from Borrower to Lender, including any amendments or supplements.

1.4 “ Borrower ” means Famous Dave’s of America, Inc., a Minnesota corporation, and Minwood Partners, Inc., a Delaware corporation, jointly and severally.

1.5 “ Capital Expenditures ” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on the balance sheet of the Borrower prepared in accordance with GAAP.

1.6 “ Collateral ” means all property and assets granted as security for this Loan, including, but not limited to, the Land and Improvements, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future and whether granted in the form of a security interest, mortgage, assignment, pledge, conditional sale, lien or lease, or any other security or lien interest whatsoever, whether created by law, contract or otherwise.

1.7 “ Commitment for Title Insurance ” means a title commitment for a loan policy of title insurance in the amount of three million seven hundred thousand and no/100 dollars ($3,700,000.00) issued by Title, by which Title commits to issue a loan policy of title insurance that:

1.7.1 specifically insures that the Mortgage is a first and prior lien on the Mortgaged Property;

1.7.2 waives the standard exceptions and insures over (A) rights and claims of parties in possession and (B) mechanic’s, contractor’s or materialmen’s liens and lien claims;

1.7.3 waives the survey exception and provides survey coverage;

1.7.4 is subject only to those exceptions specifically approved by Lender; and

1.7.5 includes such endorsements required by Lender.

1.8 “ Deposit Account ” means the primary deposit account of Borrower maintained with the Lender, which deposit account has been initially created as checking account no. 049031.

1.9 “ EBITDA ” means, for any period, the sum of the following determined on a consolidated basis, without duplication, for the Borrower and its subsidiaries in accordance with GAAP, (a) consolidated net income for the most recently completed period plus (b) the following to the extent deducted in calculating such consolidated net income (without duplication): (i) interest expense, (ii) the provision for federal, state, local and foreign income taxes payable, (iii) depreciation and amortization expense, (iv) non-cash charges and losses, including any write-offs or write-downs and in respect of equity-based compensation and asset impairment, (v) any non-recurring legal or severance costs, fees or charges paid in cash during the period, and (vi) any other non-recurring costs, fees or charges paid in cash during the period and approved by the Lender in its sole and absolute discretion.

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1.10 “ GAAP ” has the meaning set forth in Section 4.3.

1.11 “ Growth Capital Expenditures ” means Capital Expenditures related to the construction, acquisition or opening of new restaurants during any fiscal year.

1.12 “ Improvements ” means all buildings, improvements, structures and fixtures now or hereafter existing on the Land; including, but not limited to, the following: all machinery, appliances and equipment used to supply heat, gas, electricity, air conditioning, water, light, waste disposal, power, refrigeration, ventilation, fire and sprinkler protection, and other building services; all building materials, supplies and goods intended to be incorporated into the foregoing; all draperies, carpeting, floor coverings, screens, storm windows and window coverings, blinds, awnings, shrubbery and plants; and all elevators, escalators and shafts, motors, machinery, fittings and supplies necessary for their use, and all parking areas, roadways, curbing, sidewalks and walkways, loading docks, landscaping and signs (it being understood that the enumeration of any specific articles of property will in no way be held to exclude any items of property not specifically enumerated).

1.13 “ Indebtedness ” means all loans, including this Loan, together with all other obligations, debts and liabilities of Borrower to Lender, as well as all claims by Lender against Borrower, whether now or hereafter existing, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable individually or jointly with others; whether Borrower may obligated as guarantor, surety or otherwise; whether recovery upon such indebtedness may be or hereafter may become barred by any statute of limitations and whether such indebtedness may be or hereafter may become unenforceable.

1.14 “ Indemnity Agreement ” means the Environmental Indemnification Agreement of even date herewith from Borrower, as indemnitor to Lender, including any amendments or supplements.

1.15 “ Land ” means the real estate, interests in real estate and other rights described in Exhibit A to the Mortgage.

1.16 “ Lease(s) ” means any lease for space within the Mortgaged Property.

1.17 “ Leasing Documents ” means the following documents for each Lease, as the same from time to time may be amended or supplemented:

1.17.1 Lease;

1.17.2 Subordination, non-disturbance and attornment agreement for a Lease (to the extent not provided for in the terms of the Lease); and

1.17.3 Tenant’s estoppel certificate for a Lease.

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1.18 “ Lender ” has the meaning set forth in the preamble, and includes Lender’s successors and assigns.

1.19 “ Loan ” has the meaning set forth in the recitals.

1.20 “ Loan Agreement 2 ” means that certain loan agreement of even date herewith under which Lender has agreed to make a loan in the principal amount of Loan 2 and Loan 3 to Famous Dave’s Of America, Inc., D&D Of Minnesota, Inc., Famous Dave’s Ribs Of Maryland, Inc., Famous Dave’s Ribs, Inc., Famous Dave’s Ribs-U, Inc., and Lake & Hennepin BBQ & Blues, Inc.

1.21 “ Loan Charges ” means all costs and expenses incurred by Borrower or Lender in connection with the Loan, including, but not limited to, commitment fees paid to Lender, brokerage fees, interest charges, service fees, document preparation expenses, title and conveyancing charges, recording and filing fees and taxes, mortgage or registration taxes, escrow fees, revenue and tax stamp expenses, real estate taxes, special assessments, insurance premiums (including title insurance premiums), utility charges, finder’s fees, placement fees, surveyor fees, photographer fees, appraiser fees, architect fees, travel expenses incurred by Lender in connection with inspections of the Mortgaged Property, accountants’ fees and attorneys’ fees (including Lender’s attorneys’ fees and legal expenses incurred in connection with the preparation, administration or enforcement of the Loan Documents). Loan Charges also means all costs and expenses incurred by Borrower or Lender with respect to the prosecution or defense of any action or proceeding or other litigation affecting Borrower, the Mortgaged Property or any other security given for the Loan.

1.22 “ Loan Documents ” means the following documents, as the same from time to time may be amended or supplemented, each of which must be satisfactory to Lender in form and substance:

1.22.1 Loan Proposal;

1.22.2 this Agreement;

1.22.3 Note;

1.22.4 Mortgage;

1.22.5 Assignment of Rents and Leases;

1.22.6 Indemnity Agreement;

1.22.7 Security Agreement;

1.22.8 UCC-1 Financing Statement;

1.22.9 all other documents related to the Loan.

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For purposes of this Agreement, “ Material Loan Documents ” means the Loan Documents described in Sections 1.22.2 through 1.22.8 above.

1.23 “ Loan Origination Fee ” means a non-refundable loan origination fee payable by Borrower to Lender in the amount of eighteen thousand five hundred dollars and no/100ths ($18,500.00) for making the Loan.

1.24 “ Loan Proposal ” means the loan proposal letter dated October 13, 2016 by and between Borrower and Lender together with any amendments or supplements.

1.25 “ Mortgage ” means the mortgage and security agreement and fixture financing statement of even date herewith from Borrower to Lender securing the Loan, including any amendments or supplements.

1.26 “ Mortgaged Property ” means the Land and Improvements and any other land and property, tangible or intangible, mortgaged pursuant to the Mortgage.

1.27 “ Note ” means a promissory note from Borrower to Lender in the original principal amount of three million seven hundred thousand and no/100 dollars ($3,700,000.00), which evidences Borrower’s obligation to repay the Loan with interest, and each amendment, modification, extension or renewal thereof.

1.28 “ Organizational Documents ” means the following documents, each of which must be satisfactory to Lender in form and substance:

1.28.1 Articles of Incorporation of each Borrower;

1.28.2 Bylaws of each Borrower;

1.28.3 Certificate of Secretary of Borrower;

1.28.4 Resolutions of Directors of Borrower approving the transaction and authorizing one or more persons to sign documents on behalf of the entity; and

1.28.5 Certificate or other evidence of good standing of Borrower.

1.29 “ Permitted Liens ” has the meaning set forth in Schedule 5.2.

1.30 “ Permitted Indebtedness ” has the meaning set forth in Schedule 5.3.

1.31 “ Phase II Environmental Assessment ” means the phase II environmental assessment on the Mortgaged Property located in Plymouth, Minnesota that must be obtained by the Borrower after closing as described in Section 4.19.3 below

1.32 “ Related Party ” means a party that is any of the following: (i) an Affiliate of Borrower; (ii) an individual or entity that has, directly or indirectly, a 10% or more ownership interest in the Borrower; or (iii) an entity that is owned entirely or in part by the Borrower.

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1.33 “ Security Agreement ” means the security agreement of even date herewith from Borrower to Lender, including any amendments or supplements.

1.34 “ Title ” means DCA Title as an agent of Old Republic National Title Insurance Company.

1.35 “ Transfer ” means any sale, grant, pledge, assignment, mortgage, encumbrance, security interest, consensual lien, hypothecation, lease (other than bona fide third party leases for actual occupancy by a tenant), transfer or divesture of an interest in (i) the Collateral (except as permitted by clause (ii)) or the Mortgaged Property, or (ii) all or any substantial part of the assets of the Borrower except for assets sold in the ordinary course of Borrower’s business. Any change in the legal or equitable title of the Collateral or the Mortgaged Property whether or not of record and whether or not for consideration will be deemed a Transfer.

Section 2. The Loan and Conditions of Lending .

2.1 Loan . Subject to the conditions and terms of this Agreement, Lender agrees to make the Loan to Borrower in the principal amount of three million seven hundred thousand and no/100 dollars ($3,700,000.00). Borrower agrees to borrow the amount of the Loan from Lender in accordance with this Agreement. The Loan will be made simultaneously in a single advance upon the closing of the Loan, subject to satisfaction of the conditions precedent set forth in Section 2.2.

2.2 Conditions Precedent to the Loan . The obligations of the Lender to make the Loan under this Agreement are subject to the following conditions precedent being satisfied, in Lender’s sole discretion, on the date of such advance:

2.2.1 Approval by Lender’s Counsel . All legal matters incidental to the extension of credit by Lender under this Agreement and the Loan Documents are reasonably satisfactory to Lender’s counsel.

2.2.2 Loan and Organizational Documentation . Borrower must deliver, without expense to Lender, originals of each of the Loan Documents and copies of the Organizational Documents, duly executed to the extent required by Lender, all in accordance with terms and conditions acceptable to Lender. The documents required by Lender to be recorded or filed must have been recorded or filed, without expense to Lender, and all recording fees, filing fees, charges, expenses and taxes (including, but not limited to, mortgage registration tax) must have been paid by Borrower.

2.2.3 No Default; True and Correct Representations . There is no default, or no occurrence of an event that would become a default, under the terms of this Agreement or any of the Material Loan Documents. The representations and warranties in Section 3 of this Agreement must be true and correct in all material respects as of the date of the advance.

2.2.4 Financial Statements and Change in Financial Condition . Borrower will deliver, without expense to Lender, copies of all financial statements of the

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Borrower as requested by the Lender for loan approval and thereafter in accordance with this Agreement. There has not been any material adverse change, as determined by Lender, in the financial condition or business of Borrower, nor any material decline in the market value of any Collateral or the Mortgaged Property or a substantial or material portion of the assets of Borrower.

2.2.5 Leasing Documents . Borrower will deliver, without expense to Lender, copies of the Leasing Documents, duly executed to the extent required by Lender, all in accordance with terms and conditions acceptable to Lender.

2.2.6 Legal Opinion . Opinion of Lindquist & Vennum LLP as counsel for Borrower delivered to the Lender, providing customary legal opinions (subject to customary and reasonable assumptions and qualifications) ordinarily delivered in transactions of the type contemplated hereby

2.2.7 Payment of Fee s . Payment of all reasonable and out-of-pocket fees and expenses then due and payable pursuant to this Agreement and the Loan Documents.

2.2.8 Appraisal . Lender obtaining, without expense to Lender, an appraisal of the Mortgaged Property prepared by a licensed appraiser approved by Lender that shows a fair market value that is acceptable to Lender.

2.2.9 Title to the Land . The title to the Land must be satisfactory in all respects to Lender, and Title must have agreed to provide the Commitment for Title Insurance and agreed to insure Lender in accordance with a title insurance policy and endorsements satisfactory in all respects to Lender.

2.2.10 Governmental Compliance and Approvals . Evidence satisfactory to the Lender that the Improvements are permitted by and comply in all material respects with all applicable governmental regulations and all applicable restrictions and requirements.

2.2.11 Environmental Assessment . Borrower must deliver, without expense to Lender, a phase I environmental assessment that is acceptable to Lender.

2.2.12 Insurance . Borrower must deliver, without expense to Lender, evidence satisfactory to the Lender of the insurance required to be maintained by Borrower under this Agreement and the Mortgage.

2.2.13 UCC Searches . Lender obtaining, without expense to Lender, Uniform Commercial Code searches and federal and state lien searches as of the date of the Mortgage or the most current date for which such searches are available, showing no financing statements or tax liens of record with respect to the Borrower.

2.2.14 Deposit Account . Borrower opening and maintaining the Deposit Account with Lender for all funds of Borrower related to its operation and the authorization to deduct payments made under the Note directly from the Deposit Account.

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2.3 Partial Release of Mortgaged Property . Lender agrees to release from the lien of the Mortgage and the other Loan Documents, as applicable, portions of the Mortgaged Property upon the closing of the sale thereof or by request of the Borrower (hereinafter referred to as a “ Release Parcel ”), upon satisfaction by Borrower of the following terms and conditions:

2.3.1 Lender approves such release in writing, which consent will not be unreasonably withheld;

2.3.2 Borrower shall have made such request at least ten (10) business days prior to the requested release date;

2.3.3 On requested release date, and on the actual release date, no Default or Event of Default shall exist under the Mortgage and Loan Documents;

2.3.4 A Release Parcel must be released as a whole and not in part; and

2.3.5 Upon any such release of a Release Parcel, Borrower shall pay Lender in immediately available funds an amount (hereinafter referred to as a “ Release Amount ”) equal to the greater of (i) the fair market value of the Release Parcel as determined by a new appraisal completed at the time of requested release by an appraiser acceptable to the Lender and agreed to by the Borrower, or (ii) the value for the Release Parcel shown on Exhibit 2.3 attached hereto. The Release Amount for the release of each Release Parcel shall be applied to the principal, interest, fees, costs and expenses due to Lender under Loan 1, whether then due and payable or not, and if Loan 1 is paid in full then to the principal, interest, fees, costs and expenses due to Lender under Loan 2, whether then due and payable or not, and will not be subject to any pre-payment penalty. The cost of the appraisal for the Release Parcel will be paid by the Borrower.

Section 3. Representations and Warranties . Borrower represents and warrants to Lender, as of the date of this Agreement, as follows:

3.1 Legal Existence and Authorization . Each Borrower is a corporation duly organized and in good standing under the laws of the State of Minnesota and has the power to enter into and has authorized execution and delivery of this Agreement, the Loan Documents and the Leasing Documents to which it is a party. Borrower will, at all times, preserve and maintain its existence and all of its rights, privileges and franchises and will comply in all material respects with all applicable laws and regulations regarding its existence.

3.2 Validity of Documents . Each Loan Document and Leasing Document to which Borrower is a party has been duly executed and delivered by Borrower and is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and no default exists under any such documents.

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3.3 No Violation . The execution and delivery of this Agreement, the Loan Documents and the Leasing Documents to which Borrower is a party, the consummation of the transactions contemplated hereby and the fulfillment of the terms and conditions hereof do not and will not violate the Organizational Documents or conflict with or result in a breach of or constitute a default under any of the terms or conditions of any mortgage, indenture, loan agreement or any instrument to which Borrower is now a party or which is binding upon Borrower or its properties and do not and will not result in violation of any order, decree, statute, rule or regulation of any court or of any state or federal regulatory body having jurisdiction over Borrower or its properties, and do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature upon any property or assets of Borrower contrary to the terms of any indenture, mortgage or other agreement or instrument to which Borrower is a party or by which its assets are bound.

3.4 Litigation and Judgments . Except as set forth on Schedule 3.4, there is no suit, action, proceeding or investigation pending or threatened against or affecting Borrower (or any basis therefor) at law or in equity or by or before any court, arbitrator, administrative agency or other federal, state or local governmental authority which individually or in the aggregate, if adversely determined, might have a material adverse effect on, or affect the validity as to Borrower of, any of the transactions contemplated hereby or the ability of Borrower to perform their obligations under this Agreement or the Loan Documents. There are no judgments against Borrower that have not been satisfied.

3.5 Title to the Collateral . All of Borrower’s assets are titled in its legal name. Except for Permitted Liens, Borrower owns and has good title to all of the Collateral free and clear of all security interests, and Borrower has not executed any security documents or financing statements relating to such assets. Except for the Permitted Liens, all mortgages and UCC financing statements, together with any amendments and continuations, filed against the Collateral or Borrower with respect to the Collateral have been satisfied, terminated or released and said documents evidencing the same will be filed with the appropriate governmental authority upon the closing of the Loan. In the event that any termination or release is not filed as required, Lender is authorized to file the termination and/or release.

3.6 Tax Returns . To the best of Borrower’s knowledge, all tax returns and reports of Borrower required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those disclosed by Borrower to Lender that are presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

3.7 Correctness of Financial Statements . Any and all financial statements delivered to Lender by Borrower are true and correct in all respects and fairly present the financial conditions of Borrower as of the date of the financial statement. No material adverse change has occurred in the financial conditions reflected in these financial statements of Borrower since the date of the statement and no additional borrowing has been made by Borrower since such date other than the borrowing contemplated under this Agreement or otherwise approved by Lender. Neither the

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financial statements or any certificate or statement furnished to Lender by or on behalf of Borrower in connection with this transaction, nor the representations and warranties contained in this Agreement, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make any statements not misleading. To the best knowledge of Borrower, there is no fact which materially or adversely effects or in the future (so far as Borrower can now foresee) may materially or adversely affect the business or prospects or condition (financial or other) of Borrower or their properties or assets, including the Collateral, which has not been set forth in a certificate or statement furnished to Lender by Borrower.

3.8 Organizational Documents . All Organizational Documents of the Borrower have been delivered to Lender and are true and correct in all respects and fairly present the organization of the entity. No material adverse change has occurred in the organization of the entity reflected in these Organizational Documents since their respective dates and no additional agreements have been made by Borrower concerning the organization of the entity.

3.9 Other Obligations . Except as described on Schedule 3.9, Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation.

3.10 Environmental Matters . Except as described on Schedule 3.10, Borrower is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations adopted pursuant thereto, which govern or affect any of Borrower’s operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or supplemented from time to time. None of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no material contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment.

3.11 Compliance . Except as otherwise disclosed herein, the Land and Improvements are in material compliance requirements of law, including requirements of any federal, state, county, city or other governmental authority having jurisdiction. All material requirements and permits and approvals (including without limitation all building permits and zoning, environmental and land use approvals) necessary to enable Borrower to acquire and operate the Land and Improvements have been obtained and will be maintained in full force and effect. Except as set forth in the Commitment for Title Insurance, the Improvements are entirely within the Land and do not encroach upon any easement or land of others.

3.12 Condition of Mortgaged Property . Borrower has inspected the Mortgaged Property and it is in good condition, repair and operating condition, normal wear and tear excluded, free from any material defect, misuse, or item of repair.

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3.13 No Ownership of Other Parcels related to the Mortgaged Property . Neither Borrower owns any property related or adjacent to the Mortgaged Property that is not encumbered by the Mortgage and defined as Mortgaged Property under this Agreement. Borrower will provide Lender with written notice of the purchase of any property related or adjacent to the Mortgaged Property by Borrower.

3.14 Leases . Borrower is the landlord with all of landlord’s right, title and interest with respect to the Leases. There is no default under any Lease and all Leases specifically set forth in this Agreement are in full force and effect. Any rights of tenant to purchase the Land under any Lease have been properly waived and released by tenant. All Leases will be subordinate to the Mortgage unless Lender agrees in writing that the Mortgage is subordinate to such Lease. Borrower must, upon request by Lender, provide Lender with a copy of each proposed or executed Lease and with financial information on the proposed tenant in the possession or control of Borrower. Borrower must, upon request by Lender, provide Lender with a status report of all Leases of space within the Mortgaged Property that shows the names of all tenants, the areas leased, the major terms of all Leases, the current status and amount of rents payable of each Lease, and all letters of intent or agreements to lease.

Section 4. Affirmative Covenants of Borrower . Borrower covenants, that so long as Lender remains committed to extend credit to Borrower pursuant to this Agreement, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Lender under any of the Loan Documents remain outstanding (other than inchoate indemnification obligations for which no claim has been made), and until payment in full of all obligations of Borrower in connection with the Loan, or unless Lender otherwise consents in writing, that Borrower must do the following:

4.1 Punctual Payments . Punctually pay all principal, interest, fees, Loan Charges and other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein, and immediately upon demand by Lender, pay the amount by which the outstanding principal balance of any credit advanced under this Agreement exceeds any applicable limitation on borrowings. Borrower will reimburse Lender all expenses paid to third parties of the nature described in this Section which have been or may be incurred by Lender with respect to the Loan. Lender may pay or deduct from the Loan proceeds any of such expenses, and any Loan proceeds so applied will be deemed advances under this Agreement.

4.2 Financial Statements and Reporting Requirements . Borrower must furnish to Lender the following information at the following times:

4.2.1 Annual Financial Statements . As soon as available, and in any event within ninety (90) days after the end of each fiscal year, Borrower must furnish to Lender the following: (i) annual financial statements of Borrower for the calendar year end, which financial statements must include, but not be limited to, a balance sheet, a statement of liabilities and shareholder equity, a statement of income or loss and retained earnings, statement of cash flows, and a statement of changes in financial position, all with footnotes, if any, included; and (ii) any other financial statements and information that Lender reasonably requests. All annual financial statements furnished by Borrower must be prepared in reasonable

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detail and in accordance with GAAP (or tax accounting reconciled to GAAP) and audited by a reputable accounting firm in form and substance acceptable to Lender and with such certifications as Lender may specify. The foregoing financial statements shall have been deemed delivered to the Lender (and Borrower shall have complied in all respects with the requirements of this Section 4.2.1) without any other action required by Borrower upon the filing of the Borrower’s 10-K each year with the Securities Exchange Commission.

4.2.2 Quarterly Financial Statements . As soon as available, and in any event within forty-five (45) days after the end of each calendar quarter, and as otherwise reasonably requested by Lender, Borrower must furnish to Lender the following: (i) financial statements of Borrower for the fiscal quarter end, which financial statements must include, but not be limited to, a balance sheet, a statement of income or loss; and (ii) any other financial statements and information that Lender reasonably requests. All quarterly financial statements furnished by Borrower must be prepared in reasonable detail and in accordance with GAAP (or tax accounting reconciled to GAAP). The foregoing financial statements shall have been deemed delivered to the Lender (and Borrower shall have complied in all respects with the requirements of this Section 4.2.2) without any other action required by Borrower upon the filing of the Borrower’s 10-Q each quarter with the Securities Exchange Commission.

In the event Borrower fails to furnish any of the foregoing financial statements in accordance with the terms of Sections 4.2.1 and 4.2.2, the same will be an Event of Default and in addition to any other remedies available, Lender may cause an audit to be made of the respective books and records at the sole cost and expense of Borrower. Lender will also have the right to examine at their place of safekeeping at reasonable times mutually agreeable between Borrower and Lender (but in no event more than two (2) business days after the request from Lender) all books, accounts and records relating to the operation of the Mortgaged Property.

4.3 Books and Records; Inspection and Examination . Maintain accurate books and records in accordance with generally accepted accounting principles (“ GAAP ”) consistently applied, as applicable. Upon request and reasonable notice by Lender, Borrower must permit any representative of Lender, at any reasonable time mutually agreeable between Borrower and Lender (but in no event more than two (2) business days after the request from Lender) during business hours, to inspect, audit, examine, and make copies of all corporate and financial books and records of Borrower and to inspect the Collateral and other property of the Borrower.

4.4 Compliance with Laws . Borrower will comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any governmental authority in the conduct of its business.

4.5 Documents . Borrower will duly perform and observe all of the covenants, agreements and conditions on its part to be performed and observed under the Agreement, Loan Documents, Organizational Documents, and Leasing Documents, and any and all other agreements and instruments to which Borrower is a party related to the Mortgaged Property. Borrower will not, without the prior written consent of Lender, surrender, terminate, cancel,

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rescind, supplement, alter, revise, modify, amend or assign or pledge its interest in any of the foregoing documents. Borrower must not excuse or waive a default of a third party under any of these documents without the prior consent of Lender. Borrower will, upon request by Lender, provide Lender with a fully executed copy of each of these documents together with all exhibits and attachments and all amendments and modifications.

4.6 Payment of Taxes and Other Claims . Borrower must file when due all required tax returns and will pay when due all material taxes, assessments and other governmental charges and will pay when due all lawful claims for labor, material and supplies, which, if unpaid, might become a lien against the Collateral, except any such taxes, assessments or other governmental charges which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

4.7 Insurance . Borrower must provide and maintain at all times insurance in such forms and covering such risks and hazards and in such amounts and with such companies as are reasonably satisfactory to Lender and as may be required by the Mortgage. Losses will be payable in accordance with the provisions of the Mortgage. Upon request of Lender, Borrower must furnish to Lender reports of each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the properties insured; (e) the then current property values on the basis of which insurance has been obtained and the manner of determining those values and (f) the expiration date of the policy.

4.8 Legal Existence and Operation of the Business . Borrower will preserve and maintain its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business and will conduct its business affairs in a reasonable and prudent manner in compliance with all applicable federal, state and municipal laws, ordinances, rules and regulations respecting its properties, business and operations, except where the failure to so maintain such rights, privileges and franchises could not reasonably be expected to have a material adverse effect on the Borrower or its ability to perform its obligations hereunder. Borrower will not make any substantial change in the nature of Borrower’s business as conducted as of the date of this Agreement.

4.9 Maintenance of the Collateral and Mortgaged Property . Borrower must not abandon the Mortgaged Property. Borrower must keep and maintain the Collateral in good condition, repair and operating condition, normal wear and tear excluded, free from any waste or misuse. Borrower must keep and maintain all property, buildings, improvements or structures now or hereafter located on the Mortgaged Property in good condition, repair and operating condition, normal wear and tear excluded, and will from time to time make necessary repairs, renewals and replacements.

4.10 Inspection of the Collateral . Lender or its designated representative, will, at all times during the making of the Loan, have the right of entry and free access during regular business hours at times mutually agreeable to the Borrower and Lender (but in no event more than two (2) business days after the request from Lender) to the Collateral, including the Mortgaged Property, and the right to inspect all work done regarding the Improvements, labor performed and materials, if any, furnished in and about the Mortgaged Property and the right to inspect all books, contracts and records of Borrower relating to the Collateral; provided that suitable arrangements are made to minimize disruption of business.

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4.11 Litigation . Borrower must promptly advise Lender in writing of all litigation and all notices, complaints and charges made by any governmental authority which could reasonably be expected to have a material adverse effect on a material portion of the Collateral, the Land, Improvements or Borrower, or its business or the ability of the Borrower to perform its obligations hereunder.

4.12 Notice to Lender . Promptly (but in no event more than five (5) days after the occurrence of each such event or matter) give written notice to Lender in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the organizational structure of Borrower; (c) the occurrence and nature of any reportable event or prohibited transaction, each as defined in ERISA, or any funding deficiency with respect to any plan; or (d) any termination or cancellation of any insurance policy which Borrower is required to maintain, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting Borrower’s property in excess of an aggregate of $250,000.

4.13 Payment of Loan Origination Fee . Borrower must pay to Lender the entire Loan Origination Fee not later than the closing of the Loan. The Lender will be entitled to disburse the Loan Origination Fee directly to itself out of the Loan.

4.14 Additional Acts . Borrower agrees upon demand of Lender to do any act or execute any additional documents (including, but not limited to, mortgages against real property and security agreements on any personal property included or to be included in the Collateral) as may be reasonably required by Lender to secure the Note or confirm the lien of the Mortgage or the other Loan Documents. Upon the demand of Lender for reasonable cause, from time to time and at any time, Borrower agrees to deliver to Lender updated and recertified copies of the Loan Documents.

4.15 Updated Appraisal . Upon reasonable request of Lender, Borrower, at its cost and expense, further agrees to furnish Lender with an updated appraisal of the Mortgaged Property and a certificate from Title setting forth all owners of and encumbrances on the Mortgaged Property, provided that Borrower will not be required to provide such appraisal and such certificate more than once in any twelve (12) month period. Any updated appraisal must be prepared by an appraiser approved by Lender and the appraisal must be prepared in a manner reasonably acceptable to Lender and in accordance with all applicable laws.

4.16 Deposit Account . Borrower must maintain the Deposit Account with Lender at all times during the term of this Agreement for the funds of Borrower related to the Mortgaged Property with the authorization to deduct payments made under the Note directly from this account. All rents received under any and all Leases must be deposited into this account.

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4.17 Financial Covenants.

4.17.1 Debt Service Coverage Ratio . Borrower will not permit Borrower’s debt service coverage ratio as determined by Lender as of the last day of any fiscal quarter of the Borrower to be less than 1.15 to 1. The debt service coverage ratio means the ratio of (a) the Borrower’s EBITDA to (b) the aggregate amount of principal and interest due and payable by the Borrower under the Loan and any other loans.

The debt service coverage ratio shall each be calculated quarterly using the preceding 12 months of the Borrower’s operations utilizing the Borrower’s public financial statements and Borrower-prepared supplemental schedules.

Notwithstanding anything to the contrary contained herein, in the event that Borrower desires to cure any default of the financial covenant contained in this Section 4.17.1 for any period, the Borrower (x) has a right to cure an EBIDTA Shortfall of less than one hundred thousand dollars ($100,000.00), and (y) has a right to request that the Lender permit a cure of an EBIDTA Shortfall, as set forth herein.

(a) In the event the EBITDA Shortfall is less than one hundred thousand dollars ($100,000.00) for any period and the Borrower desires to cure any default of the financial covenant contained in this Section 4.17.1 for said period, Borrower shall (i) provide Lender with written notice of such intention to cure no later than five (5) calendar days prior to the date that the financial statements for such period are required to be delivered pursuant to Section 4.2 (the “ Cure Notice ”) and (ii) within five (5) calendars days after delivery of the Cure Notice, make a voluntary prepayment of the Loan (the “ Cure Payment ”) in an amount equal to the EBITDA Shortfall.

If a Cure Notice has been delivered, then from the last day of the period related to such Cure Notice until the earlier to occur of receipt by the Lender of the Cure Payment or expiration of the five (5) day period described in clause (ii) of the prior paragraph, Lender shall not impose default interest, assess any late charge, accelerate any obligations owing under any Loan Document, terminate any commitment to lend or exercise any enforcement remedy against Borrower or any of its properties solely as a result of the financial covenant default that has been (or is to be) cured pursuant to the terms hereof. Upon timely receipt by Lender of the Cure Payment (which shall be applied by Lender as voluntary prepayment of the Loan in accordance with the terms hereof), the Event of Default on account of such failure to satisfy the financial covenants set forth in this Section 4.17.1 shall be deemed cured, and for all other purposes and calculations hereunder, the Cure Payment shall be deemed to be included in the calculation of EBITDA for the period with respect to which the Cure Notice was delivered. If the Borrower fails to deliver the Cure

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Payment prior to expiration of the five (5) day period described in clause (ii) of the prior paragraph, an Event of Default will exist and the Lender may exercise all of the remedies to which it is entitled.

(b) In the event the EBITDA Shortfall is one hundred thousand dollars ($100,000.00) or more for any period and the Borrower desires to cure any default of the financial covenant contained in this Section 4.17.1 for said period, Borrower shall (i) provide Lender with a written request to cure the EBITDA Shortfall no later than five (5) calendar days prior to the date that the financial statements for such period are required to be delivered pursuant to Section 4.2 (the “ Cure Request ”). Upon receipt of the Cure Request, the Lender will promptly respond to the Borrower (a “ Cure Response ”) regarding whether the Lender will permit Borrower to cure the default and the amount that is necessary to pay as the Cure Payment. If the Lender does not respond to the Cure request within five (5) calendar days after delivery of the Cure Request, the Cure Request will be deemed to be denied. Borrower will have five (5) days after receipt of the Cure Response to pay the Cure Payment specified in the Cure Response.

If a Cure Request has been delivered, then from the date of delivery of the Cure Request until the earlier to occur of receipt by the Lender of the Cure Payment specified in the Cure Response or Lender’s delivery of a Cure Response declining Borrower’s request to cure the default, the Lender shall not impose default interest, assess any late charge, accelerate any obligations owing under any Loan Document, terminate any commitment to lend or exercise any enforcement remedy against Borrower or any of its properties solely as a result of the financial covenant default that has been (or is to be) cured pursuant to the terms hereof. Upon timely receipt by Lender of the Cure Payment specified in the Cure Response (which shall be applied by Lender as voluntary prepayment of the Loan in accordance with the terms hereof), the Event of Default on account of such failure to satisfy the financial covenants set forth in this Section 4.17.1 shall be deemed cured, and for all other purposes and calculations hereunder, the Cure Payment shall be deemed to be included in the calculation of EBITDA for the period with respect to which the Cure Notice was delivered. If the Borrower fails to deliver the Cure Payment specified in the Cure Response prior to expiration of the five (5) day period after receipt of the Cure Response, an Event of Default will exist and the Lender may exercise all of the remedies to which it is entitled.

For purposes of this section, “ EBITDA Shortfall ” shall mean that amount which, if included in the calculation of EBITDA for the period with respect to which the Cure Notice has been delivered, would cause the Borrower to be in compliance with the financial covenant set forth in this Section 4.17.1 for such period.

4.17.2 Growth Capital Expenditures . The Borrower shall not make, or become legally obligated to make for each fiscal year, Growth Capital

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Expenditures costing in excess of two million dollars ($2,000,000) in the aggregate during any such fiscal year, unless the Borrower shall have had at least a trailing 12 month average of $2,000,000 in cash in deposits with the Lender at the time of the making of any such Growth Capital Expenditure.

4.18 Delivery of Quarterly Compliance Certificate . The Borrower shall furnish to the Lender at the time it delivers (or is deemed to deliver) each set of financial statements required by Section 4.2.2 hereof a Compliance Certificate in substantially the form of Schedule 4.18 hereto, duly executed by either the Borrower’s chief executive officer, chief financial officer or chief accounting officer, which shall set forth in reasonable detail the computations necessary to determine whether the Borrower is in compliance with the financial covenants contained in Section 4.17 hereof.

4.19 Post-Closing Covenants .

4.19.1 Letters of Credit . Within forty-five (45) days after the date of this Agreement, Borrower must (i) obtain from the beneficiaries thereof all letters of credit (the “ WF L/Cs ”) issued by Wells Fargo Bank, National Association (“ Wells Fargo ”) under that certain Third Amended and Restated Credit Agreement dated as of May 8, 2015 by and among Wells Fargo and the Borrowers, (ii) obtain the release of all cash collateral held by Wells Fargo securing the WF L/Cs, (iii) deposit the cash collateral released by Wells Fargo with Lender to collateralize the following letters of credit to be issued by the Lender under separate written agreements between Borrower and Lender:

4.19.2 Surveys . Within ninety (90) days after the date of this Agreement, Borrower must deliver, without expense to Lender, current surveys for the Mortgaged Property certified to Lender and Title that are acceptable to Lender and which are sufficient for Title to append a “same as survey” endorsement to the title policy.

4.19.3 Environmental Matters . Within ninety (90) days after the date of this Agreement, Borrower must deliver, without expense to Lender, the Phase II Environmental Assessment.

Section 5. Negative Covenants of Borrower . Borrower further covenants, that so long as Lender remains committed to extend credit to Borrower pursuant to this Agreement, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Lender under

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any of the Loan Documents remain outstanding (other than inchoate indemnification obligations for which no claim has been made), and until payment in full of all obligations of Borrower in connection with the Loan, that Borrower will not do, and will not permit any Affiliate or other person to do, without Lender’s prior written consent, any of the following:

5.1 Use of Funds . Use any of the proceeds of any credit extended under this Agreement, except for the purposes stated in this Agreement.

5.2 Liens . Except for the Permitted Liens listed in Schedule 5.2, Borrower must not create, incur or cause to exist any mortgage, deed of trust, pledge, lien, security interest, assignment or transfer with respect to all or any portion of the Collateral to secure any Indebtedness, and Borrower will continue to own and have good title to all of the Collateral free and clear of all liens and security interests. Except with respect to the Permitted Liens, Borrower must not execute or authorize any party to execute any security documents or financing statements with respect to the Collateral.

5.3 Indebtedness . Borrower must not incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Lender, (b) subordinated debt approved in writing by Lender, and (c) the Indebtedness secured by the Permitted Liens, (d) any other liabilities of Borrower existing as of the date hereof and disclosed to Lender in writing as Permitted Indebtedness and listed in Schedule 5.3, and (e) any extension, renewal or replacement of such excepted Indebtedness (so long as such Indebtedness is not increased above the amount outstanding immediately prior to giving effect to any such extension, renewal or replacement).

5.4 Restrictions on the Sale or Transfer of Assets and Ownership Interests; Acceleration upon Transfer . Borrower will not cause a Transfer to occur and will not change the person or entity controlling or managing Borrower, without obtaining, in each instance, the written approval of Lender.

5.5 Consolidation and Merger . Borrower will not consolidate with or merge into any other entity, or permit any other entity to merge into Borrower, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other entity.

5.6 No Expansion of Improvements . Borrower further agrees that it will not expand any material Improvements or erect any new material Improvements, provided nothing herein precludes Borrower from constructing Improvements necessary or desirable for Borrower’s business purposes which are non-structural in nature and which do not constitute material alterations, affect the nature of use, structure or utility, or decrease the market value of the Mortgaged Property.

5.7 Transactions With a Related Party . Borrower must not enter into or be a party to any transaction with any Related Party except in the ordinary course of and pursuant to the reasonable requirements of such business and upon fair and reasonable terms that are no less favorable than would be obtained in a comparable arms-length transaction with a third party.

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5.8 Restrictions on Nature of Business . Borrower will not make any substantial change in the nature of Borrower’s business as conducted as of the date of this Agreement.

Section 6. Events of Default .

6.1 Events of Default . Each of the following events will constitute an “ Event of Default ” under this Agreement:

6.1.1 Borrower’s failure to make a payment of principal, interest or other amounts as and when due under the Note.

6.1.2 If at any time any representation or warranty made by Borrower in this Agreement or in any other Material Loan Document or under any financial statement or certificate provided by Borrower to Lender proves to be incorrect, false or misleading in any material respect when furnished or made.

6.1.3 If Borrower fails to perform, without expense to Lender and within a reasonable period of time after receipt of the Phase II Environmental Assessment, any remediation of environmental matters on the Mortgaged Property which are both (x) recommended by the environmental consultant performing the post-closing Phase II Environmental Assessment, and (y) deemed reasonable and appropriate by Lender; provided, however, that any such Event of Default pursuant to this Section 6.1.3 shall be deemed cured in all respects automatically if and to the extent Borrower promptly pays to Lender the Release Amount (as set forth on Schedule 2.3) with respect to the Mortgaged Property to which the Phase II Environmental Assessment applies.

6.1.4 If Borrower fails to perform or observe (subject to any cure right provided for herein) any of the covenants, conditions or terms contained in this Agreement (other than covenants, conditions or terms otherwise specifically addressed in this Section 6) or any Material Loan Document.

6.1.5 If at any time title to any part of the Collateral or the Mortgaged Property is not satisfactory to Lender by reason of any lien, encumbrance or other defect (even though the same may have existed at the time of any advance) except those matters affecting title which have at any time been consented to in writing by Lender, and such lien, encumbrance or other defect is not corrected to Lender’s satisfaction within thirty (30) days after notice to Borrower,

6.1.6 If Borrower fails to comply with any requirement of any governmental authority within thirty (30) days after notice in writing of such requirement has been given to Borrower by such governmental authority, subject to any rights of Borrower to contest such requirement as provided in the Mortgage or hereunder.

6.1.7 If a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a custodian, receiver or trustee for any of its property is filed by Borrower, or if a petition in

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bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a custodian, receiver or trustee of any of Borrower’s property is filed against Borrower which is not dismissed within sixty (60) days, or if a custodian, receiver or trustee of any property of Borrower is appointed and is not discharged within sixty (60) days, or if Borrower makes an assignment for the benefit of creditors or generally does not pay its debts as they become due, or if Borrower be adjudged insolvent by any state or federal court of competent jurisdiction, or if an attachment or execution is levied against any substantial portion of the property of Borrower which is not discharged within sixty (60) days.

6.1.8 If Borrower is dissolved, liquidated or otherwise not in existence, or any of Borrower’s directors, governors, shareholders, members or owners initiate any such action.

6.1.9 If any other Material Loan Document is revoked or terminated.

6.1.10 Failure to timely provide financial statements as required hereunder.

6.1.11 A default in the payment or performance by Borrower of any of the terms and conditions of the Leasing Documents.

6.1.12 If Borrower is in default under any other agreement with Lender (whether in connection with the Loan or otherwise) other than any Letter of Credit Agreement and any required notice has been given and any time in which to cure the default has elapsed; it being understood that any default or event of default under any Letter of Credit Agreement shall not itself cause an Event of Default hereunder or under any other Loan Document. For purposes of the foregoing, “ Letter of Credit Agreement ” shall mean any business loan agreement, promissory note or other similar agreement or instrument supporting, evidencing or otherwise executed in connection with each letter of credit now or hereafter issued by the Lender for the benefit of the Borrower or any affiliate of the Borrower.

6.2 Remedies . If any Event of Default occurs, except where otherwise provided in this Agreement or the Loan Documents, all commitments and obligations of Lender under this Agreement or the Loan Documents or any other agreement will immediately be suspended or terminated (including any obligation to make advances for which Lender will not be obligated to make upon the happening of any event set forth in Section 6.1 regardless of whether or not any required notice was given) at Lender’s option, and/or Lender may, at its option, declare the entire Indebtedness owed to Lender immediately due and payable and may foreclose the Mortgage and any other collateral given as security for the Loan, all without notice of any kind to Borrower, except that in the case of an Event of Default described in Section 6.1.7), such acceleration will be automatic and not optional. Following an Event of Default, Lender will have all remedies available under the Loan Documents and at law or in equity, and all such remedies will be cumulative and not exclusive.

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Section 7. Miscellaneous .

7.1 No Waiver . No delay, failure or discontinuance of Lender in exercising any right, power or remedy under any of the Loan Documents will affect or operate as a waiver of such right, power or remedy; nor will any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise of those rights, powers or remedies or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Lender of any breach of or default under any of the Loan Documents must be in writing and is effective only to the extent set forth in the writing.

7.2 Notices . Any notices and other communications permitted or required by the provisions of this Agreement (except for telephonic notices expressly permitted) must be in writing and will be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as hereinafter provided. Each such notice will be effective upon being deposited or delivered as aforesaid. The time period within which a response to any such notice must be given, however, will commence to run from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given will be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days’ notice thereof, either party hereto will have the right from time to time to change its address and will have the right to specify as its address any other address within the United States of America.

Each notice to Lender will be addressed as follows:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:      (651) 289-2222

Fax No.:         (651) 289-0200

Each notice to Borrower will be addressed as follows:

Famous Dave’s of America, Inc.

Minwood Partners, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

Phone No:      (952) 294-1300

Fax No.:         (          )                     

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7.3 Costs, Expenses and Attorneys’ Fees . Borrower agrees to pay to Lender immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of Lender’s in-house counsel), expended or incurred by Lender in connection with: (a) the negotiation and preparation of this Agreement and the other Loan Documents, Lender’s continued administration of this Agreement and the Loan Documents, and the preparation of any amendments and waivers of this Agreement and the Loan Documents; (b) the enforcement of Lender’s rights and/or the collection of any amounts that become due to Lender under any of the Loan Documents; and (c) the prosecution or defense of any action in any way related to any of the Loan Documents including, without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Lender or any other person) relating to Borrower or any other person or entity.

7.4 Successors; Assignment . This Agreement is binding upon and inures to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; except that Borrower may not assign or transfer its interest under this Agreement without Lender’s prior written consent. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the Loan Documents. In connection therewith, Lender may disclose all documents and information that Lender now has or may later acquire relating to any credit subject to the Loan Documents, Borrower or its business, or any collateral required under the Loan Documents.

7.5 Entire Agreement; Amendment . This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Lender with respect to each credit subject to the Agreement and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter contained in the Agreement and the Loan Documents. The terms and provisions of the Loan Proposal are hereby terminated and superseded by this Agreement. This Agreement may be amended or modified only in writing signed by each party.

7.6 No Third Party Beneficiaries . This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective permitted successors and assigns, and no other person or entity may be a third party beneficiary of, or have any direct or indirect cause of action or claim in connection with this Agreement or any other of the Loan Documents to which it is not a party.

7.7 Time . Time is of the essence for each and every provision of this Agreement and each of the other Loan Documents.

7.8 Severability . If any provision of this Agreement is prohibited by or invalid under applicable law, the provision will be ineffective only to the extent of the prohibition or invalidity without invalidating the remainder of the provision or any remaining provisions of this Agreement.

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7.9 Counterparts . This Agreement may be executed in any number of counterparts, each of which when executed and delivered is deemed to be an original, and all of which when taken together constitute one and the same Agreement.

7.10 Consent to Jurisdiction . The Borrower submits and consents to personal jurisdiction of the Courts of the State of Minnesota and Courts of the United States of America sitting in such State for the enforcement of this instrument and waives any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State of Minnesota. Litigation may be commenced in any state court of general jurisdiction for the State of Minnesota or the United States District Court located in that state, at the election of the Lender. Nothing contained herein prevents Lender from bringing any action against any other party or exercising any rights against any security given to Lender, or against the Borrower personally, or against any property of the Borrower, within any other state. Commencement of any such action or proceeding in any other state does not constitute a waiver of consent to jurisdiction or of the submission made by the Borrower to personal jurisdiction within the State of Minnesota.

7.11 Governing Law . Notwithstanding the place of execution of this Agreement, the parties to this Agreement have contracted for Minnesota law to govern this Agreement and it is agreed that this Agreement is made pursuant to and will be construed and governed by the laws of the State of Minnesota without regard to principles of conflicts of laws.

7.12 Waiver of Jury Trial . THE BORROWER WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTIES TO THIS AGREEMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS AGREEMENT.

7.13 Right of Setoff . To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

7.14 Cross Collateralization . In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.

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7.15 Joint and Several Liability . Since two corporations are executing this Agreement as Borrower, the liability of each such corporation to pay and perform all obligations under the Loan Agreement and the other Loan Documents shall be joint and several. Each Borrower shall remain liable for all obligations under the Loan and Loan Documents notwithstanding any provisions of law that may prevent the Lender from enforcing such obligations against the other Borrower.

7.16 Changes to Financial Reporting . Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that if, after the date hereof, there are any changes to GAAP or if GAAP is replaced by another set of accounting rules and principles to which the Borrower is subject, the parties shall mutually agree to revise the financial covenants and definitions affected thereby so that they conform to such modifications after giving effect thereto.

7.17 Waiver and Subordination of Co-Borrower Claims . Each Borrower unconditionally and absolutely waives:

7.17.1 all claims, rights and remedies, and all rights of subrogation, indemnity, exoneration, contribution or reimbursement whatsoever, and any right of recourse to the security given to the Lender, that a Borrower may have against the other Borrower until all of the obligations under the Loan and Loan Documents are fully paid and discharged. Borrower understands that Borrower may have rights under applicable law to be subrogated to such security and knowingly waives and relinquishes such rights and any claim that any subrogation rights were abrogated by any acts of Lender. Borrower agrees that all current and future obligations under the Loan and Loan Documents shall be superior to all current and future claims, rights and remedies that a Borrower may have against the other Borrower. Borrower subordinates all current and future claims, rights and remedies that Borrower may have against the other Borrower to all current and future claims, rights and remedies that Lender may have against Borrower; and

7.17.2 any right that Lender prosecutes collection of the Loan or resorts to any instrument or security given to secure the Loan or proceeds against the other Borrower or against any other guarantor or surety prior to enforcing the Loan and Loan Documents against a Borrower. Lender may, in its sole discretion, proceed in joint or separate action against each Borrower and pursue its remedies against each Borrower or any other guarantor or surety without affecting its rights against the other Borrower.

signature pages follow

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IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of the date first above written.

BORROWER:

signature page to Loan Agreement

- re: Famous Dave’s Loan 1

S-1

signature page to Loan Agreement

- re: Famous Dave’s Loan 1

S-2

SCHEDULE 3.4 TO LOAN AGREEMENT

LITIGATION AND JUDGMENTS

Famous Dave’s of America, Inc. v. SR El Centro, Inc., et al. , Superior Court of the State of California, County of Los Angeles, Central Division, Case No. BC589329, filed July 24, 2015.

SR El Centro, Inc., et al. v. Famous Dave’s of America, Inc. , Superior Court of the State of California, County of Los Angeles, Case No. NC060189, filed July 28, 2015.

Cascade PDX Partners, LLC, et al. v. Kurt Schneiter, et al. , Superior Court of the State of California, County of Orange, Central Justice Center, Case No. 30-2014-00752683-CU-BC-CJC, filed October 23, 2014.

SCHEDULE 3.9 TO LOAN AGREEMENT

EXCEPTIONS TO OTHER OBLIGATIONS

NONE

SCHEDULE 3.10 TO LOAN AGREEMENT

EXCEPTIONS TO ENVIRONMENTAL MATTERS

NONE

SCHEDULE 4.18 TO LOAN AGREEMENT

COMPLIANCE CERTIFICATE

Pursuant to Section 4.18 of the Loan Agreement, dated as of December 2, 2016, (the terms defined therein being used herein as therein defined and terms used herein and not otherwise defined therein being used herein as defined in the Loan Agreement) between FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, and MINWOOD PARTNERS, INC., a Delaware corporation (collectively, the “ Borrower ”), and VENTURE BANK, a Minnesota banking corporation (“ Lender ”), the Borrower hereby certifies to Lender as follows:

1. The financial statements of the Borrower attached hereto for the period ending              , 20      , are maintained on a consolidated and consolidating reporting basis and are complete and correct in all material respects and fairly present the financial condition of the Borrower as of the date of said financial statements and results of its business operations for the period covered thereby, and are prepared in reasonable detail and in accordance with GAAP (or tax accounting reconciled to GAAP).

2. As of              , 20      (the “ Reporting Date ”), the Borrower is in compliance with Section 4.17.1 of the Loan Agreement. The calculations made to determine compliance with such provision were as follows:

2. As of              , 20      (the “ Reporting Date ”), the Borrower is in compliance with Section 4.17.2 of the Loan Agreement. The calculations made to determine compliance with such provision were as follows:

[remainder of page internationally left blank]

Dated:              , 20     

SCHEDULE 5.2

PERMITTED LIENS

Permitted Liens means the following:

1. Mortgages, deeds of trust, pledges, liens, security interests and assignments with respect to all or any portion of the Collateral to secure any indebtedness in existence as of the date of this Agreement and listed as follows:

The aforesaid excludes any such lien as to Collateral described in the lien that has been released or limited but includes any subsequent extension or renewal of such lien to the extent (i) the related extension or renewal of the indebtedness secured thereby is otherwise permitted under this Agreement, (ii) the principal amount secured thereby is not increased above the amount outstanding immediately prior to such extension or renewal, and (iii) the property securing the lien is not increased.

2. Liens for taxes or assessments or other governmental charges to the extent specifically not required to be paid under this Agreement.

3. Liens and security interests granted to Lender.

4. Bankers’ liens, rights of set-off or similar rights as to accounts maintained with a financial institution.

SCHEDULE 5.3 TO LOAN AGREEMENT

PERMITTED INDEBTEDNESS

Permitted Indebtedness means the following:

NONE

Exhibit 10.2

PROMISSORY NOTE

(Note 1)

December 2, 2016

FOR VALUE RECEIVED, the undersigned, FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, and MINWOOD PARTNERS, INC., a Delaware corporation (collectively the “ Borrower ”), agrees and promises to pay to the order of VENTURE BANK, a Minnesota banking corporation, its endorsees, successors and assigns (“ Lender ”), at its principal office at 2640 Eagan Woods Drive, Eagan, Minnesota or such other place as the Lender may from time to time designate, the principal sum of three million seven hundred thousand and no/100 dollars ($3,700,000.00) or so much as may from time to time be disbursed, together with interest, upon the following terms and conditions:

Section 1. Definitions . For the purposes of this Note the following terms have the following meanings:

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Section 2. Disbursements . Disbursements under this Note are to be made pursuant to the terms and conditions of the Loan Agreement.

Section 3. Payment . This Note is payable as follows:

Section 4. Interest Rate . The Principal Balance of this Note outstanding at the close of each day will bear interest at the following per annum rates of interest:

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Section 5. Basis of Computation . Interest will be calculated by multiplying the actual number of days elapsed in the period for which interest is being calculated by a daily rate based on a 360 day year.

Section 6. Late Charge . If any payment under this Note is ten (10) days or more late, Borrower acknowledges and agrees to pay Lender a late charge (“ Late Charges ”) of five percent (5%) of unpaid portion of the regularly scheduled payment or $50.00, whichever is greater, to defray the costs of Lender incident to collecting such late payment. This Late Charge will apply individually to all payments past due and there will be no daily pro rata adjustment. This provision will not be deemed to excuse a late payment or be deemed a waiver of any other rights the Lender may have including the right to declare the entire Principal Balance and interest immediately due and payable.

Section 7. Application of Payments . Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to Principal Balance; then to any prepayment premium; then to any unpaid Costs of Collection; and then to any Late Charges. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. If any payment of the Principal Balance, interest, Late Charges or other sum to be made under this Note becomes due and payable on a day other than a Business Day, the due date of such payment will be extended to the next succeeding Business Day and interest will be payable at the applicable interest rate during such extension. Upon a Default, any monies received will, at the option and direction of the Lender, be applied to any sums due under this Note or any instrument securing this Note in such order and priority as the Lender determines.

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Section 8. Prepayment . If any prepayment of the Principal Balance is made, then a prepayment premium shall be incurred and paid by Borrower as follows:

8.1.1 five percent (5.0%) if such prepayment occurs in Loan Year 1;

8.1.2 four percent (4.0%) if such prepayment occurs in Loan Year 2;

8.1.3 three percent (3.0%) if such prepayment occurs in Loan Year 3;

8.1.4 two percent (2.0%) if such prepayment occurs in Loan Year 4; and

8.1.5 one percent (1%) if such prepayment occurs in Loan Year 5;

provided, however , that in any calendar year the Borrower may prepay principal up to 20% of the original principal amount of this Note, without paying any prepayment premium, if such prepayment is made from Borrower’s operating cash flow.

8.2.1 five percent (5.0%) if such prepayment occurs in Loan Year 6;

8.2.2 four percent (4.0%) if such prepayment occurs in Loan Year 7;

8.2.3 three percent (3.0%) if such prepayment occurs in Loan Year 8;

8.2.4 two percent (2.0%) if such prepayment occurs in Loan Year 9; and

8.2.5 one percent (1%) if such prepayment occurs in Loan Year 10;

provided, however , that in any calendar year the Borrower may prepay principal up to 20% of the original principal amount of this Note, without paying any prepayment premium, if such prepayment is made from Borrower’s operating cash flow.

Borrower shall give Lender prior written notice of prepayment. The prepayment premium, if any, shall be due at the time of prepayment. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of this Note and will not be subject to refund upon

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prepayment except as otherwise required by law. Any prepayment shall not reduce or suspend any required monthly payment or final payment due under this Note. All amounts prepaid shall be applied as set forth in this Note. This Note may be subject to acceleration or prepayment, in whole or part as the case may be, upon certain events of transfer, default, or damage, destruction or condemnation of the Premises, all as more fully set forth in the Loan Agreement. Upon any such acceleration or prepayment, the prepayment premium set forth in this Note shall be incurred by Borrower, unless otherwise excepted in this Note or the Loan Documents.

Section 9. Security . This Note is the Note referred to in and secured by (a) the Mortgage, (b) an Assignment of Rents and Leases given by the Borrower to Lender (“ Assignment ”), and (c) other security agreements, guaranties or instruments described in the Loan Agreement (“ Other Security Instruments ”).

Section 10. Default . Each of the following will constitute a “ Default ” under this Agreement: any “Event of Default” as defined in the Loan Agreement. Upon the occurrence of Default, Lender will have all remedies available under the Loan Agreement, the other Loan Documents, at law or in equity.

Section 11. Time of Essence . Time is of the essence. No delay or omission on the part of the Lender in exercising any right under this Note will operate as a waiver of such right or of any other remedy under this Note. A waiver on any one occasion will not be construed as a bar to or waiver of any such right or remedy on a future occasion.

Section 12. Costs of Collection . In the event of any Default, the Borrower agrees to pay the costs of collection including reasonable attorney’s fees and costs, all other costs and fees incurred in litigation, mediation, bankruptcy and administrative proceedings and all appeals and all other costs and expenses incurred in the collection of the amounts due under this Note (“ Costs of Collection ”).

Section 13. Waiver of Presentment, Etc . Presentment for payment, protest and notice of non-payment are waived. Consent is given to any extension or alteration of the time or terms of payment, any renewal, any release of any part or all of the security, any acceptance of additional security of any kind, and any release of, or resort to any party liable for payment under this Note. To the extent permitted by law, all rights and benefits of any statute of limitations, and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, exemption and homestead laws are waived.

Section 14. Savings Clause . It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than permitted under state law) and that this section controls every other covenant and agreement in this Note and any other Loan Documents. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the indebtedness evidenced by this Note (“ Indebtedness ”), or if Lender’s exercise of the option to accelerate the maturity of this Note, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is

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Borrower’s and Lender’s express intent that all excess amounts previously collected by Lender will be credited on the Principal Balance of this Note and all other Indebtedness (or, if this Note and all other Indebtedness have been or would have been paid in full, refunded to Borrower), and the provisions of this Note and the other Loan Documents will immediately be deemed reformed and the amounts collectible after the reformation will be reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under the documents. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the Indebtedness will, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Indebtedness until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the maximum lawful rate from time to time in effect and applicable to the Indebtedness for so long as the Indebtedness is outstanding. Notwithstanding anything to the contrary contained in this Note or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

Section 15. Acceleration on Sale or Encumbrance . In the event of a Transfer without the written consent of the Lender being first obtained, whether voluntarily, involuntarily or by operation of law, then at the sole option of the Lender, the Lender may upon notice to the Borrower declare the entire Principal Balance together with accrued interest, due and payable in full. A consent by the Lender as to any one Transfer will not be deemed to be a waiver of the right to require consent to a future Transfer. Whether or not consented to by Lender, Borrower must give Lender written notice of any Transfer within fifteen (15) days after a Transfer.

Section 16. Consent to Jurisdiction . The Borrower submits and consents to personal jurisdiction of the Courts of the State of Minnesota and Courts of the United States of America sitting in such State for the enforcement of this instrument and waives any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State of Minnesota. Litigation may be commenced in any state court of general jurisdiction for the State of Minnesota or the United States District Court located in that state, at the election of the Lender. Nothing contained in this Note will prevent Lender from bringing any action against any other party or exercising any rights against any security given to Lender, or against the Borrower personally, or against any property of the Borrower, within any other state. Commencement of any such action or proceeding in any other state will not constitute a waiver of consent to jurisdiction or of the submission made by the Borrower to personal jurisdiction within the State of Minnesota.

Section 17. Notices . Any notices and other communications permitted or required by the provisions of this Note (except for telephonic notices expressly permitted) must be in writing and will be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as provided below. Each such notice will be effective upon being deposited or delivered as aforesaid. The time period within which a response to any such notice must be given, however, will commence to run from the date of receipt of the notice by the addressee. Rejection or other refusal to accept or the inability to deliver because of

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changed address of which no notice was given will be deemed to be receipt of the notice sent. By giving to the other party at least ten (10) days’ notice, either party will have the right from time to time to change its address and will have the right to specify as its address any other address within the United States of America.

Each notice to Lender will be addressed as follows:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:         (651) 289-2222

Fax No.:            (651) 289-0200

Each notice to Borrower will be addressed as follows:

Famous Dave’s of America, Inc.

Minwood Partners, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

Phone No:         (952) 294-1300

Fax No.:            (          )                     

Section 18. Governing Law . Notwithstanding the place of execution of this instrument, the parties to this instrument have contracted for Minnesota law to govern this instrument and it is agreed that this instrument is made pursuant to and will be construed and governed by the laws of the State of Minnesota without regard to principles of conflicts of laws. The extension of credit under this Note is made under Section 47.59 of Minnesota Statutes.

Section 19. Adjustable Rate . This Note provides for adjustments in its interest rate.

Section 20. Waiver of Jury Trial . THE BORROWER WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTIES TO THIS INSTRUMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS INSTRUMENT OR THE RELATIONSHIP ESTABLISHED UNDER THIS INSTRUMENT, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS INSTRUMENT.

Section 21. Right of Set-Off . To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes

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Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

(signature page follows)

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IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be duly executed by its authorized representative, all on the date and year first written above.

signature page to Promissory Note 1

-re: Famous Dave’s Loan

S-1

Exhibit 10.3

MORTGAGE AND SECURITY AGREEMENT

AND FIXTURE FINANCING STATEMENT

THIS INDENTURE (hereinafter referred to as “ Mortgage ”) is made and given as of the 2nd day of December, 2016 by MINWOOD PARTNERS, INC., a Delaware corporation and FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation (collectively, the “ Mortgagor ”) to VENTURE BANK, a Minnesota banking corporation (“ Mortgagee ”).

RECITALS:

A. The Mortgagee has agreed to make a mortgage loan (“ Loan ”) to the Mortgagor in the principal amount of Three Million Seven Hundred Thousand and no/100 dollars ($3,700,000.00) for the purpose of refinancing certain debt obligations of the Mortgagor, and paying certain other costs approved by Mortgagee, all in accordance with a loan agreement between Mortgagor and Mortgagee that is dated the same date as first written above (“ Loan Agreement ”).

B. The Loan is evidenced by a promissory note executed and delivered by the Mortgagor to the Mortgagee that is dated the same date as first written above in the amount of the Loan (“ Note ”).

C. The Note bears interest at a fixed per annum rate of interest all as more fully set forth in the Note (“ Interest Rate ”).

D. The Note is payable in monthly installments of principal and interest with the entire principal balance plus accrued interest and all other charges and sums due and payable in full on December 2, 2026 (“ Maturity Date ”).

E. As security for the repayment of the Loan, Mortgagor is executing and delivering this Mortgage.

F. The term “ Loan Documents ” shall mean the Note, Loan Agreement, this Mortgage, and any other document or instrument given in connection with and/or securing the Loan.

G. All payments owed under the Loan and Loan Documents, together with all other obligations, debts and liabilities of Mortgagor to Mortgagee under the Loan and Loan Documents, and all default and collection costs, including reasonable attorneys’ fees, incurred by the Lender in enforcing payment and performance of the Loan and the Loan Documents and the collection of amounts due thereunder, are collectively referred to as the “ Indebtedness .”

NOW, THEREFORE, to secure the payment of the Indebtedness and the performance of Mortgagor’s obligations under the Loan, and in consideration of the making of the Loan by Mortgagee to Mortgagor and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagor does hereby mortgage, assign, convey, pledge and grant to Mortgagee, its successors and assigns, forever, a first priority security interest in all of the following described property and all proceeds thereof (collectively referred to as the “ Mortgaged Property ”):

(a) Land . All the tracts or parcels of land, all as more fully described in Exhibit A attached hereto and made a part hereof (“ Land ”).

(b) Buildings and Improvements . All buildings, improvements, structures and fixtures now or hereafter existing on the Land; including, but not limited to, the following: all machinery, appliances and equipment used to supply heat, gas, electricity, air conditioning, water, light, waste disposal, power, refrigeration, ventilation, and fire and sprinkler protection; all building materials, supplies and goods intended to be incorporated into the foregoing; all draperies, carpeting, floor coverings, screens, storm windows and window coverings, blinds, awnings, shrubbery and plants; and all elevators, escalators and shafts, motors, machinery, fittings and supplies necessary for their use (it being understood that the enumeration of any specific articles of property shall in no way be held to exclude any items of property not specifically enumerated) (“ Improvements ”).

(c) Easements and Other Appurtenant Rights . All easements, access rights, rights-of-way, covenants, mineral rights, air rights, water rights (whether riparian, appropriative or otherwise and whether or not appurtenant), mining rights, oil and gas rights, servitudes, licenses, tenements and appurtenances now or hereafter belonging, relating or appurtenant to the Land or Improvements. All right, title and interest in and to lands lying in streets, alleys, roads and strips and gores of land now or hereafter adjacent to or used in connection with the Land or the Improvements.

(d) Rents, Income, Leases and Profits . All leases, licenses or other agreements for the use, enjoyment or occupancy of the Land or any part thereof, whether now or hereafter existing or entered into, and all rents, income, contract rights, profits, prepayments and security deposits accruing under such leases, licenses or other agreements or derived from the Land or the Improvements.

(e) Plans, Permits and Contracts . All plans and specifications, all surveys, site plans, soil reports, working drawings and other reports, examinations and analysis relating to the Land or the Improvements, including without limitation, all architectural drawings and site plans. All building permits, operating permits, licenses, variances, utility permits and other permits relating to the Land or the Improvements. All right, title and interest of Mortgagor in, to and under all

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purchase and sale, construction, development, management, operation, maintenance and service contracts relating to the Land or the Improvements, including, but not limited to, all warranties, payment and contract rights.

(f) Personal Property . All equipment of Mortgagor, whether now owned or hereafter acquired, and whether now or hereafter attached to the Land or Improvements, located at or on the Land, or used in Mortgagor’s business at the Land, including, but not limited to, all machinery, furniture, appliances, fixtures, personal property, manufacturing equipment, shop equipment, office and recordkeeping equipment, parts, tools and supplies.

(g) Insurance and Eminent Domain Claims and Awards . All claims, demands, judgments, settlements, compensations, awards, payments, proceeds and other rights to the payment of money now or hereafter payable (i) under any policy of insurance maintained with respect to the Mortgaged Property, including, but not limited to, the proceeds of property or casualty insurance, title insurance or business interruption/rents insurance, (ii) as a result of any damage or casualty to the Mortgaged Property, (iii) as a result of the taking by power of eminent domain of the whole or any part of the Mortgaged Property, including any awards for damages sustained to the Mortgaged Property, for a temporary taking, change of grade of streets or taking of access, or (iv) as a result of the ownership or operation of the Mortgaged Property.

(h) Inventory . All inventory of Mortgagor, whether now owned or hereafter acquired, whether consisting of whole goods, spare parts or components, supplies or materials, returns, whether acquired, held or furnished for sale, for lease or under service contracts or for manufacture or processing, and whether now or hereafter attached to the Land or Improvements, located at or on the Land, or used in the Mortgagor’s business at the Land.

(i) Accounts . All accounts of Mortgagor, including each and every right of the Mortgagor to the payment of money, whether such right to payment now exists or hereafter arises with respect to the Mortgaged Property, whether such right to payment arises out of a sale, lease or other disposition of goods or other property, out of a rendering of services, out of a loan, out of the overpayment of taxes or other liabilities, out of any policy of insurance, out of any condemnation or eminent domain proceeding, or otherwise arises under any contract or agreement, whether such right to payment is created, generated or earned by Mortgagor or by some other person who subsequently transfers such person’s interest to Mortgagor, whether such right to payment is or is not already earned by performance, together with all other rights and interests (including all liens) which Mortgagor may at any time have by law or agreement against any account debtor or other obligor obligated to make any such payment or against any property of such account debtor or other obligor.

(j) Investment Property . All investment property of Mortgagor, whether now owned or hereafter acquired with respect to the Mortgaged Property, including, but not limited to, all securities (whether certificated or uncertificated, and including investment company securities), security entitlements, securities accounts, commodity contracts, commodity accounts, stocks, bonds, mutual fund shares, money market shares and U.S. Government securities.

(k) General Intangibles . All general intangibles of Mortgagor, whether now owned or hereafter acquired with respect to the Mortgaged Property, including all present and future

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intellectual property rights, customer or supplier lists and contracts, manuals, operating instructions, permits, franchises, the right to use Mortgagor’s name, and the goodwill of Mortgagor’s business.

(l) Chattel Paper . All of Mortgagor’s chattel paper (including electronic chattel paper), deposit accounts, documents, goods, instruments, letter of credit rights, letters of credit, all sums on deposit in any collateral account, and any items in any lockbox, all warehouse receipts, bills of lading and other documents of title now or hereafter covering Mortgagor’s goods, and any money or other assets of Mortgagor that now or hereafter come into the possession, custody, or control of the Secured Party with respect to the Mortgaged Property.

Together with: (i) all substitutions and replacements for and products of any and all of the foregoing; (ii) all accessions, accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any of the foregoing; and (iii) proceeds of any and all of the foregoing.

TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto Mortgagee, its successors and assigns, forever.

PROVIDED NEVERTHELESS, that Mortgagee shall release the Mortgage if Mortgagor, its successors or assigns, shall:

(1) Pay to the Mortgagee, its successors or assigns, the entire outstanding principal amount of the Loan, together with accrued interest and all other charges and sums due under the Loan, all in accordance with the terms of the Loan Documents, together with any extensions or renewals thereof; and

(2) Pay to Mortgagee, its successors or assigns, at the times demanded and with interest thereon at the Interest Rate, all sums advanced (a) in protecting the lien of this Mortgage, (b) in payment of taxes on the Mortgaged Property, (c) in payment of insurance premiums covering improvements thereon, (d) in payment of principal and interest on prior liens, (e) in payment of expenses and reasonable attorney’s fees herein provided for, and (f) all sums advanced for any other purpose authorized herein, including, but not limited to, the cost and expense to release the Mortgage; and

(3) Keep and perform all of the covenants and agreements herein contained; and

(4) Keep and perform all of the terms and conditions of any instrument given as security or collateral for the Loan; and

(5) Keep and perform all of the terms and conditions of the Loan Agreement.

AND IT IS FURTHER COVENANTED AND AGREED AS FOLLOWS:

Section 1. General Covenants, Agreements, Warranties .

1.1 Payment of Indebtedness; Observance of Covenants . Mortgagor shall duly and punctually pay each and every installment of principal and interest on the Note and all other

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Indebtedness, as and when the same shall become due, and shall duly and punctually perform and observe all of the covenants, agreements and provisions contained herein, in the Note and in any other instrument given as security for the payment of the Note.

1.2 Maintenance and Repairs . Mortgagor shall not abandon the Mortgaged Property, shall keep and maintain the Mortgaged Property in good condition, repair and operating condition, normal wear and tear excluded, free from any waste or misuse, and shall promptly repair or restore any buildings, improvements or structures now or hereafter on the Mortgaged Property which may become damaged or destroyed to their condition prior to any such damage or destruction. Except as set forth in the Loan Agreement, Mortgagor further agrees that it will not expand any improvements on the Mortgaged Property, erect any new improvements or make any material alterations in any improvements which shall adversely affect the market value or change the existing architectural character of the Mortgaged Property, nor remove or demolish any improvements without suitable replacement thereof, and shall complete within a reasonable time any buildings now or at any time in the process of remodeling on the Mortgaged Property; provided nothing herein shall preclude Mortgagor from constructing improvements necessary or desirable to the use of the Mortgaged Property for Mortgagor’s business purposes which are non-structural in nature and which do not constitute material alterations to the Mortgaged Property or affect the nature of use, structure or utility of the Mortgaged Property or decrease the market value of the Mortgaged Property.

1.3 Compliance with Laws . The Mortgaged Property complies, and Mortgagor shall comply, with all requirements of laws, including requirements of any Federal, State, County, City or other governmental authority having jurisdiction over Mortgagor or the Mortgaged Property, affecting the Mortgaged Property and with all private restrictions and covenants affecting the Mortgaged Property. Mortgagor has obtained all necessary consents, permits and licenses to occupy and operate the Mortgaged Property for its intended purposes.

1.4 Payment of Operating Costs; Prior Mortgages and Liens . Mortgagor shall pay all operating costs and expenses of the Mortgaged Property, shall keep the Mortgaged Property free from levy, attachment, mechanics’, materialmen’s and other liens except for any Permitted Liens as defined in the Loan Agreement (“ Liens ”), and shall pay when due all indebtedness which may be secured by mortgage, lien or charge on the Mortgaged Property.

1.5 Payment of Impositions . Mortgagor shall pay when due and in any event before any penalty attaches all taxes, assessments, governmental charges, water charges, sewer charges, and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or charged against or constituting a lien on the Mortgaged Property or any interest therein (“ Imposition ”) and will upon demand furnish to Mortgagee proof of the payment of any such Imposition. Mortgagor shall pay the Imposition whether or not the Imposition is imposed upon Mortgagee or on the interest of Mortgagee in the Mortgaged Property; provided that if for any reason payment by Mortgagor of any such Imposition would be unlawful, or if the payment thereof would constitute usury or render the Indebtedness wholly or partially usurious, Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due and payable, without prepayment premium, or Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness unlawful or usurious, in which event Mortgagor shall concurrently therewith pay the remaining lawful and non-usurious portion or balance of said Imposition.

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1.6 Contest of Impositions, Liens and Levies . Mortgagor shall not be required to pay, discharge or remove any Imposition or any Lien so long as Mortgagor shall in good faith contest the same or the validity thereof by appropriate legal proceedings which shall operate to prevent the collection of the Lien or Imposition so contested and the sale of the Mortgaged Property, or any part thereof, to satisfy the same, provided that Mortgagor shall, prior to the date such Lien or Imposition is due and payable, have given such reasonable security as may be demanded by Mortgagee to insure such payments plus interest or penalties thereon, and prevent any sale or forfeiture of the Mortgaged Property by reason of such nonpayment. Any such contest shall be prosecuted with due diligence and Mortgagor shall promptly after final determination thereof pay the amount of any such Lien or Imposition so determined, together with all interest and penalties which may be payable in connection therewith. Notwithstanding these provisions Mortgagor shall (and if Mortgagor shall fail so to do, Mortgagee, may but shall not be required to) pay any such Lien or Imposition notwithstanding such contest if in the reasonable opinion of Mortgagee, the Mortgaged Property shall be in jeopardy or in danger of being forfeited or foreclosed.

1.7 Protection of Security . Mortgagor shall promptly notify Mortgagee of and appear in and defend any suit, action or proceeding that affects the Mortgaged Property or the rights or interest of Mortgagee hereunder and Mortgagee may elect to appear in or defend any such action or proceeding. Mortgagor agrees to indemnify and reimburse Mortgagee from any and all loss, damage, expense or cost arising out of or incurred in connection with any such suit, action or proceeding, including costs of evidence of title and reasonable attorney’s fees and such amounts together with interest thereon at the Interest Rate shall become additional “Indebtedness” and shall become immediately due and payable.

1.8 Additional Assurances . Mortgagor agrees, upon reasonable request by Mortgagee, to execute and deliver such further instruments, deeds and assurances, and will do such further acts as may be necessary or proper to carry out more effectively the purposes of this Mortgage, and without limiting the foregoing, to make subject to the lien hereof any property agreed to be subjected hereto or covered by the granting clause hereof, or intended so to be. Mortgagor authorizes Mortgagee to file all of Mortgagor’s financing statements and amendments to financing statements, and all terminations of the filings of other secured parties, all with respect to the Mortgaged Property, in such form and substance as Mortgagee, in its sole discretion, may determine. Mortgagor agrees to pay any recording fees, filing fees, note taxes, mortgage registry taxes or other charges arising out of or incident to the filing or recording of this Mortgage, such further assurances and instruments and the issuance and delivery of the Note.

1.9 Title . Mortgagor is the lawful owner of and has good and marketable fee simple absolute title to the Mortgaged Property and will warrant and defend title to the same free of all liens and encumbrances, except for any Permitted Liens as defined in the Loan Agreement, and further except any encumbrances permitted under the policy of Mortgagee’s title insurance issued to Mortgagee in connection with this Mortgage. Mortgagor has good right and lawful authority to grant, bargain, sell, convey, mortgage and grant a security interest in the Mortgaged Property as provided herein.

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1.10 Legal Existence and Authorization . Mortgagor is a corporation duly organized and in good standing under the laws of the State of Delaware and has the power to enter into and has authorized execution and delivery of this Mortgage. Mortgagor shall, at all times, preserve and maintain its existence and all of its rights, privileges and franchises and shall comply with all applicable laws and regulations regarding their existence.

Section 2. Insurance and Escrows .

2.1 Insurance . Mortgagor shall obtain, pay for and keep in full force and effect during the term of this Mortgage, at its sole cost and expense, the following policies of insurance:

2.1.1 All risk/open perils special form property insurance with extended coverages including any building contents, sprinkler coverage, Contingent Operations of Building Laws/Ordinance or Law Endorsement (including demolition cost, loss to undamaged portions of any buildings and increased cost of construction) with limits of 100% replacement cost and with no co-insurance provision or if the insurance carrier requires, co-insurance provisions with an agreed amount endorsement in amount acceptable to Mortgagee.

2.1.2 Insurance against loss or damage from (i) leakage of sprinkler systems, and (ii) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed in any improvements on the Mortgaged Property and including broad form boiler and machinery insurance (without exclusion for explosion) covering all boilers or other pressure vessels, machinery and equipment (including electrical equipment, sprinkler systems, heating and air conditioning equipment, refrigeration equipment and piping) located in, on or about the Mortgaged Property and any improvements thereon in an amount at least equal to the full replacement cost of such equipment and the building or buildings housing the same.

2.1.3 Flood insurance if any part of the Mortgaged Property now (or subsequently determined to be) is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and amendment or successor act thereto) in an amount at least equal to the lesser of the full replacement cost of all buildings and equipment on the Mortgaged Property, the outstanding principal amount of the Note or the maximum limits of coverage available with respect to the buildings and equipment under said Act.

2.1.4 Rents Loss or Business Interruption insurance covering risk of loss due to the occurrence of any hazards insured against under the required fire and extended coverage insurance in an amount equal to one year’s loss of income as such income may change from time to time due to changes in income from the Mortgaged Property.

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2.1.5 Commercial general liability insurance (including product liability, completed operations, contractual liability, host liquor liability, broad form property damage, and personal injuries, including death resulting therefrom) and with a per occurrence combined single limit of liability of at least $1,000,000.00 and a general aggregate of at least $2,000,000.00.

2.1.6 If the Mortgagor is an individual, life insurance on the life of Mortgagor in an amount determined by Mortgagee.

2.1.7 Such other coverages appropriate to the Mortgaged Property, its location and use as Mortgagee may from time to time require such as mine subsidence, sinkhole, personal property supplemental liability or coverages of other property specific risks.

Such insurance policies shall be written on forms and with insurance companies satisfactory to Mortgagee, shall be in amounts sufficient to prevent Mortgagor from becoming a co-insurer of any loss thereunder, and shall bear a satisfactory mortgagee clause in favor of Mortgagee with loss proceeds under any such policies to be made payable to Mortgagee. Blanket policies must include limits by property location. All required policies of insurance or acceptable certificates thereof together with evidence of the payment of current premiums therefor shall be delivered to and be held by Mortgagee. Mortgagor shall, within thirty (30) days prior to the expiration of any such policy, deliver other original policies or certificates of the insurer evidencing the renewal of such insurance together with evidence of the payment of current premiums therefor. In the event of a foreclosure of this Mortgage or any acquisition of the Mortgaged Property by Mortgagee, all such policies and any proceeds payable therefrom, whether payable before or after a foreclosure sale, or during the period of redemption, if any, shall become the absolute property of Mortgagee to be utilized at its discretion. In the event of foreclosure or the failure to obtain and keep any required insurance, Mortgagor empowers Mortgagee to effect the above insurance upon the Mortgaged Property at Mortgagor’s expense and for the benefit of Mortgagee in the amounts and types aforesaid for a period of time covering the time of redemption from foreclosure sale, and if necessary therefor, to cancel any or all existing insurance policies. Mortgagor agrees to pay Mortgagee such fees as may be permitted under applicable law for the out-of-pocket costs incurred by Mortgagee in determining, from time to time, whether the Mortgaged Property are located within an area having special flood hazards. Such fees shall include the fees charged by any organization providing for such services.

2.2 Escrows . Mortgagor shall deposit with Mortgagee, or at Mortgagee’s request, with its servicing agent, on the first day of each and every month hereafter as a deposit to pay the costs of taxes and assessments next due (“ Charges ”):

2.2.1 Initially a sum equal to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and

2.2.2 Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged Property.

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Mortgagee will, upon the presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, bill or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged Property, then the amounts in escrow shall be based on the entire tax bill and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax bill notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax bill.

Section 3. Uniform Commercial Code Security Agreement .

3.1 Security Agreement . This Mortgage shall constitute a security agreement as defined in the Uniform Commercial Code, as amended from time to time (“ UCC ”) for that portion of the Mortgaged Property described in the granting clause of this Mortgage that is subject to a security interest under applicable law (“ Collateral ”) and Mortgagor hereby grants to Mortgagee a security interest in the Collateral to secure the payment of the Indebtedness and the performance of Mortgagor’s obligation under the Loan. All terms in this Mortgage that are defined in the UCC shall have the meaning set forth in the UCC, and such meanings shall automatically change at the time that any amendment to the UCC, which changes such meanings, shall become effective. Neither the grant of a security interest pursuant to this Mortgage nor the filing of a financing statement pursuant to the UCC shall ever impair the stated intention of this Mortgage that all Collateral comprising the Mortgaged Property shall be regarded as part of the Mortgaged Property irrespective of whether such Collateral is physically attached to the Land or referred to or reflected in a financing statement.

3.2 Use of Collateral . Any Collateral installed in or used at the Mortgaged Property are to be used by Mortgagor solely for Mortgagor’s business purposes and such Collateral will be kept at the buildings on the Mortgaged Property and will not be removed therefrom without the consent of Mortgagee, except that, until the occurrence of an Event of Default, Mortgagor may sell or lease any Collateral constituting inventory in the ordinary course of business at prices constituting the fair market value. Until the occurrence of an Event of Default, in any instance

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where Mortgagor in its sound discretion determines that any Collateral has become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary for the operation of the Mortgaged Property, Mortgagor may, at its expense, remove and dispose of it and substitute and install other items not necessarily having the same function, provided, that such removal and substitution shall not impair the operating utility and unity of the Mortgaged Property. All substituted items shall become a part of the Mortgaged Property and subject to the lien of the Mortgage.

3.3 Rights Under Uniform Commercial Code . In addition to the rights available to a mortgagee of real property, Mortgagee shall also have all the rights, remedies and recourse available to a secured party under the UCC, including the right to proceed under the provisions of the UCC governing default as to any Collateral or to proceed as to such Collateral in accordance with the procedures and remedies available pursuant to a foreclosure of real estate. Mortgagor further understands that Mortgagee may take possession of the Collateral under the UCC and dispose of the same by sale or otherwise. If notice to any party of the intended disposition of the Collateral is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the real property or may be given by private notice if such parties are known to Mortgagee.

3.4 Financing Statement . Mortgagor authorizes Mortgagee to file all of Mortgagor’s financing statements, and all terminations of the filings of other secured parties, all with respect to the Collateral, in such form and substance as Mortgagee, in its sole discretion, may determine to be necessary to perfect and continue the priority of Mortgagee’s security interest in the Collateral and shall pay all expenses incurred by Mortgagee in connection with the renewal or extensions of any financing statements executed in connection with the Mortgaged Property; and shall give advance written notice of any proposed change in Mortgagor’s name, address, identity or structure; and shall not change its state of organization without Mortgagee’s prior written consent and authorizes Mortgagee to execute prior to or concurrently with such change all additional financing statements that Mortgagee may require to establish and perfect the priority of Mortgagee’s security interest.

3.5 Fixture Filing . THIS MORTGAGE SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO ALL GOODS CONSTITUTING A PART OF THE COLLATERAL WHICH ARE OR ARE TO BECOME FIXTURES RELATED TO THE MORTGAGED PROPERTY. FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE THE FOLLOWING INFORMATION IS FURNISHED:

3.5.1 The name and address of the record owner of the real estate described in this instrument is:

As to Parcels 1 and 3

Minwood Partners, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

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As to Parcels 2 and 4

Famous Dave’s of America, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

3.5.2 The name and address of Mortgagor is:

Minwood Partners, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Famous Dave’s of America, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

3.5.3 Type of Organization of Mortgagor is: a corporation

3.5.4 Jurisdiction of Organization of Mortgagor is: Minwood Partners, Inc. is organized in Delaware and its organizational number is 102297. Famous Dave’s of America, Inc. is organized in Minnesota and its organizational number is 8E-105

3.5.5 The name and address of the Secured Party is:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:      (651) 289-2222

Fax No.:         (651) 289-0200

3.5.6 Information concerning the security interest evidenced by this instrument may be obtained from the Secured Party at its address above.

3.5.7 This document covers goods which are or are to become fixtures.

Section 4. Application of Insurance and Awards .

4.1 Damage or Destruction of the Mortgaged Property . Mortgagor shall give Mortgagee prompt notice of any damage to or destruction of the Mortgaged Property and in case of loss covered by policies of insurance Mortgagee is hereby authorized at its option to settle and adjust any claim arising out of such policies and collect and receipt for the proceeds payable

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therefrom, provided, that Mortgagor may itself adjust and collect for any losses arising out of a single occurrence aggregating not in excess of Twenty-Five Thousand Dollars ($25,000.00). Any expense incurred by Mortgagee in the adjustment and collection of insurance proceeds (including the cost of any independent appraisal of the loss or damage on behalf of Mortgagee) shall be reimbursed to Mortgagee first out of any proceeds. The proceeds or any part thereof shall be applied to reduction of the Indebtedness then most remotely to be paid, whether due or not, without the application of any prepayment premium, or to the restoration or repair of the Mortgaged Property, the choice of application to be solely at the discretion of Mortgagee.

4.2 Condemnation . Mortgagor shall give Mortgagee prompt notice of any actual or threatened condemnation or eminent domain proceedings affecting the Mortgaged Property and hereby assigns, transfers, and sets over to Mortgagee the entire proceeds of any award or claim for damages or settlement in lieu thereof for all or any part of the Mortgaged Property taken or damaged under such eminent domain or condemnation proceedings, Mortgagee being hereby authorized to intervene in any such action and to collect and receive from the condemning authorities and give proper receipts and acquittances for such proceeds. Mortgagor will not enter into any agreements with the condemning authority permitting or consenting to the taking of the Mortgaged Property or agreeing to a settlement unless prior written consent of Mortgagee is obtained. Any expenses incurred by Mortgagee in intervening in such action or collecting such proceeds, including reasonable attorney’s fees, shall be reimbursed to Mortgagee first out of the proceeds. The proceeds or any part thereof shall be applied upon or in reduction of the Indebtedness then most remotely to be paid, whether due or not, without the application of any prepayment premium, or to the restoration or repair of the Mortgaged Property, the choice of application to be solely at the discretion of Mortgagee.

4.3 Disbursement of Insurance and Condemnation Proceeds . Any restoration or repair shall be done under the supervision of an architect acceptable to Mortgagee and pursuant to plans and specifications approved by Mortgagee. In any case where Mortgagee may elect to apply the proceeds to repair or restoration or permit Mortgagor to so apply the proceeds they shall be held by Mortgagee for such purposes and will from time to time be disbursed by Mortgagee to defray the costs of such restoration or repair under such safeguards and controls as Mortgagee may establish to assure completion in accordance with the approved plans and specifications and free of liens or claims. Mortgagor shall on demand deposit with Mortgagee any sums necessary to make up any deficits between the actual cost of the work and the proceeds and provide such lien waivers and completion bonds as Mortgagee may reasonably require. Any surplus which may remain after payment of all costs of restoration or repair may at the option of Mortgagee be applied on account of the Indebtedness then most remotely to be paid, whether due or not, without application of any prepayment premium or shall be returned to Mortgagor as its interest may appear, the choice of application to be solely at the discretion of Mortgagee.

Section 5. Rights of Mortgagee .

5.1 Right to Cure Default . If Mortgagor shall fail to comply with any of the covenants or obligations of this Mortgage, Mortgagee may, but shall not be obligated to, without further notice to Mortgagor, and without waiving or releasing Mortgagor from any obligation in this Mortgage contained, remedy such failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such failure together with interest at the then rate in

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effect on the Note. All such sums, together with interest as aforesaid shall become so much additional Indebtedness, but no such advance shall be deemed to relieve Mortgagor from any failure hereunder.

5.2 No Claim Against Mortgagee . Nothing contained in this Mortgage shall constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or for the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor or any party in interest with Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would create any personal liability against Mortgagee in respect thereof or would permit the making of any claim that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien of this Mortgage.

5.3 Inspection . Mortgagor will permit Mortgagee’s authorized representatives to enter the Mortgaged Property at reasonable times for the purpose of inspecting the same; provided Mortgagee shall have no duty to make such inspections and shall not incur any liability or obligation for making or not making any such inspections.

5.4 Waivers; Releases; Resort to Other Security, Etc . Without affecting the liability of any party liable for payment of any Indebtedness or performance of any obligation contained herein, and without affecting the rights of Mortgagee with respect to any security not expressly released in writing, Mortgagee may, at any time, and without notice to or the consent of Mortgagor or any party in interest with the Mortgaged Property or the Note:

5.4.1 release any person liable for payment of all or any part of the Indebtedness or for performance of any obligation herein;

5.4.2 make any agreement extending the time or otherwise altering the terms of payment of all or any part of the Indebtedness or modifying or waiving any obligation, or subordinating, modifying or otherwise dealing with the lien or charge hereof;

5.4.3 accept any additional security;

5.4.4 release or otherwise deal with any property, real or personal, including any or all of the Mortgaged Property, including making partial releases of the Mortgaged Property; or

5.4.5 resort to any security agreements, pledges, contracts of guarantee, assignments of rents and leases or other securities, and exhaust any one or more of said securities and the security hereunder, either concurrently or independently and in such order as it may determine.

5.5 Waiver of Appraisement, Homestead, Marshaling . Mortgagor waives to the full extent lawfully allowed the benefit of any homestead, appraisement, evaluation, stay and extension laws now or hereinafter in force. Mortgagor waives any rights available with respect to marshaling of assets so as to require the separate sales of any portion of the Mortgaged Property,

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or as to require Mortgagee to exhaust its remedies against a specific portion of the Mortgaged Property before proceeding against the other and does hereby expressly consent to and authorize the sale of the Mortgaged Property or any part thereof as a single unit or parcel or as separate parcels.

Section 6. Events of Default and Remedies .

6.1 Events of Default . It shall be an event of default (“ Event of Default ”) under this Mortgage upon the happening of any of the events defined in the Loan Agreement.

6.2 Mortgagee’s Right to Accelerate . If an Event of Default shall occur, Mortgagee may declare the entire unpaid principal balance of the Note together with all other Indebtedness to be immediately due and payable and thereupon all such unpaid principal balance of the Note together with all accrued interest thereon at the Interest Rate and all other Indebtedness shall be and become immediately due and payable. Any such payment shall be subject to the requirements, if any, in the Note providing for the payment of a prepayment premium.

6.3 Right to Foreclose . If an Event of Default shall occur, Mortgagee may, either with or without entry or taking possession, proceed by suit or suits at law or in equity or by any other appropriate proceedings or remedy to enforce payment of the Indebtedness or the performance of any other term hereof or any other right and Mortgagor hereby authorizes and fully empowers Mortgagee to foreclose this Mortgage by judicial proceedings or by advertisement with power of sale and grants to Mortgagee full authority to sell the Mortgaged Property at public auction and convey title to the Mortgaged Property to the purchaser, either in one parcel or separate lots and parcels, all in accordance with and in the manner prescribed by law, and out of the proceeds arising from sale and foreclosure to retain the principal and interest due on the Note and the Indebtedness together with all such sums of money as Mortgagee shall have expended or advanced pursuant to this Mortgage or pursuant to statute together with interest thereon at the Interest Rate and all costs and expenses of such foreclosure, including lawful reasonable attorney’s fees, with the balance, if any, to be paid to the persons entitled thereto by law. In any such proceeding Mortgagee may apply all or any portion of the Indebtedness to the amount of the purchase price.

6.4 Receiver . If an Event of Default shall occur, Mortgagee shall be entitled as a matter of right without notice and without giving bond and without regard to the solvency or insolvency of Mortgagor, or waste of the Mortgaged Property or adequacy of the security of the Mortgaged Property, to apply for the appointment of a receiver (a) under Minnesota Statutes § 576.01 or any successor or supplementary statute who shall have all the rights, powers and remedies as provided by such statute and who shall apply the rents, income and profits as provided by statute and thereafter to all expenses for maintenance of the Mortgaged Property and to the costs and expenses of the receivership, including reasonable attorneys’ fees and to the repayment of the Indebtedness or (b) under Minnesota Statutes § 559.17 or any successor or supplementary statute who shall have all the rights, powers and remedies as provided by such statute and who shall apply the rents, income and profits as provided by statute and thereafter to all expenses for maintenance of the Mortgaged Property and to the costs and expenses of the receivership, including reasonable attorneys’ fees and to the repayment of the Indebtedness or (c) pursuant to the assignment of rents and leases executed by Mortgagor to Mortgagee given

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contemporaneously with this Mortgage who shall in addition to the rights, powers and remedies as provided by statute have such rights, powers and remedies as provided in such assignment of rents and leases and who shall apply the rents, income and profits as provided therein.

6.5 Waiver of Appraisement, Homestead, Redemption . Mortgagor hereby covenants and agrees that it will not at any time insist or plead, or in any manner whatever claim or take any advantage of, any stay, exemption or extension law or any so called “Moratorium Law” now or at any time subsequently in force, nor claim, take or insist upon any benefit of advantage of or from any law now or subsequently in force providing for the valuation or appraisement of the Mortgaged Property, or any part thereof, prior to any sale or sales thereof to be made pursuant to any provisions herein contained, or pursuant to decree, judgment or order of any court of competent jurisdiction; or after such sale or sales claim or exercise any rights under any statute now or subsequently in force to redeem the property so sold, or any part thereof, or relating to the marshaling thereof, upon foreclosure sale or other enforcement hereof. Mortgagor hereby specifically waives all rights of redemption from sale pursuant to any order or decree of foreclosure of this Mortgage on its own behalf.

6.6 Due on Sale or Mortgaging, Etc . In the event of a Transfer without the written consent of Mortgagee being first obtained, whether voluntarily, involuntarily, or by operation of law, then at the sole option of Mortgagee, Mortgagee may declare the entire unpaid principal balance together with accrued interest, due and payable in full and call for payment of the same in full at once. Any such payment shall be subject to the requirements, if any, in the Note providing for the payment of a prepayment premium in the event of a non-permitted Transfer. A consent by Mortgagee as to any one Transfer shall not be deemed to be a waiver of the right to require consent to a future Transfer. As used herein, the term “ Transfer ” shall mean any sale, grant, pledge, assignment, mortgage, encumbrance, security interest, consensual lien, hypothecation, lease (excluding residential leases and any other bona fide third party leases for actual occupancy by a tenant), transfer or divesture of an interest in (a) the Mortgaged Property, or (b) all or any substantial part of the assets of the Mortgagor except for assets sold in the ordinary course of Mortgagor’s business, or (c) any ownership interest in the Mortgagor, or (d) any entity controlling, managing or in control of the Mortgagor. Any change in the legal or equitable title of the Mortgaged Property or in the beneficial ownership of the Mortgaged Property or Mortgagor whether or not of record and whether or not for consideration shall be deemed a Transfer.

6.7 Rights Cumulative . Each right, power or remedy herein conferred upon Mortgagee is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to Mortgagee, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by Mortgagee and shall not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. No delay or omission by Mortgagee in the exercise of any right, power or remedy arising hereunder or arising otherwise shall impair any such right, power or remedy or the right of Mortgagee to resort thereto at a later date or be construed to be a waiver of any default or Event of Default under this Mortgage or the Note.

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6.8 Right to Discontinue Proceedings . In the event Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted under this Mortgage and shall thereafter elect to discontinue or abandon the same for any reason, Mortgagee shall have the unqualified right to do so and in such event Mortgagor and Mortgagee shall be restored to their former positions with respect to the Indebtedness. This Mortgage, the interest of Mortgagee in the Mortgaged Property and all rights, remedies and recourse of Mortgagee shall continue as if the same had not been invoked.

6.9 Acknowledgment of Waiver of Hearing Before Sale . Mortgagor understands and agrees that if any Event of Default is made under the terms of this Mortgage, Mortgagee has the right, inter alia, to foreclose this Mortgage by advertisement pursuant to Minnesota Statutes, Chapter 580, as subsequently amended, or pursuant to any similar or replacement statute subsequently enacted; that if Mortgagee elects to foreclose by advertisement, it may cause the Mortgaged Property, or any part thereof, to be sold at public auction; that notice of such sale must be published for six (6) successive weeks at least once a week in a newspaper of general circulation and that no personal notice is required to be served upon Mortgagor. Mortgagor further understands that under the Constitution of the United States and the Constitution of the State of Minnesota, it may have the right to notice and hearing before the Mortgaged Property may be sold and that the procedure for foreclosure by advertisement described above does not insure that notice will be given to Mortgagor and neither said procedure for foreclosure by advertisement nor the Uniform Commercial Code requires any hearing or other judicial proceeding. MORTGAGOR HEREBY EXPRESSLY CONSENTS AND AGREES THAT THE MORTGAGED PROPERTY MAY BE FORECLOSED BY ADVERTISEMENT AS DESCRIBED ABOVE. MORTGAGOR ACKNOWLEDGES THAT IT IS REPRESENTED BY LEGAL COUNSEL; THAT BEFORE SIGNING THIS DOCUMENT AND THIS PARAGRAPH THAT MORTGAGOR’S CONSTITUTIONAL RIGHTS WERE FULLY EXPLAINED BY SUCH COUNSEL AND THAT MORTGAGOR UNDERSTANDS THE NATURE AND EXTENT OF THE RIGHTS WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER.

Section 7. Miscellaneous .

7.1 Choice of Law . Notwithstanding the place of execution of this instrument, the parties to this instrument have contracted for Minnesota law to govern this instrument and it is agreed that this instrument is made pursuant to and shall be construed and governed by the laws of the State of Minnesota without regard to the principles of conflicts of law.

7.2 Successors and Assigns . This Mortgage and each and every covenant, agreement and other provision hereof shall be binding upon Mortgagor and its successors and assigns, including, without limitation, each and every from time to time record owner of the Mortgaged Property or any other person having an interest therein, shall run with the land and shall inure to the benefit of Mortgagee and its successors and assigns. As used herein the words “ successors and assigns ” shall also be deemed to include the heirs, representatives, administrators and executors of any natural person who is or becomes a party to this Mortgage. In the event that the ownership of the Mortgaged Property becomes vested in a person or persons other than Mortgagor, Mortgagee shall not have any obligation to deal with such successor or successors in interest unless such transfer is permitted by this Mortgage and then only upon being notified in

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writing of such change of ownership. Upon such notification, Mortgagee may thereafter deal with such successor in place of Mortgagor without any obligation to thereafter deal with Mortgagor and without waiving any liability of Mortgagor hereunder or under the Note. No change of ownership shall in any way operate to release or discharge the liability of Mortgagor hereunder unless such release or discharge is expressly agreed to in writing by Mortgagee.

7.3 Unenforceability of Certain Clauses . The unenforceability or invalidity of any provisions hereof shall not render any other provision or provisions herein contained unenforceable or invalid.

7.4 Captions and Headings . The captions and headings of the various sections of this Mortgage are for convenience only and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits the singular shall include the plural, the plural shall include the singular and the masculine, feminine and neuter shall be freely interchangeable.

7.5 Savings Clause . It is expressly stipulated and agreed to be the intent of Mortgagor, and Mortgagee at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Mortgagee to contract for, charge, take, reserve or receive a greater amount of interest than under state law) and that this section shall control every other covenant and agreement in the Note, this Mortgage and other Loan Documents. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under the Note, this Mortgage or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to the indebtedness evidenced by the Note, or if Mortgagee’s exercise of the option to accelerate the maturity of the Note, or if any prepayment by Mortgagor results in Mortgagor having paid any interest in excess of that permitted by applicable law, then it is Mortgagor’s and Mortgagee’s express intent that all excess amounts theretofore collected by Mortgagee shall be credited on the principal balance of the Note and all other Indebtedness (or, if the Note and all other Indebtedness have been or would thereby be paid in full, refunded to Mortgagor), and the provisions of the Note and this Mortgage and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Mortgagee for the use, forbearance, or detention of the Indebtedness shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of the Indebtedness until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the maximum lawful rate from time to time in effect and applicable to the Indebtedness for so long as the Indebtedness is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Mortgagee to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

7.6 Notices . Any notices and other communications permitted or required by the provisions of this Mortgage (except for telephonic notices expressly permitted) shall be in writing and shall be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as Certified Mail,

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Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as hereinafter provided. Each such notice shall be effective upon being deposited as aforesaid. The time period within which a response to any such notice must be given, however, shall commence to run from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days’ notice thereof, either party hereto shall have the right from time to time to change its address and shall have the right to specify as its address any other address within the United States of America.

Each notice to Mortgagee shall be addressed as follows:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:       (651) 289-2222

Fax No.:          (651) 289-0200

Each notice to Mortgagor shall be addressed as follows:

Minwood Partners, Inc. and

Famous Dave’s of America, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

7.7 Consent to Jurisdiction . Mortgagor submit(s) and consent(s) to personal jurisdiction of the Courts of the State of Minnesota in the County where the Mortgaged Property is located and the Courts of the United States of America sitting in such State for the enforcement of this instrument and waive(s) any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State of Minnesota. Commencement of any such action or proceeding in any other state shall not constitute a waiver of consent to jurisdiction or of the submission made by Mortgagor to personal jurisdiction within the State of Minnesota.

7.8 Adjustable Rate Note . The Note secured by this Mortgage provides for adjustments in its interest rate from time to time in accordance with its terms. Reference is made to the Note for the time, terms and conditions of the adjustments in the interest rate. Such times, terms and conditions are incorporated herein by reference.

7.9 Waiver of Jury Trial . MORTGAGOR WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH MORTGAGOR IS INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS MORTGAGE OR THE RELATIONSHIP ESTABLISHED HEREUNDER, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS MORTGAGE.

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7.10 Right of Setoff . To the extent permitted by applicable law, Mortgagee reserves a right of setoff in all Mortgagor’s accounts with Mortgagee (whether checking, savings, or some other account). This includes all accounts Mortgagor holds jointly with someone else and all accounts Mortgagor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Mortgagor authorizes Mortgagee, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Mortgagee’s option, to administratively freeze all such accounts to allow Mortgagee to protect Mortgagee’s charge and setoff rights provided in this paragraph.

7.11 Cross Collateralization . In addition to the Loan, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Mortgagor to Mortgagee, or any one or more of them, as well as all claims by Mortgagee against Mortgagor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Mortgagor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.

7.12 Partial Release of Mortgaged Property . Mortgagee agrees to release from the lien of the Mortgage and the other Loan Documents, as applicable, portions of the Mortgaged Property upon the closing of the sale thereof or by request of the Mortgagor (hereinafter referred to as a “ Release Parcel ”), upon satisfaction by Mortgagor of the following terms and conditions:

7.12.1 Mortgagee approves such release in writing, which consent will not be unreasonably withheld;

7.12.2 Mortgagor shall have made such request at least ten (10) business days prior to the requested release date;

7.12.3 On the requested release date, and on the actual release date, no Default or Event of Default shall exist under the Mortgage and Loan Documents;

7.12.4 A Release Parcel must be released as a whole and not in part; and

7.12.5 Upon any such release of a Release Parcel, Mortgagor shall pay Mortgagee in immediately available funds an amount (hereinafter referred to as a “ Release Amount ”) equal to the greater of (i) the fair market value of the Release Parcel as determined by a new appraisal completed at the time of requested release by an appraiser acceptable to the Mortgagee and agreed to by the Mortgagor; or (ii) the value for the Release Parcel shown on Exhibit B attached hereto. The Release Amount for the release of each Release Parcel shall be applied to the principal, interest, fees, costs and expenses due to Lender under the Loan, whether then due and payable or not, and if the Loan is paid in full then to the principal, interest, fees, costs and expenses due to Lender under any

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subordinate loan, whether then due and payable or not, and will not be subject to any pre-payment penalty. The cost of the appraisal for the Release Parcel will be paid by the Borrower.

(signature page follows)

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IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed as of the date first above written.

The foregoing instrument was acknowledged before me this 30 day of Nov , 2016 by Dexter Newman, the Chief Financial Officer of Minwood Partners, Inc., a Delaware corporation, on behalf of the corporation.

Document drafted by:

Fafinski Mark & Johnson, P.A. (EPS)

Flagship Corporate Center

775 Prairie Center Drive

Suite 400

Eden Prairie, MN 55344

ph. (952) 995-9500

After Recording Return To:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

signature page to Mortgage and Security Agreement-1 ^st Minnetonka

- re: Venture Bank/Famous Dave’s loan

S-1

IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed as of the date first above written.

The foregoing instrument was acknowledged before me this 30 day of Nov , 2016 by Dexter Newman, the Chief Financial Officer of Famous Dave’s of America, Inc., a Minnesota corporation, on behalf of the corporation.

Document drafted by:

Fafinski Mark & Johnson, P.A. (EPS)

Flagship Corporate Center

775 Prairie Center Drive

Suite 400

Eden Prairie, MN 55344

ph. (952) 995-9500

After Recording Return To:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

signature page to Mortgage and Security Agreement-1 ^st Minnetonka

- re: Venture Bank/Famous Dave’s loan

S-2

EXHIBIT A

LEGAL DESCRIPTION

Parcel 1

Lot 2; The West 45 feet of Lot 3,

Block 1, Tower Hill, Hennepin County, Minnesota.

Torrens Property.

Being registered as is evidenced by Certificate of Title No. 1042205.

Parcel 2

That part of the Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ of Section 35, Township 118, North Range 22, West of the 5th Principal Meridian, lying Northeasterly of the Northeasterly line of State Trunk Highway Number 55, being bounded on the West by a line described as follows:

Beginning at a point in the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ distant 353.99 feet West of the Northeast corner of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ ; thence running South 15 degrees 35 minutes West 184.45 feet more or less to a point in the Northerly right-of-way line of State Trunk Highway Number 55;

And being bounded on the East by a line described as follows:

Beginning at a point in the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ , 250.15 feet West of the Northeast corner of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ ; thence running South 15 degrees and 35 minutes West 242.31 feet or less to a point in the Northerly right-of-way line of State Trunk Highway Number 55;

For the purpose of this description, the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ is assumed to be a due East and West line.

ALSO: That part of the Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ of Section 35, Township 118, Range 22, described as follows:

Commencing at a point on the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ , distant 146.31 feet West of the Northeast corner of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ ; thence continuing West along said North line 103.84 feet; thence running South 15 degrees 35 minutes West 242.31 feet, more or less to a point in the Northerly right of way line of State Trunk Highway Number 55; thence running Southeasterly along said Northerly right of way line 100 feet; thence running North 15 degrees 35 minutes East 270.15 feet more or less to the point of beginning;

EXCEPTING therefrom the Southwesterly 30 feet measured at right angles from the

Northeasterly line of Trunk Highway Number 55;

For the purpose of this description the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ is assumed to be a due East and West line, Hennepin County, Minnesota.

Abstract Property.

Parcel 3

Lot 2, Block 1, Reliance City Center, Washington County, Minnesota.

Abstract Property.

Parcel 4

Lot 3, Block 1, RIVERDALE VILLAGE FOURTH ADDITION, Anoka County, Minnesota.

Torrens Property.

Being registered as is evidenced by Certificate of Title No. 106672

Exhibit 10.4

LOAN AGREEMENT

(Loans 2 and 3)

THIS LOAN AGREEMENT (“ Agreement ”) is made as of December 2, 2016, by and between FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and LAKE & HENNEPIN BBQ & BLUES, INC., a Minnesota corporation (all of the foregoing referred to collectively as the “ Borrower ”) and VENTURE BANK, a Minnesota banking corporation (“ Lender ”).

RECITALS:

A. Lender has agreed to make two separate loans to Borrower in the aggregate principal amount of seven million three hundred thousand and no/100 dollars ($7,300,000.00), one in the principal amount of six million three hundred thousand and no/100 dollars ($6,300,000.00) (“ Loan 2 ”) and the other in the principal amount of one million and no/100 dollars ($1,000,000.00) (“ Loan 3 ”) for the following purposes: (1) refinancing certain debt obligations of the Borrowers; (2) providing a line of credit as working capital for the Business; and (3) paying certain other costs approved by Lender.

B. Both Loan 2 and Loan 3 are governed by this Agreement and collectively and individually defined as the “ Loan ” under this Agreement.

C. To evidence the Loan, the Borrower is executing and delivering to the Lender two promissory notes of even date herewith in the amount of the Loan.

D. Loan 2 is evidenced by a promissory note in the principal amount of six million three hundred thousand and no/100 dollars ($6,300,000.00) and secured by (i) a junior mortgage dated of even date herewith, (ii) a security interest on substantially all of the personal property of the Borrower, and (iii) a pledge of certain certificates of deposit.

E. Loan 3 is evidenced by a promissory note in the principal amount of one million and no/100 dollars ($1,000,000.00) and secured by (i) a security interest on substantially all of the personal property of the Borrower, and (ii) a pledge of certain certificates of deposit.

F. Famous Dave’s Of America, Inc. and Minwood Partners, Inc., a Delaware corporation and affiliate of the Borrower, are entering into a separate loan agreement of even date herewith under which Lender has agreed to make a loan in the principal amount of three million seven hundred thousand and no/100 dollars ($3,700,000.00) (“ Loan 1 ”).

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NOW, THEREFORE, in consideration of the making of the Loan and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the parties hereto agree as follows:

Section 1. Definitions . For the purposes of this Agreement and any amendments or supplements, the following terms have the following meanings:

1.1 “ Affiliate ” means a person or entity who controls, is controlled by or is under common control with another person or entity.

1.2 “ Agreement ” has the meaning set forth in the preamble and includes any amendments or supplements.

1.3 “ Assignment of Rents ” means the Assignment of Rents and Leases of even date herewith from Borrower to Lender, including any amendments or supplements.

1.4 “ Borrower ” means Famous Dave’s of America, Inc., a Minnesota corporation, D&D of Minnesota, Inc., a Minnesota corporation, Famous Dave’s Ribs of Maryland, Inc., a Minnesota corporation, Famous Dave’s Ribs, Inc., a Minnesota corporation, Famous Dave’s Ribs-U, Inc., a Minnesota corporation, and Lake & Hennepin BBQ & Blues, Inc., a Minnesota corporation, jointly and severally.

1.5 “ Capital Expenditures ” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on the balance sheet of the Borrower prepared in accordance with GAAP.

1.6 “ Collateral ” means all property and assets granted as security for this Loan, including, but not limited to, the Land and Improvements, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future and whether granted in the form of a security interest, mortgage, assignment, pledge, conditional sale, lien or lease, or any other security or lien interest whatsoever, whether created by law, contract or otherwise.

1.7 “ Commitment for Title Insurance ” means a title commitment for a loan policy of title insurance in the amount of six million three hundred thousand and no/100 dollars ($6,300,000.00) issued by Title, by which Title commits to issue a loan policy of title insurance that:

1.7.1 specifically insures that the Mortgage is a second and Junior lien on the Mortgaged Property;

1.7.2 waives the standard exceptions and insures over (A) rights and claims of parties in possession and (B) mechanic’s, contractor’s or materialmen’s liens and lien claims;

1.7.3 waives the survey exception and provides survey coverage;

1.7.4 is subject only to those exceptions specifically approved by Lender; and

1.7.5 includes such endorsements required by Lender.

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1.8 “ Deposit Account ” means the primary deposit account of Borrower maintained with the Lender, which deposit account has been initially created as checking account no. 049031.

1.9 “ EBITDA ” means, for any period, the sum of the following determined on a consolidated basis, without duplication, for the Borrower and its subsidiaries in accordance with GAAP, (a) consolidated net income for the most recently completed period plus (b) the following to the extent deducted in calculating such consolidated net income (without duplication): (i) interest expense, (ii) the provision for federal, state, local and foreign income taxes payable, (iii) depreciation and amortization expense, (iv) non-cash charges and losses, including any write-offs or write-downs and in respect of equity-based compensation and asset impairment, (v) any non-recurring legal or severance costs, fees or charges paid in cash during the period, and (vi) any other non-recurring costs, fees or charges paid in cash during the period and approved by the Lender in its sole and absolute discretion.

1.10 “ GAAP ” has the meaning set forth in Section 4.3.

1.11 “ Growth Capital Expenditures ” means Capital Expenditures related to the construction, acquisition or opening of new restaurants during any fiscal year.

1.12 “ Improvements ” means all buildings, improvements, structures and fixtures now or hereafter existing on the Land; including, but not limited to, the following: all machinery, appliances and equipment used to supply heat, gas, electricity, air conditioning, water, light, waste disposal, power, refrigeration, ventilation, fire and sprinkler protection, and other building services; all building materials, supplies and goods intended to be incorporated into the foregoing; all draperies, carpeting, floor coverings, screens, storm windows and window coverings, blinds, awnings, shrubbery and plants; and all elevators, escalators and shafts, motors, machinery, fittings and supplies necessary for their use, and all parking areas, roadways, curbing, sidewalks and walkways, loading docks, landscaping and signs (it being understood that the enumeration of any specific articles of property will in no way be held to exclude any items of property not specifically enumerated).

1.13 “ Indebtedness ” means all loans, including this Loan, together with all other obligations, debts and liabilities of Borrower to Lender, as well as all claims by Lender against Borrower, whether now or hereafter existing, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable individually or jointly with others; whether Borrower may obligated as guarantor, surety or otherwise; whether recovery upon such indebtedness may be or hereafter may become barred by any statute of limitations and whether such indebtedness may be or hereafter may become unenforceable.

1.14 “ Indemnity Agreement ” means the Environmental Indemnification Agreement of even date herewith from Borrower, as indemnitor to Lender, including any amendments or supplements.

1.15 “ Land ” means the real estate, interests in real estate and other rights described in Exhibit A to the Mortgage.

1.16 “ Lease(s) ” means any lease for space within the Mortgaged Property.

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1.17 “ Leasing Documents ” means the following documents for each Lease, as the same from time to time may be amended or supplemented:

1.17.1 Lease;

1.17.2 Subordination, non-disturbance and attornment agreement for a Lease (to the extent not provided for in the terms of the Lease); and

1.17.3 Tenant’s estoppel certificate for a Lease.

1.18 “ Lender ” has the meaning set forth in the preamble, and includes Lender’s successors and assigns.

1.19 “ Loan ” has the meaning set forth in the recitals.

1.20 “ Loan Agreement 1 ” means that certain loan agreement of even date herewith under which Lender has agreed to make a loan in the principal amount of Loan 1 to Famous Dave’s Of America, Inc. and Minwood Partners, Inc.

1.21 “ Loan Charges ” means all costs and expenses incurred by Borrower or Lender in connection with the Loan, including, but not limited to, commitment fees paid to Lender, brokerage fees, interest charges, service fees, document preparation expenses, title and conveyancing charges, recording and filing fees and taxes, mortgage or registration taxes, escrow fees, revenue and tax stamp expenses, real estate taxes, special assessments, insurance premiums (including title insurance premiums), utility charges, finder’s fees, placement fees, surveyor fees, photographer fees, appraiser fees, architect fees, travel expenses incurred by Lender in connection with inspections of the Mortgaged Property, accountants’ fees and attorneys’ fees (including Lender’s attorneys’ fees and legal expenses incurred in connection with the preparation, administration or enforcement of the Loan Documents). Loan Charges also means all costs and expenses incurred by Borrower or Lender with respect to the prosecution or defense of any action or proceeding or other litigation affecting Borrower, the Mortgaged Property or any other security given for the Loan.

1.22 “ Loan Documents ” means the following documents, as the same from time to time may be amended or supplemented, each of which must be satisfactory to Lender in form and substance:

1.22.1 Loan Proposal;

1.22.2 this Agreement;

1.22.3 Note;

1.22.4 Mortgage;

1.22.5 Assignment of Rents and Leases;

1.22.6 Indemnity Agreement;

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1.22.7 Security Agreement;

1.22.8 Pledge Agreement;

1.22.9 UCC-1 Financing Statement;

1.22.10 all other documents related to the Loan.

For purposes of this Agreement, “ Material Loan Documents ” means the Loan Documents described in Sections 1.22.2 through 1.22.9 above.

1.23 “ Loan Origination Fee ” means a non-refundable loan origination fee payable by Borrower to Lender in the amount of thirty-six thousand five hundred dollars and no/100ths ($36,500.00) for making the Loan.

1.24 “ Loan Proposal ” means the loan proposal letter dated October 13, 2016 by and between Borrower and Lender together with any amendments or supplements.

1.25 “ Mortgage ” means the mortgage and security agreement and fixture financing statement of even date herewith from Borrower to Lender securing the Loan, including any amendments or supplements.

1.26 “ Mortgaged Property ” means the Land and Improvements and any other land and property, tangible or intangible, mortgaged pursuant to the Mortgage.

1.27 “ Note ” means, collectively, two promissory notes from Borrower to Lender, one in the original principal amount of six million three hundred thousand and no/100 dollars ($6,300,000.00) and the other in the principal amount of one million and no/100 dollars ($1,000,000.00), each of which evidences Borrower’s obligation to repay the Loan with interest, and each amendment, modification, extension or renewal thereof.

1.28 “ Organizational Documents ” means the following documents, each of which must be satisfactory to Lender in form and substance:

1.28.1 Articles of Incorporation of each Borrower;

1.28.2 Bylaws of each Borrower;

1.28.3 Certificate of Secretary of Borrower;

1.28.4 Resolutions of Directors of Borrower approving the transaction and authorizing one or more persons to sign documents on behalf of the entity; and

1.28.5 Certificate or other evidence of good standing of Borrower.

1.29 “ Permitted Liens ” has the meaning set forth in Schedule 5.2.

1.30 “ Permitted Indebtedness ” has the meaning set forth in Schedule 5.3.

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1.31 “ Phase II Environmental Assessment ” means the phase II environmental assessment on the Mortgaged Property located in Plymouth, Minnesota that must be obtained by the Borrower after closing as described in Section 4.19.3 below.

1.32 “ Pledge Agreement ” means the pledge agreement of even date herewith from Borrower to Lender, including any amendments or supplements.

1.33 “ Related Party ” means a party that is any of the following: (i) an Affiliate of Borrower; (ii) an individual or entity that has, directly or indirectly, a 10% or more ownership interest in the Borrower; or (iii) an entity that is owned entirely or in part by the Borrower.

1.34 “ Security Agreement ” means the security agreement of even date herewith from Borrower to Lender, including any amendments or supplements.

1.35 “ Title ” means DCA Title as an agent of Old Republic National Title Insurance Company.

1.36 “ Transfer ” means any sale, grant, pledge, assignment, mortgage, encumbrance, security interest, consensual lien, hypothecation, lease (other than bona fide third party leases for actual occupancy by a tenant), transfer or divesture of an interest in (i) the Collateral (except as permitted by clause (ii)) or the Mortgaged Property, or (ii) all or any substantial part of the assets of the Borrower except for assets sold in the ordinary course of Borrower’s business. Any change in the legal or equitable title of the Collateral or the Mortgaged Property whether or not of record and whether or not for consideration will be deemed a Transfer.

Section 2. The Loan and Conditions of Lending .

2.1 Loan . Subject to the conditions and terms of this Agreement, Lender agrees to make two separate loans to Borrower, Loan 2 in the principal amount of six million three hundred thousand and no/100 dollars ($6,300,000.00) and Loan 3 in the principal amount of one million and no/100 dollars ($1,000,000.00). Borrower agrees to borrow the amount of Loan 2 and Loan 3 from Lender in accordance with this Agreement. Loan 2 will be made in a single advance upon the closing of the Loan, subject to satisfaction of the conditions precedent set forth in Section 2.2. Loan 3 will be made in one or more advances under the terms of the Note for Loan 3, subject to satisfaction of the conditions precedent set forth in Section 2.2 and further subject to the restriction under Section 2.3.

2.2 Conditions Precedent to the Loan . The obligations of the Lender to make the Loan under this Agreement are subject to the following conditions precedent being satisfied, in Lender’s sole discretion, on the date of such advance:

2.2.1 Approval by Lender’s Counsel . All legal matters incidental to the extension of credit by Lender under this Agreement and the Loan Documents are reasonably satisfactory to Lender’s counsel.

2.2.2 Loan and Organizational Documentation . Borrower must deliver, without expense to Lender, originals of each of the Loan Documents and copies of the Organizational Documents, duly executed to the extent required by Lender,

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all in accordance with terms and conditions acceptable to Lender. The documents required by Lender to be recorded or filed must have been recorded or filed, without expense to Lender, and all recording fees, filing fees, charges, expenses and taxes (including, but not limited to, mortgage registration tax) must have been paid by Borrower.

2.2.3 No Default; True and Correct Representations . There is no default, or no occurrence of an event that would become a default, under the terms of this Agreement or any of the Material Loan Documents. The representations and warranties in Section 3 of this Agreement must be true and correct in all material respects as of the date of the advance.

2.2.4 Financial Statements and Change in Financial Condition . Borrower will deliver, without expense to Lender, copies of all financial statements of the Borrower as requested by the Lender for loan approval and thereafter in accordance with this Agreement. There has not been any material adverse change, as determined by Lender, in the financial condition or business of Borrower, nor any material decline in the market value of any Collateral or the Mortgaged Property or a substantial or material portion of the assets of Borrower.

2.2.5 Leasing Documents . Borrower will deliver, without expense to Lender, copies of the Leasing Documents, duly executed to the extent required by Lender, all in accordance with terms and conditions acceptable to Lender.

2.2.6 Legal Opinion . Opinion of Lindquist & Vennum LLP as counsel for Borrower delivered to the Lender, providing customary legal opinions (subject to customary and reasonable assumptions and qualifications) ordinarily delivered in transactions of the type contemplated hereby

2.2.7 Payment of Fees . Payment of all reasonable and out-of-pocket fees and expenses then due and payable pursuant to this Agreement and the Loan Documents.

2.2.8 Appraisal . Lender obtaining, without expense to Lender, an appraisal of the Mortgaged Property prepared by a licensed appraiser approved by Lender that shows a fair market value that is acceptable to Lender.

2.2.9 Title to the Land . The title to the Land must be satisfactory in all respects to Lender, and Title must have agreed to provide the Commitment for Title Insurance and agreed to insure Lender in accordance with a title insurance policy and endorsements satisfactory in all respects to Lender.

2.2.10 Governmental Compliance and Approvals . Evidence satisfactory to the Lender that the Improvements are permitted by and comply in all material respects with all applicable governmental regulations and all applicable restrictions and requirements.

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2.2.11 Environmental Assessment . Borrower must deliver, without expense to Lender, a phase I environmental assessment that is acceptable to Lender.

2.2.12 Insurance . Borrower must deliver, without expense to Lender, evidence satisfactory to the Lender of the insurance required to be maintained by Borrower under this Agreement and the Mortgage.

2.2.13 UCC Searches . Lender obtaining, without expense to Lender, Uniform Commercial Code searches and federal and state lien searches as of the date of the Mortgage or the most current date for which such searches are available, showing no financing statements or tax liens of record with respect to the Borrower.

2.2.14 Deposit Account . Borrower opening and maintaining the Deposit Account with Lender for all funds of Borrower related to its operation and the authorization to deduct payments made under the Note directly from the Deposit Account.

2.3 Restricted Availability Under Loan 3 . Borrower agrees and acknowledges that until the earliest to occur of:

2.3.1 (i) fulfillment of the covenant specified in Section 4.19.3, and (ii) remediation of environmental matters on the Mortgaged Property which are both (x) recommended by the environmental consultant performing the post-closing Phase II Environmental Assessment, and (y) deemed reasonable and appropriate by Lender, or

2.3.2 payment in full by Borrower of the Release Amount (as set forth on Schedule 2.4) with respect to the Mortgaged Property to which the Phase II Environmental Assessment applies,

the amount available under Loan 3 will be limited to seven hundred fifty thousand dollars ($750,000.00). Upon the satisfaction of the requirements of either of subsections 2.3.1 or 2.3.2 above, the entire amount of Note 3 will be available to be advanced to Borrower.

2.4 Partial Release of Mortgaged Property . Lender agrees to release from the lien of the Mortgage and the other Loan Documents, as applicable, portions of the Mortgaged Property upon the closing of the sale thereof or by request of the Borrower (hereinafter referred to as a “ Release Parcel ”), upon satisfaction by Borrower of the following terms and conditions:

2.4.1 Lender approves such release in writing, which consent will not be unreasonably withheld;

2.4.2 Borrower shall have made such request at least ten (10) business days prior to the requested release date;

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2.4.3 On requested release date, and on the actual release date, no Default or Event of Default shall exist under the Mortgage and Loan Documents;

2.4.4 A Release Parcel must be released as a whole and not in part; and

2.4.5 Upon any such release of a Release Parcel, Borrower shall pay Lender in immediately available funds an amount (hereinafter referred to as a “ Release Amount ”) equal to the greater of (i) the fair market value of the Release Parcel as determined by a new appraisal completed at the time of requested release by an appraiser acceptable to the Lender and agreed to by the Borrower, or (ii) the value for the Release Parcel shown on Exhibit 2.4 attached hereto. The Release Amount for the release of each Release Parcel shall be applied to the principal, interest, fees, costs and expenses due to Lender under Loan 1, whether then due and payable or not, and if Loan 1 is paid in full then to the principal, interest, fees, costs and expenses due to Lender under Loan 2, whether then due and payable or not, and will not be subject to any pre-payment penalty. The cost of the appraisal for the Release Parcel will be paid by the Borrower.

Section 3. Representations and Warranties . Borrower represents and warrants to Lender, as of the date of this Agreement, as follows:

3.1 Legal Existence and Authorization . Each Borrower is a corporation duly organized and in good standing under the laws of the State of Minnesota and has the power to enter into and has authorized execution and delivery of this Agreement, the Loan Documents and the Leasing Documents to which it is a party. Borrower will, at all times, preserve and maintain its existence and all of its rights, privileges and franchises and will comply in all material respects with all applicable laws and regulations regarding its existence.

3.2 Validity of Documents . Each Loan Document and Leasing Document to which Borrower is a party has been duly executed and delivered by Borrower and is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and no default exists under any such documents.

3.3 No Violation . The execution and delivery of this Agreement, the Loan Documents and the Leasing Documents to which Borrower is a party, the consummation of the transactions contemplated hereby and the fulfillment of the terms and conditions hereof do not and will not violate the Organizational Documents or conflict with or result in a breach of or constitute a default under any of the terms or conditions of any mortgage, indenture, loan agreement or any instrument to which Borrower is now a party or which is binding upon Borrower or its properties and do not and will not result in violation of any order, decree, statute, rule or regulation of any court or of any state or federal regulatory body having jurisdiction over Borrower or its properties, and do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature upon any property or assets of Borrower contrary to the terms of any indenture, mortgage or other agreement or instrument to which Borrower is a party or by which its assets are bound.

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3.4 Litigation and Judgments . Except as set forth on Schedule 3.4, there is no suit, action, proceeding or investigation pending or threatened against or affecting Borrower (or any basis therefor) at law or in equity or by or before any court, arbitrator, administrative agency or other federal, state or local governmental authority which individually or in the aggregate, if adversely determined, might have a material adverse effect on, or affect the validity as to Borrower of, any of the transactions contemplated hereby or the ability of Borrower to perform their obligations under this Agreement or the Loan Documents. There are no judgments against Borrower that have not been satisfied.

3.5 Title to the Collateral . All of Borrower’s assets are titled in its legal name. Except for Permitted Liens, Borrower owns and has good title to all of the Collateral free and clear of all security interests, and Borrower has not executed any security documents or financing statements relating to such assets. Except for the Permitted Liens, all mortgages and UCC financing statements, together with any amendments and continuations, filed against the Collateral or Borrower with respect to the Collateral have been satisfied, terminated or released and said documents evidencing the same will be filed with the appropriate governmental authority upon the closing of the Loan. In the event that any termination or release is not filed as required, Lender is authorized to file the termination and/or release.

3.6 Tax Returns . To the best of Borrower’s knowledge, all tax returns and reports of Borrower required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those disclosed by Borrower to Lender that are presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

3.7 Correctness of Financial Statements . Any and all financial statements delivered to Lender by Borrower are true and correct in all respects and fairly present the financial conditions of Borrower as of the date of the financial statement. No material adverse change has occurred in the financial conditions reflected in these financial statements of Borrower since the date of the statement and no additional borrowing has been made by Borrower since such date other than the borrowing contemplated under this Agreement or otherwise approved by Lender. Neither the financial statements or any certificate or statement furnished to Lender by or on behalf of Borrower in connection with this transaction, nor the representations and warranties contained in this Agreement, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make any statements not misleading. To the best knowledge of Borrower, there is no fact which materially or adversely effects or in the future (so far as Borrower can now foresee) may materially or adversely affect the business or prospects or condition (financial or other) of Borrower or their properties or assets, including the Collateral, which has not been set forth in a certificate or statement furnished to Lender by Borrower.

3.8 Organizational Documents . All Organizational Documents of the Borrower have been delivered to Lender and are true and correct in all respects and fairly present the organization of the entity. No material adverse change has occurred in the organization of the entity reflected in these Organizational Documents since their respective dates and no additional agreements have been made by Borrower concerning the organization of the entity.

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3.9 Other Obligations . Except as described on Schedule 3.9, Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation.

3.10 Environmental Matters . Except as described on Schedule 3.10, Borrower is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations adopted pursuant thereto, which govern or affect any of Borrower’s operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or supplemented from time to time. None of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no material contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment.

3.11 Compliance . Except as otherwise disclosed herein, the Land and Improvements are in material compliance requirements of law, including requirements of any federal, state, county, city or other governmental authority having jurisdiction. All material requirements and permits and approvals (including without limitation all building permits and zoning, environmental and land use approvals) necessary to enable Borrower to acquire and operate the Land and Improvements have been obtained and will be maintained in full force and effect. Except as set forth in the Commitment for Title Insurance, the Improvements are entirely within the Land and do not encroach upon any easement or land of others.

3.12 Condition of Mortgaged Property . Borrower has inspected the Mortgaged Property and it is in good condition, repair and operating condition, normal wear and tear excluded, free from any material defect, misuse, or item of repair.

3.13 No Ownership of Other Parcels related to the Mortgaged Property . Borrower does not own any property related or adjacent to the Mortgaged Property that is not encumbered by the Mortgage and defined as Mortgaged Property under this Agreement. Borrower will provide Lender with written notice of the purchase of any property related or adjacent to the Mortgaged Property by Borrower.

3.14 Leases . Borrower is the landlord with all of landlord’s right, title and interest with respect to the Leases. There is no default under any Lease and all Leases specifically set forth in this Agreement are in full force and effect. Any rights of tenant to purchase the Land under any Lease have been properly waived and released by tenant. All Leases will be subordinate to the Mortgage unless Lender agrees in writing that the Mortgage is subordinate to such Lease. Borrower must, upon request by Lender, provide Lender with a copy of each proposed or executed Lease and with financial information on the proposed tenant in the possession or control of Borrower. Borrower must, upon request by Lender, provide Lender with a status report of all Leases of space within the Mortgaged Property that shows the names of all tenants, the areas leased, the major terms of all Leases, the current status and amount of rents payable of each Lease, and all letters of intent or agreements to lease.

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Section 4. Affirmative Covenants of Borrower . Borrower covenants, that so long as Lender remains committed to extend credit to Borrower pursuant to this Agreement, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Lender under any of the Loan Documents remain outstanding (other than inchoate indemnification obligations for which no claim has been made), and until payment in full of all obligations of Borrower in connection with the Loan, or unless Lender otherwise consents in writing, that Borrower must do the following:

4.1 Punctual Payments . Punctually pay all principal, interest, fees, Loan Charges and other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein, and immediately upon demand by Lender, pay the amount by which the outstanding principal balance of any credit advanced under this Agreement exceeds any applicable limitation on borrowings. Borrower will reimburse Lender all expenses paid to third parties of the nature described in this Section which have been or may be incurred by Lender with respect to the Loan. Lender may pay or deduct from the Loan proceeds any of such expenses, and any Loan proceeds so applied will be deemed advances under this Agreement.

4.2 Financial Statements and Reporting Requirements . Borrower must furnish to Lender the following information at the following times:

4.2.1 Annual Financial Statements . As soon as available, and in any event within ninety (90) days after the end of each fiscal year, Borrower must furnish to Lender the following: (i) annual financial statements of Borrower for the calendar year end, which financial statements must include, but not be limited to, a balance sheet, a statement of liabilities and shareholder equity, a statement of income or loss and retained earnings, statement of cash flows, and a statement of changes in financial position, all with footnotes, if any, included; and (ii) any other financial statements and information that Lender reasonably requests. All annual financial statements furnished by Borrower must be prepared in reasonable detail and in accordance with GAAP (or tax accounting reconciled to GAAP) and audited by a reputable accounting firm in form and substance acceptable to Lender and with such certifications as Lender may specify. The foregoing financial statements shall have been deemed delivered to the Lender (and Borrower shall have complied in all respects with the requirements of this Section 4.2.1) without any other action required by Borrower upon the filing of the Borrower’s 10-K each year with the Securities Exchange Commission.

4.2.2 Quarterly Financial Statements . As soon as available, and in any event within forty-five (45) days after the end of each calendar quarter, and as otherwise reasonably requested by Lender, Borrower must furnish to Lender the following: (i) financial statements of Borrower for the fiscal quarter end, which financial statements must include, but not be limited to, a balance sheet, a statement of income or loss; and (ii) any other financial statements and information that Lender reasonably requests. All quarterly financial statements

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furnished by Borrower must be prepared in reasonable detail and in accordance with GAAP (or tax accounting reconciled to GAAP). The foregoing financial statements shall have been deemed delivered to the Lender (and Borrower shall have complied in all respects with the requirements of this Section 4.2.2) without any other action required by Borrower upon the filing of the Borrower’s 10-Q each quarter with the Securities Exchange Commission.

In the event Borrower fails to furnish any of the foregoing financial statements in accordance with the terms of Sections 4.2.1 and 4.2.2, the same will be an Event of Default and in addition to any other remedies available, Lender may cause an audit to be made of the respective books and records at the sole cost and expense of Borrower. Lender will also have the right to examine at their place of safekeeping at reasonable times mutually agreeable between Borrower and Lender (but in no event more than two (2) business days after the request from Lender) all books, accounts and records relating to the operation of the Mortgaged Property.

4.3 Books and Records; Inspection and Examination . Maintain accurate books and records in accordance with generally accepted accounting principles (“ GAAP ”) consistently applied, as applicable. Upon request and reasonable notice by Lender, Borrower must permit any representative of Lender, at any reasonable time mutually agreeable between Borrower and Lender (but in no event more than two (2) business days after the request from Lender) during business hours, to inspect, audit, examine, and make copies of all corporate and financial books and records of Borrower and to inspect the Collateral and other property of the Borrower.

4.4 Compliance with Laws . Borrower will comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any governmental authority in the conduct of its business.

4.5 Documents . Borrower will duly perform and observe all of the covenants, agreements and conditions on its part to be performed and observed under the Agreement, Loan Documents, Organizational Documents, and Leasing Documents, and any and all other agreements and instruments to which Borrower is a party related to the Mortgaged Property. Borrower will not, without the prior written consent of Lender, surrender, terminate, cancel, rescind, supplement, alter, revise, modify, amend or assign or pledge its interest in any of the foregoing documents. Borrower must not excuse or waive a default of a third party under any of these documents without the prior consent of Lender. Borrower will, upon request by Lender, provide Lender with a fully executed copy of each of these documents together with all exhibits and attachments and all amendments and modifications.

4.6 Payment of Taxes and Other Claims . Borrower must file when due all required tax returns and will pay when due all material taxes, assessments and other governmental charges and will pay when due all lawful claims for labor, material and supplies, which, if unpaid, might become a lien against the Collateral, except any such taxes, assessments or other governmental charges which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

4.7 Insurance . Borrower must provide and maintain at all times insurance in such forms and covering such risks and hazards and in such amounts and with such companies as are

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reasonably satisfactory to Lender and as may be required by the Mortgage. Losses will be payable in accordance with the provisions of the Mortgage. Upon request of Lender, Borrower must furnish to Lender reports of each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the properties insured; (e) the then current property values on the basis of which insurance has been obtained and the manner of determining those values and (f) the expiration date of the policy.

4.8 Legal Existence and Operation of the Business . Borrower will preserve and maintain its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business and will conduct its business affairs in a reasonable and prudent manner in compliance with all applicable federal, state and municipal laws, ordinances, rules and regulations respecting its properties, business and operations, except where the failure to so maintain such rights, privileges and franchises could not reasonably be expected to have a material adverse effect on the Borrower or its ability to perform its obligations hereunder. Borrower will not make any substantial change in the nature of Borrower’s business as conducted as of the date of this Agreement.

4.9 Maintenance of the Collateral and Mortgaged Property . Borrower must not abandon the Mortgaged Property. Borrower must keep and maintain the Collateral in good condition, repair and operating condition, normal wear and tear excluded, free from any waste or misuse. Borrower must keep and maintain all property, buildings, improvements or structures now or hereafter located on the Mortgaged Property in good condition, repair and operating condition, normal wear and tear excluded, and will from time to time make necessary repairs, renewals and replacements.

4.10 Inspection of the Collateral . Lender or its designated representative, will, at all times during the making of the Loan, have the right of entry and free access during regular business hours at times mutually agreeable to the Borrower and Lender (but in no event more than two (2) business days after the request from Lender) to the Collateral, including the Mortgaged Property, and the right to inspect all work done regarding the Improvements, labor performed and materials, if any, furnished in and about the Mortgaged Property and the right to inspect all books, contracts and records of Borrower relating to the Collateral; provided that suitable arrangements are made to minimize disruption of business.

4.11 Litigation . Borrower must promptly advise Lender in writing of all litigation and all notices, complaints and charges made by any governmental authority which could reasonably be expected to have a material adverse effect on a material portion of the Collateral, the Land, Improvements or Borrower, or its business or the ability of the Borrower to perform its obligations hereunder.

4.12 Notice to Lender . Promptly (but in no event more than five (5) days after the occurrence of each such event or matter) give written notice to Lender in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the organizational structure of Borrower; (c) the occurrence and nature of any reportable event or prohibited transaction, each as defined in ERISA, or any funding deficiency with respect

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to any plan; or (d) any termination or cancellation of any insurance policy which Borrower is required to maintain, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting Borrower’s property in excess of an aggregate of $250,000.

4.13 Payment of Loan Origination Fee . Borrower must pay to Lender the entire Loan Origination Fee not later than the closing of the Loan. The Lender will be entitled to disburse the Loan Origination Fee directly to itself out of the Loan.

4.14 Additional Acts . Borrower agrees upon demand of Lender to do any act or execute any additional documents (including, but not limited to, mortgages against real property and security agreements on any personal property included or to be included in the Collateral) as may be reasonably required by Lender to secure the Note or confirm the lien of the Mortgage or the other Loan Documents. Upon the demand of Lender for reasonable cause, from time to time and at any time, Borrower agrees to deliver to Lender updated and recertified copies of the Loan Documents. Borrower further agrees, at all times while Loan 3 is outstanding, to deliver on or about the anniversary of this Agreement a certificate executed by an authorized representative of Borrower certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, that no Event of Default exists under this Agreement.

4.15 Updated Appraisal . Upon reasonable request of Lender, Borrower, at its cost and expense, further agrees to furnish Lender with an updated appraisal of the Mortgaged Property and a certificate from Title setting forth all owners of and encumbrances on the Mortgaged Property, provided that Borrower will not be required to provide such appraisal and such certificate more than once in any twelve (12) month period. Any updated appraisal must be prepared by an appraiser approved by Lender and the appraisal must be prepared in a manner reasonably acceptable to Lender and in accordance with all applicable laws.

4.16 Deposit Account . Borrower must maintain the Deposit Account with Lender at all times during the term of this Agreement for the funds of Borrower related to the Mortgaged Property with the authorization to deduct payments made under the Note directly from this account. All rents received under any and all Leases must be deposited into this account.

4.17 Financial Covenants .

4.17.1 Debt Service Coverage Ratio . Borrower will not permit Borrower’s debt service coverage ratio as determined by Lender as of the last day of any fiscal quarter of the Borrower to be less than 1.15 to 1. The debt service coverage ratio means the ratio of (a) the Borrower’s EBITDA to (b) the aggregate amount of principal and interest due and payable by the Borrower under the Loan and any other loans.

The debt service coverage ratio shall each be calculated quarterly using the preceding 12 months of the Borrower’s operations utilizing the Borrower’s public financial statements and Borrower-prepared supplemental schedules.

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Notwithstanding anything to the contrary contained herein, in the event that Borrower desires to cure any default of the financial covenant contained in this Section 4.17.1 for any period, the Borrower (x) has a right to cure an EBIDTA Shortfall of less than one hundred thousand dollars ($100,000.00), and (y) has a right to request that the Lender permit a cure of an EBIDTA Shortfall, as set forth herein.

(a) In the event the EBITDA Shortfall is less than one hundred thousand dollars ($100,000.00) for any period and the Borrower desires to cure any default of the financial covenant contained in this Section 4.17.1 for said period, Borrower shall (i) provide Lender with written notice of such intention to cure no later than five (5) calendar days prior to the date that the financial statements for such period are required to be delivered pursuant to Section 4.2 (the “ Cure Notice ”) and (ii) within five (5) calendars days after delivery of the Cure Notice, make a voluntary prepayment of the Loan (the “ Cure Payment ”) in an amount equal to the EBITDA Shortfall.

If a Cure Notice has been delivered, then from the last day of the period related to such Cure Notice until the earlier to occur of receipt by the Lender of the Cure Payment or expiration of the five (5) day period described in clause (ii) of the prior paragraph, Lender shall not impose default interest, assess any late charge, accelerate any obligations owing under any Loan Document, terminate any commitment to lend or exercise any enforcement remedy against Borrower or any of its properties solely as a result of the financial covenant default that has been (or is to be) cured pursuant to the terms hereof. Upon timely receipt by Lender of the Cure Payment (which shall be applied by Lender as voluntary prepayment of the Loan in accordance with the terms hereof), the Event of Default on account of such failure to satisfy the financial covenants set forth in this Section 4.17.1 shall be deemed cured, and for all other purposes and calculations hereunder, the Cure Payment shall be deemed to be included in the calculation of EBITDA for the period with respect to which the Cure Notice was delivered. If the Borrower fails to deliver the Cure Payment prior to expiration of the five (5) day period described in clause (ii) of the prior paragraph, an Event of Default will exist and the Lender may exercise all of the remedies to which it is entitled.

(b) In the event the EBITDA Shortfall is one hundred thousand dollars ($100,000.00) or more for any period and the Borrower desires to cure any default of the financial covenant contained in this Section 4.17.1 for said period, Borrower shall (i) provide Lender with a written request to cure the EBITDA Shortfall no later than five (5) calendar days prior to the date that the financial statements for such period are required to be delivered pursuant to Section 4.2 (the “ Cure Request ”). Upon receipt of the Cure Request, the Lender will promptly respond to the Borrower (a “ Cure Response ”) regarding whether the Lender will permit Borrower to cure the

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default and the amount that is necessary to pay as the Cure Payment. If the Lender does not respond to the Cure request within five (5) calendar days after delivery of the Cure Request, the Cure Request will be deemed to be denied. Borrower will have five (5) days after receipt of the Cure Response to pay the Cure Payment specified in the Cure Response.

If a Cure Request has been delivered, then from the date of delivery of the Cure Request until the earlier to occur of receipt by the Lender of the Cure Payment specified in the Cure Response or Lender’s delivery of a Cure Response declining Borrower’s request to cure the default, the Lender shall not impose default interest, assess any late charge, accelerate any obligations owing under any Loan Document, terminate any commitment to lend or exercise any enforcement remedy against Borrower or any of its properties solely as a result of the financial covenant default that has been (or is to be) cured pursuant to the terms hereof. Upon timely receipt by Lender of the Cure Payment specified in the Cure Response (which shall be applied by Lender as voluntary prepayment of the Loan in accordance with the terms hereof), the Event of Default on account of such failure to satisfy the financial covenants set forth in this Section 4.17.1 shall be deemed cured, and for all other purposes and calculations hereunder, the Cure Payment shall be deemed to be included in the calculation of EBITDA for the period with respect to which the Cure Notice was delivered. If the Borrower fails to deliver the Cure Payment specified in the Cure Response prior to expiration of the five (5) day period after receipt of the Cure Response, an Event of Default will exist and the Lender may exercise all of the remedies to which it is entitled

For purposes of this section, “ EBITDA Shortfall ” shall mean that amount which, if included in the calculation of EBITDA for the period with respect to which the Cure Notice has been delivered, would cause the Borrower to be in compliance with the financial covenant set forth in this Section 4.17.1 for such period.

4.17.2 Growth Capital Expenditures . The Borrower shall not make, or become legally obligated to make for each fiscal year, Growth Capital Expenditures costing in excess of two million dollars ($2,000,000) in the aggregate during any such fiscal year, unless the Borrower shall have had at least a trailing 12 month average of $2,000,000 in cash in deposits with the Lender at the time of the making of any such Growth Capital Expenditure.

4.18 Delivery of Quarterly Compliance Certificate . The Borrower shall furnish to the Lender at the time it delivers (or is deemed to deliver) each set of financial statements required by Section 4.2.2 hereof a Compliance Certificate in substantially the form of Schedule 4.18 hereto, duly executed by either the Borrower’s chief executive officer, chief financial officer or chief accounting officer, which shall set forth in reasonable detail the computations necessary to determine whether the Borrower is in compliance with the financial covenants contained in Section 4.17 hereof.

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4.19 Post-Closing Covenants .

4.19.1 Letters of Credit . Within forty-five (45) days after the date of this Agreement, Borrower must (i) obtain from the beneficiaries thereof all letters of credit (the “ WF L/Cs ”) issued by Wells Fargo Bank, National Association (“ Wells Fargo ”) under that certain Third Amended and Restated Credit Agreement dated as of May 8, 2015 by and among Wells Fargo and the Borrowers, (ii) obtain the release of all cash collateral held by Wells Fargo securing the WF L/Cs, (iii) deposit the cash collateral released by Wells Fargo with Lender to collateralize the following letters of credit to be issued by the Lender under separate written agreements between Borrower and Lender:

4.19.2 Surveys . Within ninety (90) days after the date of this Agreement, Borrower must deliver, without expense to Lender, current surveys for the Mortgaged Property certified to Lender and Title that are acceptable to Lender and which are sufficient for Title to append a “same as survey” endorsement to the title policy.

4.19.3 Environmental Matters . Within ninety (90) days after the date of this Agreement, Borrower must deliver, without expense to Lender, the Phase II Environmental Assessment.

Section 5. Negative Covenants of Borrower . Borrower further covenants, that so long as Lender remains committed to extend credit to Borrower pursuant to this Agreement, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Lender under any of the Loan Documents remain outstanding (other than inchoate indemnification obligations for which no claim has been made), and until payment in full of all obligations of Borrower in connection with the Loan, that Borrower will not do, and will not permit any Affiliate or other person to do, without Lender’s prior written consent, any of the following:

5.1 Use of Funds . Use any of the proceeds of any credit extended under this Agreement, except for the purposes stated in this Agreement.

5.2 Liens . Except for the Permitted Liens listed in Schedule 5.2, Borrower must not create, incur or cause to exist any mortgage, deed of trust, pledge, lien, security interest, assignment or transfer with respect to all or any portion of the Collateral to secure any Indebtedness, and Borrower will continue to own and have good title to all of the Collateral free and clear of all liens and security interests. Except with respect to the Permitted Liens, Borrower must not execute or authorize any party to execute any security documents or financing statements with respect to the Collateral.

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5.3 Indebtedness . Borrower must not incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Lender, (b) subordinated debt approved in writing by Lender, and (c) the Indebtedness secured by the Permitted Liens, (d) any other liabilities of Borrower existing as of the date hereof and disclosed to Lender in writing as Permitted Indebtedness and listed in Schedule 5.3, and (e) any extension, renewal or replacement of such excepted Indebtedness (so long as such Indebtedness is not increased above the amount outstanding immediately prior to giving effect to any such extension, renewal or replacement).

5.4 Restrictions on the Sale or Transfer of Assets and Ownership Interests; Acceleration upon Transfer . Borrower will not cause a Transfer to occur and will not change the person or entity controlling or managing Borrower, without obtaining, in each instance, the written approval of Lender.

5.5 Consolidation and Merger . Borrower will not consolidate with or merge into any other entity, or permit any other entity to merge into Borrower, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other entity.

5.6 No Expansion of Improvements . Borrower further agrees that it will not expand any material Improvements or erect any new material Improvements, provided nothing herein precludes Borrower from constructing Improvements necessary or desirable for Borrower’s business purposes which are non-structural in nature and which do not constitute material alterations, affect the nature of use, structure or utility, or decrease the market value of the Mortgaged Property.

5.7 Transactions With a Related Party . Borrower must not enter into or be a party to any transaction with any Related Party except in the ordinary course of and pursuant to the reasonable requirements of such business and upon fair and reasonable terms that are no less favorable than would be obtained in a comparable arms-length transaction with a third party.

5.8 Restrictions on Nature of Business . Borrower will not make any substantial change in the nature of Borrower’s business as conducted as of the date of this Agreement.

Section 6. Events of Default .

6.1 Events of Default . Each of the following events will constitute an “ Event of Default ” under this Agreement:

6.1.1 Borrower’s failure to make a payment of principal, interest or other amounts as and when due under the Note.

6.1.2 If at any time any representation or warranty made by Borrower in this Agreement or in any other Material Loan Document or under any financial statement or certificate provided by Borrower to Lender proves to be incorrect, false or misleading in any material respect when furnished or made.

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6.1.3 If Borrower fails to perform, without expense to Lender and within a reasonable period of time after receipt of the Phase II Environmental Assessment, any remediation of environmental matters on the Mortgaged Property which are both (x) recommended by the environmental consultant performing the post-closing Phase II Environmental Assessment, and (y) deemed reasonable and appropriate by Lender; provided, however, that any such Event of Default pursuant to this Section 6.1.3 shall be deemed cured in all respects automatically if and to the extent Borrower promptly pays to Lender the Release Amount (as set forth on Schedule 2.4) with respect to the Mortgaged Property to which the Phase II Environmental Assessment applies.

6.1.4 If Borrower fails to perform or observe (subject to any cure right provided for herein) any of the covenants, conditions or terms contained in this Agreement (other than covenants, conditions or terms otherwise specifically addressed in this Section 6) or any Material Loan Document.

6.1.5 If at any time title to any part of the Collateral or the Mortgaged Property is not satisfactory to Lender by reason of any lien, encumbrance or other defect (even though the same may have existed at the time of any advance) except those matters affecting title which have at any time been consented to in writing by Lender, and such lien, encumbrance or other defect is not corrected to Lender’s satisfaction within thirty (30) days after notice to Borrower.

6.1.6 If Borrower fails to comply with any requirement of any governmental authority within thirty (30) days after notice in writing of such requirement has been given to Borrower by such governmental authority, subject to any rights of Borrower to contest such requirement as provided in the Mortgage or hereunder.

6.1.7 If a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a custodian, receiver or trustee for any of its property is filed by Borrower, or if a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a custodian, receiver or trustee of any of Borrower’s property is filed against Borrower which is not dismissed within sixty (60) days, or if a custodian, receiver or trustee of any property of Borrower is appointed and is not discharged within sixty (60) days, or if Borrower makes an assignment for the benefit of creditors or generally does not pay its debts as they become due, or if Borrower be adjudged insolvent by any state or federal court of competent jurisdiction, or if an attachment or execution is levied against any substantial portion of the property of Borrower which is not discharged within sixty (60) days.

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6.1.8 If Borrower is dissolved, liquidated or otherwise not in existence, or any of Borrower’s directors, governors, shareholders, members or owners initiate any such action.

6.1.9 If any other Material Loan Document is revoked or terminated.

6.1.10 Failure to timely provide financial statements as required hereunder.

6.1.11 A default in the payment or performance by Borrower of any of the terms and conditions of the Leasing Documents.

6.1.12 If Borrower is in default under any other agreement with Lender (whether in connection with the Loan or otherwise) other than any Letter of Credit Agreement and any required notice has been given and any time in which to cure the default has elapsed; it being understood that any default or event of default under any Letter of Credit Agreement shall not itself cause an Event of Default hereunder or under any other Loan Document. For purposes of the foregoing, “ Letter of Credit Agreement ” shall mean any business loan agreement, promissory note or other similar agreement or instrument supporting, evidencing or otherwise executed in connection with each letter of credit now or hereafter issued by the Lender for the benefit of the Borrower or any affiliate of the Borrower.

6.2 Remedies . If any Event of Default occurs, except where otherwise provided in this Agreement or the Loan Documents, all commitments and obligations of Lender under this Agreement or the Loan Documents or any other agreement will immediately be suspended or terminated (including any obligation to make advances for which Lender will not be obligated to make upon the happening of any event set forth in Section 6.1 regardless of whether or not any required notice was given) at Lender’s option, and/or Lender may, at its option, declare the entire Indebtedness owed to Lender immediately due and payable and may foreclose the Mortgage and any other collateral given as security for the Loan, all without notice of any kind to Borrower, except that in the case of an Event of Default described in Section 6.1.7), such acceleration will be automatic and not optional. Following an Event of Default, Lender will have all remedies available under the Loan Documents and at law or in equity, and all such remedies will be cumulative and not exclusive.

Section 7. Miscellaneous .

7.1 No Waiver . No delay, failure or discontinuance of Lender in exercising any right, power or remedy under any of the Loan Documents will affect or operate as a waiver of such right, power or remedy; nor will any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise of those rights, powers or remedies or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Lender of any breach of or default under any of the Loan Documents must be in writing and is effective only to the extent set forth in the writing.

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7.2 Notices . Any notices and other communications permitted or required by the provisions of this Agreement (except for telephonic notices expressly permitted) must be in writing and will be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as hereinafter provided. Each such notice will be effective upon being deposited or delivered as aforesaid. The time period within which a response to any such notice must be given, however, will commence to run from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given will be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days’ notice thereof, either party hereto will have the right from time to time to change its address and will have the right to specify as its address any other address within the United States of America.

Each notice to Lender will be addressed as follows:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:     (651) 289-2222

Fax No.:        (651) 289-0200

Each notice to Borrower will be addressed as follows:

Famous Dave’s of America, Inc.

D&D of Minnesota, Inc.

Famous Dave’s Ribs of Maryland, Inc.

Famous Dave’s Ribs, Inc.

Famous Dave’s Ribs-U, Inc.

Lake & Hennepin BBQ & Blues, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

Phone No:     (952) 294-1300

Fax No.:        (          )                     

7.3 Costs, Expenses and Attorneys’ Fees . Borrower agrees to pay to Lender immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of Lender’s in-house counsel), expended or incurred by Lender in connection with: (a) the negotiation and preparation of this Agreement and the other Loan Documents, Lender’s continued administration of this Agreement and the Loan Documents, and the preparation of any amendments and waivers of this Agreement and the Loan Documents; (b) the enforcement of

22

Lender’s rights and/or the collection of any amounts that become due to Lender under any of the Loan Documents; and (c) the prosecution or defense of any action in any way related to any of the Loan Documents including, without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Lender or any other person) relating to Borrower or any other person or entity.

7.4 Successors; Assignment . This Agreement is binding upon and inures to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; except that Borrower may not assign or transfer its interest under this Agreement without Lender’s prior written consent. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the Loan Documents. In connection therewith, Lender may disclose all documents and information that Lender now has or may later acquire relating to any credit subject to the Loan Documents, Borrower or its business, or any collateral required under the Loan Documents.

7.5 Entire Agreement; Amendment . This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Lender with respect to each credit subject to the Agreement and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter contained in the Agreement and the Loan Documents. The terms and provisions of the Loan Proposal are hereby terminated and superseded by this Agreement. This Agreement may be amended or modified only in writing signed by each party.

7.6 No Third Party Beneficiaries . This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective permitted successors and assigns, and no other person or entity may be a third party beneficiary of, or have any direct or indirect cause of action or claim in connection with this Agreement or any other of the Loan Documents to which it is not a party.

7.7 Time . Time is of the essence for each and every provision of this Agreement and each of the other Loan Documents.

7.8 Severability . If any provision of this Agreement is prohibited by or invalid under applicable law, the provision will be ineffective only to the extent of the prohibition or invalidity without invalidating the remainder of the provision or any remaining provisions of this Agreement.

7.9 Counterparts . This Agreement may be executed in any number of counterparts, each of which when executed and delivered is deemed to be an original, and all of which when taken together constitute one and the same Agreement.

7.10 Consent to Jurisdiction . The Borrower submits and consents to personal jurisdiction of the Courts of the State of Minnesota and Courts of the United States of America sitting in such State for the enforcement of this instrument and waives any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State

23

of Minnesota. Litigation may be commenced in any state court of general jurisdiction for the State of Minnesota or the United States District Court located in that state, at the election of the Lender. Nothing contained herein prevents Lender from bringing any action against any other party or exercising any rights against any security given to Lender, or against the Borrower personally, or against any property of the Borrower, within any other state. Commencement of any such action or proceeding in any other state does not constitute a waiver of consent to jurisdiction or of the submission made by the Borrower to personal jurisdiction within the State of Minnesota.

7.11 Governing Law . Notwithstanding the place of execution of this Agreement, the parties to this Agreement have contracted for Minnesota law to govern this Agreement and it is agreed that this Agreement is made pursuant to and will be construed and governed by the laws of the State of Minnesota without regard to principles of conflicts of laws.

7.12 Waiver of Jury Trial . THE BORROWER WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTIES TO THIS AGREEMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS AGREEMENT.

7.13 Right of Setoff . To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

7.14 Cross Collateralization . In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.

7.15 Joint and Several Liability . Since multiple corporations are executing this Agreement as Borrower, the liability of each such corporation to pay and perform all obligations under the Loan Agreement and the other Loan Documents shall be joint and several. Each Borrower shall remain liable for all obligations under the Loan and Loan Documents notwithstanding any provisions of law that may prevent the Lender from enforcing such obligations against the other Borrower.

24

7.16 Changes to Financial Reporting . Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that if, after the date hereof, there are any changes to GAAP or if GAAP is replaced by another set of accounting rules and principles to which the Borrower is subject, the parties shall mutually agree to revise the financial covenants and definitions affected thereby so that they conform to such modifications after giving effect thereto.

7.17 Waiver and Subordination of Co-Borrower Claims . Each Borrower unconditionally and absolutely waives:

7.17.1 all claims, rights and remedies, and all rights of subrogation, indemnity, exoneration, contribution or reimbursement whatsoever, and any right of recourse to the security given to the Lender, that a Borrower may have against the other Borrower until all of the obligations under the Loan and Loan Documents are fully paid and discharged. Borrower understands that Borrower may have rights under applicable law to be subrogated to such security and knowingly waives and relinquishes such rights and any claim that any subrogation rights were abrogated by any acts of Lender. Borrower agrees that all current and future obligations under the Loan and Loan Documents shall be superior to all current and future claims, rights and remedies that a Borrower may have against the other Borrower. Borrower subordinates all current and future claims, rights and remedies that Borrower may have against the other Borrower to all current and future claims, rights and remedies that Lender may have against Borrower; and

7.17.2 any right that Lender prosecutes collection of the Loan or resorts to any instrument or security given to secure the Loan or proceeds against the other Borrower or against any other guarantor or surety prior to enforcing the Loan and Loan Documents against a Borrower. Lender may, in its sole discretion, proceed in joint or separate action against each Borrower and pursue its remedies against each Borrower or any other guarantor or surety without affecting its rights against the other Borrower.

signature pages follow

25

IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of the date first above written.

signature page to Loan Agreement

- re: Famous Dave’s Loans 2 and 3

S-1

signature page to Loan Agreement

- re: Famous Dave’s Loans 2 and 3

S-2

SCHEDULE 3.4 TO LOAN AGREEMENT

LITIGATION AND JUDGMENTS

Famous Dave’s of America, Inc. v. SR El Centro, Inc., et al. , Superior Court of the State of California, County of Los Angeles, Central Division, Case No. BC589329, filed July 24, 2015.

SR El Centro, Inc., et al. v. Famous Dave’s of America, Inc. , Superior Court of the State of California, County of Los Angeles, Case No. NC060189, filed July 28, 2015.

Cascade PDX Partners, LLC, et al. v. Kurt Schneiter, et al. , Superior Court of the State of California, County of Orange, Central Justice Center, Case No. 30-2014-00752683-CU-BC-CJC, filed October 23, 2014.

SCHEDULE 3.9 TO LOAN AGREEMENT

EXCEPTIONS TO OTHER OBLIGATIONS

NONE

SCHEDULE 3.10 TO LOAN AGREEMENT

EXCEPTIONS TO ENVIRONMENTAL MATTERS

NONE

SCHEDULE 4.18 TO LOAN AGREEMENT

COMPLIANCE CERTIFICATE

Pursuant to Section 4.18 of the Loan Agreement, dated as of December 2, 2016, (the terms defined therein being used herein as therein defined and terms used herein and not otherwise defined therein being used herein as defined in the Loan Agreement) between FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and LAKE & HENNEPIN BBQ & BLUES, INC., a Minnesota corporation (collectively, the “ Borrower ”), and VENTURE BANK, a Minnesota banking corporation (“ Lender ”), the Borrower hereby certifies to Lender as follows:

1. The financial statements of the Borrower attached hereto for the period ending              , 20      , are maintained on a consolidated and consolidating reporting basis and are complete and correct in all material respects and fairly present the financial condition of the Borrower as of the date of said financial statements and results of its business operations for the period covered thereby, it’s and are prepared in reasonable detail and in accordance with GAAP (or tax accounting reconciled to GAAP).

2. As of              , 20      (the “ Reporting Date ”), the Borrower is in compliance with Section 4.17.1 of the Loan Agreement. The calculations made to determine compliance with such provision were as follows:

To

2. As of              , 20      (the “ Reporting Date ”), the Borrower is in compliance with Section 4.17.2 of the Loan Agreement. The calculations made to determine compliance with such provision were as follows:

GROWTH CAPITAL EXPENDITURES

SCHEDULE 5.2

PERMITTED LIENS

Permitted Liens means the following:

1. Mortgages, deeds of trust, pledges, liens, security interests and assignments with respect to all or any portion of the Collateral to secure any indebtedness in existence as of the date of this Agreement and listed as follows:

The aforesaid excludes any such lien as to Collateral described in the lien that has been released or limited but includes any subsequent extension or renewal of such lien to the extent (i) the related extension or renewal of the indebtedness secured thereby is otherwise permitted under this Agreement, (ii) the principal amount secured thereby is not increased above the amount outstanding immediately prior to such extension or renewal, and (iii) the property securing the lien is not increased.

2. Liens for taxes or assessments or other governmental charges to the extent specifically not required to be paid under this Agreement.

3. Liens and security interests granted to Lender.

4. Bankers’ liens, rights of set-off or similar rights as to accounts maintained with a financial institution.

SCHEDULE 5.3 TO LOAN AGREEMENT

PERMITTED INDEBTEDNESS

Permitted Indebtedness means the following:

NONE

Exhibit 10.5

PROMISSORY NOTE

(Note 2)

FOR VALUE RECEIVED, the undersigned, FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and LAKE & HENNEPIN BBQ & BLUES, INC., a Minnesota corporation (collectively the “ Borrower ”), agrees and promises to pay to the order of VENTURE BANK, a Minnesota banking corporation, its endorsees, successors and assigns (“ Lender ”), at its principal office at 2640 Eagan Woods Drive, Eagan, Minnesota or such other place as the Lender may from time to time designate, the principal sum of six million three hundred thousand and no/100 dollars ($6,300,000.00) or so much as may from time to time be disbursed, together with interest, upon the following terms and conditions:

Section 1. Definitions . For the purposes of this Note the following terms have the following meanings:

1

Section 2. Disbursements . Disbursements under this Note are to be made pursuant to the terms and conditions of the Loan Agreement.

Section 3. Payment . This Note is payable as follows:

2

Section 4. Interest Rate . The Principal Balance of this Note outstanding at the close of each day will bear interest at the following per annum rates of interest:

Section 5. Basis of Computation . Interest will be calculated by multiplying the actual number of days elapsed in the period for which interest is being calculated by a daily rate based on a 360 day year.

Section 6. Late Charge . If any payment under this Note is ten (10) days or more late, Borrower acknowledges and agrees to pay Lender a late charge (“ Late Charges ”) of five percent (5%) of unpaid portion of the regularly scheduled payment or $50.00, whichever is greater, to defray the costs of Lender incident to collecting such late payment. This Late Charge will apply individually to all payments past due and there will be no daily pro rata adjustment. This provision will not be deemed to excuse a late payment or be deemed a waiver of any other rights the Lender may have including the right to declare the entire Principal Balance and interest immediately due and payable.

3

Section 7. Application of Payments . Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to Principal Balance; then to any prepayment premium; then to any unpaid Costs of Collection; and then to any Late Charges. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. If any payment of the Principal Balance, interest, Late Charges or other sum to be made under this Note becomes due and payable on a day other than a Business Day, the due date of such payment will be extended to the next succeeding Business Day and interest will be payable at the applicable interest rate during such extension. Upon a Default, any monies received will, at the option and direction of the Lender, be applied to any sums due under this Note or any instrument securing this Note in such order and priority as the Lender determines.

Section 8. Prepayment . Borrower may voluntarily prepay the entire Principal Balance of this Note any time without incurring any additional prepayment premium.

Section 9. Security . This Note is the Note referred to in and secured by (a) the Mortgage, (b) an Assignment of Rents and Leases given by the Borrower to Lender (“ Assignment ”), (c) the Security Agreement, (d) the Pledge Agreement, and (e) other security agreements, guaranties or instruments described in the Loan Agreement (“ Other Security Instruments ”).

Section 10. Default . Each of the following will constitute a “Default” under this Agreement: any “Event of Default” as defined in the Loan Agreement. Upon the occurrence of Default, Lender will have all remedies available under the Loan Agreement, the other Loan Documents, at law or in equity.

Section 11. Time of Essence . Time is of the essence. No delay or omission on the part of the Lender in exercising any right under this Note will operate as a waiver of such right or of any other remedy under this Note. A waiver on any one occasion will not be construed as a bar to or waiver of any such right or remedy on a future occasion.

Section 12. Costs of Collection . In the event of any Default, the Borrower agrees to pay the costs of collection including reasonable attorney’s fees and costs, all other costs and fees incurred in litigation, mediation, bankruptcy and administrative proceedings and all appeals and all other costs and expenses incurred in the collection of the amounts due under this Note (“ Costs of Collection ”).

Section 13. Waiver of Presentment, Etc . Presentment for payment, protest and notice of non-payment are waived. Consent is given to any extension or alteration of the time or terms of payment, any renewal, any release of any part or all of the security, any acceptance of additional security of any kind, and any release of, or resort to any party liable for payment under this Note. To the extent permitted by law, all rights and benefits of any statute of limitations, and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, exemption and homestead laws are waived.

4

Section 14. Savings Clause . It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than permitted under state law) and that this section controls every other covenant and agreement in this Note and any other Loan Documents. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the indebtedness evidenced by this Note (“ Indebtedness ”), or if Lender’s exercise of the option to accelerate the maturity of this Note, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts previously collected by Lender will be credited on the Principal Balance of this Note and all other Indebtedness (or, if this Note and all other Indebtedness have been or would have been paid in full, refunded to Borrower), and the provisions of this Note and the other Loan Documents will immediately be deemed reformed and the amounts collectible after the reformation will be reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under the documents. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the Indebtedness will, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Indebtedness until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the maximum lawful rate from time to time in effect and applicable to the Indebtedness for so long as the Indebtedness is outstanding. Notwithstanding anything to the contrary contained in this Note or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

Section 15. Acceleration on Sale or Encumbrance . In the event of a Transfer without the written consent of the Lender being first obtained, whether voluntarily, involuntarily or by operation of law, then at the sole option of the Lender, the Lender may upon notice to the Borrower declare the entire Principal Balance together with accrued interest, due and payable in full. A consent by the Lender as to any one Transfer will not be deemed to be a waiver of the right to require consent to a future Transfer. Whether or not consented to by Lender, Borrower must give Lender written notice of any Transfer within fifteen (15) days after a Transfer.

Section 16. Consent to Jurisdiction . The Borrower submits and consents to personal jurisdiction of the Courts of the State of Minnesota and Courts of the United States of America sitting in such State for the enforcement of this instrument and waives any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State of Minnesota. Litigation may be commenced in any state court of general jurisdiction for the State of Minnesota or the United States District Court located in that state, at the election of the Lender. Nothing contained in this Note will prevent Lender from bringing any action against any other party or exercising any rights against any security given to Lender, or against the Borrower personally, or against any property of the Borrower, within any other state. Commencement of any such action or proceeding in any other state will not constitute a waiver of consent to jurisdiction or of the submission made by the Borrower to personal jurisdiction within the State of Minnesota.

5

Section 17. Notices . Any notices and other communications permitted or required by the provisions of this Note (except for telephonic notices expressly permitted) must be in writing and will be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as provided below. Each such notice will be effective upon being deposited or delivered as aforesaid. The time period within which a response to any such notice must be given, however, will commence to run from the date of receipt of the notice by the addressee. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given will be deemed to be receipt of the notice sent. By giving to the other party at least ten (10) days’ notice, either party will have the right from time to time to change its address and will have the right to specify as its address any other address within the United States of America.

Each notice to Lender will be addressed as follows:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:         (651) 289-2222

Fax No.:            (651) 289-0200

Each notice to Borrower will be addressed as follows:

Famous Dave’s of America, Inc.

D&D of Minnesota, Inc.

Famous Dave’s Ribs of Maryland, Inc.

Famous Dave’s Ribs, Inc.

Famous Dave’s Ribs-U, Inc.

Lake & Hennepin BBQ & Blues, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

Phone No:         (952) 294-1300

Fax No.:            (          )                     

Section 18. Governing Law . Notwithstanding the place of execution of this instrument, the parties to this instrument have contracted for Minnesota law to govern this instrument and it is agreed that this instrument is made pursuant to and will be construed and governed by the laws of the State of Minnesota without regard to principles of conflicts of laws. The extension of credit under this Note is made under Section 47.59 of Minnesota Statutes.

Section 19. Adjustable Rate . This Note provides for adjustments in its interest rate.

6

Section 20. Waiver of Jury Trial . THE BORROWER WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTIES TO THIS INSTRUMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS INSTRUMENT OR THE RELATIONSHIP ESTABLISHED UNDER THIS INSTRUMENT, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS INSTRUMENT.

Section 21. Right of Set-Off . To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

(signature page follows)

7

IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be duly executed by its authorized representative, all on the date and year first written above.

signature page to Promissory Note 2

-re: Famous Dave’s Loan

S-1

signature page to Promissory Note 2

-re: Famous Dave’s Loan

S-2

Exhibit 10.6

PROMISSORY NOTE

(Note 3)

FOR VALUE RECEIVED, the undersigned, FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and LAKE & HENNEPIN BBQ & BLUES, INC., a Minnesota corporation (collectively the “ Borrower ”), agrees and promises to pay to the order of VENTURE BANK, a Minnesota banking corporation, its endorsees, successors and assigns (“ Lender ”), at its principal office at 2640 Eagan Woods Drive, Eagan, Minnesota or such other place as the Lender may from time to time designate, the principal sum of one million and no/100 dollars ($1,000,000.00) or so much as may from time to time be disbursed, together with interest, upon the following terms and conditions:

Section 1. Definitions . For the purposes of this Note the following terms have the following meanings:

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Section 2. Advances under a Revolving Line of Credit . Advances under this Note are to be made pursuant to the terms and conditions of the Loan Agreement. Borrower understands that this Note evidences an open end revolving line of credit under which proceeds of the loan may be disbursed, repaid and re-disbursed, in whole or in part, until the Maturity Date. Advances under this Note may be requested orally by Borrower or by an authorized representative of Borrower with not less than three (3) bank business day notice to Lender prior to each proposed date of an advance. Lender may, but need not, require that all oral requests be confirmed in writing. Advances shall be deposited into Borrower’s deposit account maintained with the Lender. Borrower agrees to be liable for all sums either disbursed in accordance with the instructions of an authorized person or credited to any of Borrower’s accounts with Lender. Borrower agrees that the principal balance owing and interest accrued on the Note at any time shall be evidenced by endorsements or by Lender’s internal records or by Lender’s entries into its electronic data processing system and that such evidence shall be rebuttable presumptive evidence of the principal balance owing and interest accrued.

Section 3. Payment . This Note is payable as follows:

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Section 4. Interest Rate . The Principal Balance of this Note outstanding at the close of each day will bear interest at the following per annum rates of interest:

Section 5. Basis of Computation . Interest will be calculated by multiplying the actual number of days elapsed in the period for which interest is being calculated by a daily rate based on a 360 day year.

Section 6. Late Charge . If any payment under this Note is ten (10) days or more late, Borrower acknowledges and agrees to pay Lender a late charge (“ Late Charges ”) of five percent (5%) of unpaid portion of the regularly scheduled payment or $50.00, whichever is greater, to defray the costs of Lender incident to collecting such late payment. This Late Charge will apply individually to all payments past due and there will be no daily pro rata adjustment. This provision will not be deemed to excuse a late payment or be deemed a waiver of any other rights the Lender may have including the right to declare the entire Principal Balance and interest immediately due and payable.

Section 7. Application of Payments . Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to Principal Balance; then to any prepayment premium; then to any unpaid Costs of Collection; and then to any Late Charges. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. If any payment of the Principal Balance, interest, Late

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Charges or other sum to be made under this Note becomes due and payable on a day other than a Business Day, the due date of such payment will be extended to the next succeeding Business Day and interest will be payable at the applicable interest rate during such extension. Upon a Default, any monies received will, at the option and direction of the Lender, be applied to any sums due under this Note or any instrument securing this Note in such order and priority as the Lender determines.

Section 8. Prepayment . Borrower may voluntarily prepay the entire Principal Balance of this Note any time without incurring any additional prepayment premium.

Section 9. Security . This Note is the Note referred to in and secured by (a) the Security Agreement, (b) the Pledge Agreement, and (c) other security agreements, guaranties or instruments described in the Loan Agreement (“ Other Security Instruments ”).

Section 10. Default . Each of the following will constitute a “Default” under this Agreement: any “Event of Default” as defined in the Loan Agreement. Upon the occurrence of Default, Lender will have all remedies available under the Loan Agreement, the other Loan Documents, at law or in equity.

Section 11. Time of Essence . Time is of the essence. No delay or omission on the part of the Lender in exercising any right under this Note will operate as a waiver of such right or of any other remedy under this Note. A waiver on any one occasion will not be construed as a bar to or waiver of any such right or remedy on a future occasion.

Section 12. Costs of Collection . In the event of any Default, the Borrower agrees to pay the costs of collection including reasonable attorney’s fees and costs, all other costs and fees incurred in litigation, mediation, bankruptcy and administrative proceedings and all appeals and all other costs and expenses incurred in the collection of the amounts due under this Note (“ Costs of Collection ”).

Section 13. Waiver of Presentment, Etc . Presentment for payment, protest and notice of non-payment are waived. Consent is given to any extension or alteration of the time or terms of payment, any renewal, any release of any part or all of the security, any acceptance of additional security of any kind, and any release of, or resort to any party liable for payment under this Note. To the extent permitted by law, all rights and benefits of any statute of limitations, and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, exemption and homestead laws are waived.

Section 14. Savings Clause . It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than permitted under state law) and that this section controls every other covenant and agreement in this Note and any other Loan Documents. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the indebtedness evidenced by this Note (“ Indebtedness ”), or if Lender’s exercise of the option to accelerate the maturity of this Note, or if any prepayment by Borrower results in

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Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts previously collected by Lender will be credited on the Principal Balance of this Note and all other Indebtedness (or, if this Note and all other Indebtedness have been or would have been paid in full, refunded to Borrower), and the provisions of this Note and the other Loan Documents will immediately be deemed reformed and the amounts collectible after the reformation will be reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under the documents. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the Indebtedness will, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Indebtedness until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the maximum lawful rate from time to time in effect and applicable to the Indebtedness for so long as the Indebtedness is outstanding. Notwithstanding anything to the contrary contained in this Note or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

Section 15. Acceleration on Sale or Encumbrance . In the event of a Transfer without the written consent of the Lender being first obtained, whether voluntarily, involuntarily or by operation of law, then at the sole option of the Lender, the Lender may upon notice to the Borrower declare the entire Principal Balance together with accrued interest, due and payable in full. A consent by the Lender as to any one Transfer will not be deemed to be a waiver of the right to require consent to a future Transfer. Whether or not consented to by Lender, Borrower must give Lender written notice of any Transfer within fifteen (15) days after a Transfer.

Section 16. Consent to Jurisdiction . The Borrower submits and consents to personal jurisdiction of the Courts of the State of Minnesota and Courts of the United States of America sitting in such State for the enforcement of this instrument and waives any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State of Minnesota. Litigation may be commenced in any state court of general jurisdiction for the State of Minnesota or the United States District Court located in that state, at the election of the Lender. Nothing contained in this Note will prevent Lender from bringing any action against any other party or exercising any rights against any security given to Lender, or against the Borrower personally, or against any property of the Borrower, within any other state. Commencement of any such action or proceeding in any other state will not constitute a waiver of consent to jurisdiction or of the submission made by the Borrower to personal jurisdiction within the State of Minnesota.

Section 17. Notices . Any notices and other communications permitted or required by the provisions of this Note (except for telephonic notices expressly permitted) must be in writing and will be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as provided below. Each such notice will be effective upon being deposited or delivered as aforesaid. The time period within which a response to any such notice must be given, however, will commence to run from the date of receipt of the notice

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by the addressee. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given will be deemed to be receipt of the notice sent. By giving to the other party at least ten (10) days’ notice, either party will have the right from time to time to change its address and will have the right to specify as its address any other address within the United States of America.

Each notice to Lender will be addressed as follows:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:         (651) 289-2222

Fax No.:            (651) 289-0200

Each notice to Borrower will be addressed as follows:

Famous Dave’s of America, Inc.

D&D of Minnesota, Inc.

Famous Dave’s Ribs of Maryland, Inc.

Famous Dave’s Ribs, Inc.

Famous Dave’s Ribs-U, Inc.

Lake & Hennepin BBQ & Blues, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

Phone No:         (952) 294-1300

Fax No.:            (          )                     

Section 18. Governing Law . Notwithstanding the place of execution of this instrument, the parties to this instrument have contracted for Minnesota law to govern this instrument and it is agreed that this instrument is made pursuant to and will be construed and governed by the laws of the State of Minnesota without regard to principles of conflicts of laws. The extension of credit under this Note is made under Section 47.59 of Minnesota Statutes.

Section 19. Adjustable Rate . This Note provides for adjustments in its interest rate.

Section 20. Waiver of Jury Trial . THE BORROWER WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTIES TO THIS INSTRUMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS INSTRUMENT OR THE RELATIONSHIP ESTABLISHED UNDER THIS INSTRUMENT, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS INSTRUMENT.

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Section 21. Right of Set-Off . To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

(signature page follows)

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IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be duly executed by its authorized representative, all on the date and year first written above.

BORROWER:

signature page to Promissory Note 3

-re: Famous Dave’s Loan

S-1

signature page to Promissory Note 3

-re: Famous Dave’s Loan

S-2

Exhibit 10.7

MORTGAGE AND SECURITY AGREEMENT

AND FIXTURE FINANCING STATEMENT

THIS INDENTURE (hereinafter referred to as “ Mortgage ”) is made and given as of the 2nd day of December, 2016 by MINWOOD PARTNERS, INC., a Delaware corporation and FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation (collectively, the “ Mortgagor ”) to VENTURE BANK, a Minnesota banking corporation (“ Mortgagee ”).

RECITALS:

A. The Mortgagee has agreed to make a mortgage loan (“ Loan ”) to the Mortgagor in the principal amount of up to Six Million Three Hundred Thousand and no/100 dollars ($6,300,000.00) for the purpose of refinancing certain debt obligations of the Mortgagor, and paying certain other costs approved by Mortgagee, all in accordance with a loan agreement between Mortgagor and Mortgagee that is dated the same date as first written above (“ Loan Agreement ”).

B. The Loan is evidenced by a promissory note executed and delivered by the Mortgagor to the Mortgagee that is dated the same date as first written above in the amount of the Loan (“ Note ”).

C. The Note bears interest at a variable per annum rate of interest all as more fully set forth in the Note (“ Interest Rate ”).

D. The Note is payable in monthly installments of principal and interest with the entire principal balance plus accrued interest and all other charges and sums due and payable in full on December 2, 2023 (“ Maturity Date ”).

E. As security for the repayment of the Loan, Mortgagor is executing and delivering this Mortgage.

F. Mortgagee has also agreed to make a first mortgage loan to the Mortgagor in the principal amount of three million seven hundred thousand and no/100 dollars ($3,700,000.00) for the same purposes as set forth in Recital A hereto, all in accordance with the Loan Agreement.

Such first mortgage loan is evidenced by another promissory note dated of even date herewith and secured by another mortgage dated of even date herewith. The first mortgage has priority over this Mortgage and this Mortgage is subordinate to the first mortgage.

G. The term “ Loan Documents ” shall mean the Note, Loan Agreement, this Mortgage, and any other document or instrument given in connection with and/or securing the Loan.

H. All payments owed under the Loan and Loan Documents, together with all other obligations, debts and liabilities of Mortgagor to Mortgagee under the Loan and Loan Documents, and all default and collection costs, including reasonable attorneys’ fees, incurred by the Lender in enforcing payment and performance of the Loan and the Loan Documents and the collection of amounts due thereunder, are collectively referred to as the “ Indebtedness .”

NOW, THEREFORE, to secure the payment of the Indebtedness and the performance of Mortgagor’s obligations under the Loan, and in consideration of the making of the Loan by Mortgagee to Mortgagor and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagor does hereby mortgage, assign, convey, pledge and grant to Mortgagee, its successors and assigns, forever, a first priority security interest in all of the following described property and all proceeds thereof (collectively referred to as the “ Mortgaged Property ”):

(a) Land . All the tracts or parcels of land, all as more fully described in Exhibit A attached hereto and made a part hereof (“ Land ”).

(b) Buildings and Improvements . All buildings, improvements, structures and fixtures now or hereafter existing on the Land; including, but not limited to, the following: all machinery, appliances and equipment used to supply heat, gas, electricity, air conditioning, water, light, waste disposal, power, refrigeration, ventilation, and fire and sprinkler protection; all building materials, supplies and goods intended to be incorporated into the foregoing; all draperies, carpeting, floor coverings, screens, storm windows and window coverings, blinds, awnings, shrubbery and plants; and all elevators, escalators and shafts, motors, machinery, fittings and supplies necessary for their use (it being understood that the enumeration of any specific articles of property shall in no way be held to exclude any items of property not specifically enumerated) (“ Improvements ”).

(c) Easements and Other Appurtenant Rights . All easements, access rights, rights-of-way, covenants, mineral rights, air rights, water rights (whether riparian, appropriative or otherwise and whether or not appurtenant), mining rights, oil and gas rights, servitudes, licenses, tenements and appurtenances now or hereafter belonging, relating or appurtenant to the Land or Improvements. All right, title and interest in and to lands lying in streets, alleys, roads and strips and gores of land now or hereafter adjacent to or used in connection with the Land or the Improvements.

(d) Rents, Income, Leases and Profits . All leases, licenses or other agreements for the use, enjoyment or occupancy of the Land or any part thereof, whether now or hereafter existing or entered into, and all rents, income, contract rights, profits, prepayments and security deposits accruing under such leases, licenses or other agreements or derived from the Land or the Improvements.

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(e) Plans, Permits and Contracts . All plans and specifications, all surveys, site plans, soil reports, working drawings and other reports, examinations and analysis relating to the Land or the Improvements, including without limitation, all architectural drawings and site plans. All building permits, operating permits, licenses, variances, utility permits and other permits relating to the Land or the Improvements. All right, title and interest of Mortgagor in, to and under all purchase and sale, construction, development, management, operation, maintenance and service contracts relating to the Land or the Improvements, including, but not limited to, all warranties, payment and contract rights.

(f) Personal Property . All equipment of Mortgagor, whether now owned or hereafter acquired, and whether now or hereafter attached to the Land or Improvements, located at or on the Land, or used in Mortgagor’s business at the Land, including, but not limited to, all machinery, furniture, appliances, fixtures, personal property, manufacturing equipment, shop equipment, office and recordkeeping equipment, parts, tools and supplies.

(g) Insurance and Eminent Domain Claims and Awards . All claims, demands, judgments, settlements, compensations, awards, payments, proceeds and other rights to the payment of money now or hereafter payable (i) under any policy of insurance maintained with respect to the Mortgaged Property, including, but not limited to, the proceeds of property or casualty insurance, title insurance or business interruption/rents insurance, (ii) as a result of any damage or casualty to the Mortgaged Property, (iii) as a result of the taking by power of eminent domain of the whole or any part of the Mortgaged Property, including any awards for damages sustained to the Mortgaged Property, for a temporary taking, change of grade of streets or taking of access, or (iv) as a result of the ownership or operation of the Mortgaged Property.

(h) Inventory . All inventory of Mortgagor, whether now owned or hereafter acquired, whether consisting of whole goods, spare parts or components, supplies or materials, returns, whether acquired, held or furnished for sale, for lease or under service contracts or for manufacture or processing, and whether now or hereafter attached to the Land or Improvements, located at or on the Land, or used in the Mortgagor’s business at the Land.

(i) Accounts . All accounts of Mortgagor, including each and every right of the Mortgagor to the payment of money, whether such right to payment now exists or hereafter arises with respect to the Mortgaged Property, whether such right to payment arises out of a sale, lease or other disposition of goods or other property, out of a rendering of services, out of a loan, out of the overpayment of taxes or other liabilities, out of any policy of insurance, out of any condemnation or eminent domain proceeding, or otherwise arises under any contract or agreement, whether such right to payment is created, generated or earned by Mortgagor or by some other person who subsequently transfers such person’s interest to Mortgagor, whether such right to payment is or is not already earned by performance, together with all other rights and interests (including all liens) which Mortgagor may at any time have by law or agreement against any account debtor or other obligor obligated to make any such payment or against any property of such account debtor or other obligor.

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(j) Investment Property . All investment property of Mortgagor, whether now owned or hereafter acquired with respect to the Mortgaged Property, including, but not limited to, all securities (whether certificated or uncertificated, and including investment company securities), security entitlements, securities accounts, commodity contracts, commodity accounts, stocks, bonds, mutual fund shares, money market shares and U.S. Government securities.

(k) General Intangibles . All general intangibles of Mortgagor, whether now owned or hereafter acquired with respect to the Mortgaged Property, including all present and future intellectual property rights, customer or supplier lists and contracts, manuals, operating instructions, permits, franchises, the right to use Mortgagor’s name, and the goodwill of Mortgagor’s business.

(l) Chattel Paper . All of Mortgagor’s chattel paper (including electronic chattel paper), deposit accounts, documents, goods, instruments, letter of credit rights, letters of credit, all sums on deposit in any collateral account, and any items in any lockbox, all warehouse receipts, bills of lading and other documents of title now or hereafter covering Mortgagor’s goods, and any money or other assets of Mortgagor that now or hereafter come into the possession, custody, or control of the Secured Party with respect to the Mortgaged Property.

Together with: (i) all substitutions and replacements for and products of any and all of the foregoing; (ii) all accessions, accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any of the foregoing; and (iii) proceeds of any and all of the foregoing.

TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto Mortgagee, its successors and assigns, forever.

PROVIDED NEVERTHELESS, that Mortgagee shall release the Mortgage if Mortgagor, its successors or assigns, shall:

(1) Pay to the Mortgagee, its successors or assigns, the entire outstanding principal amount of the Loan, together with accrued interest and all other charges and sums due under the Loan, all in accordance with the terms of the Loan Documents, together with any extensions or renewals thereof; and

(2) Pay to Mortgagee, its successors or assigns, at the times demanded and with interest thereon at the Interest Rate, all sums advanced (a) in protecting the lien of this Mortgage, (b) in payment of taxes on the Mortgaged Property, (c) in payment of insurance premiums covering improvements thereon, (d) in payment of principal and interest on prior liens, (e) in payment of expenses and reasonable attorney’s fees herein provided for, and (f) all sums advanced for any other purpose authorized herein, including, but not limited to, the cost and expense to release the Mortgage; and

(3) Keep and perform all of the covenants and agreements herein contained; and

(4) Keep and perform all of the terms and conditions of any instrument given as security or collateral for the Loan; and

(5) Keep and perform all of the terms and conditions of the Loan Agreement.

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AND IT IS FURTHER COVENANTED AND AGREED AS FOLLOWS:

Section 1. General Covenants, Agreements, Warranties .

1.1 Payment of Indebtedness; Observance of Covenants . Mortgagor shall duly and punctually pay each and every installment of principal and interest on the Note and all other Indebtedness, as and when the same shall become due, and shall duly and punctually perform and observe all of the covenants, agreements and provisions contained herein, in the Note and in any other instrument given as security for the payment of the Note.

1.2 Maintenance and Repairs . Mortgagor shall not abandon the Mortgaged Property, shall keep and maintain the Mortgaged Property in good condition, repair and operating condition, normal wear and tear excluded, free from any waste or misuse, and shall promptly repair or restore any buildings, improvements or structures now or hereafter on the Mortgaged Property which may become damaged or destroyed to their condition prior to any such damage or destruction. Except as set forth in the Loan Agreement, Mortgagor further agrees that it will not expand any improvements on the Mortgaged Property, erect any new improvements or make any material alterations in any improvements which shall adversely affect the market value or change the existing architectural character of the Mortgaged Property, nor remove or demolish any improvements without suitable replacement thereof, and shall complete within a reasonable time any buildings now or at any time in the process of remodeling on the Mortgaged Property; provided nothing herein shall preclude Mortgagor from constructing improvements necessary or desirable to the use of the Mortgaged Property for Mortgagor’s business purposes which are non-structural in nature and which do not constitute material alterations to the Mortgaged Property or affect the nature of use, structure or utility of the Mortgaged Property or decrease the market value of the Mortgaged Property.

1.3 Compliance with Laws . The Mortgaged Property complies, and Mortgagor shall comply, with all requirements of laws, including requirements of any Federal, State, County, City or other governmental authority having jurisdiction over Mortgagor or the Mortgaged Property, affecting the Mortgaged Property and with all private restrictions and covenants affecting the Mortgaged Property. Mortgagor has obtained all necessary consents, permits and licenses to occupy and operate the Mortgaged Property for its intended purposes.

1.4 Payment of Operating Costs; Prior Mortgages and Liens . Mortgagor shall pay all operating costs and expenses of the Mortgaged Property, shall keep the Mortgaged Property free from levy, attachment, mechanics’, materialmen’s and other liens except for any Permitted Liens as defined in the Loan Agreement (“ Liens ”), and shall pay when due all indebtedness which may be secured by mortgage, lien or charge on the Mortgaged Property.

1.5 Payment of Impositions . Mortgagor shall pay when due and in any event before any penalty attaches all taxes, assessments, governmental charges, water charges, sewer charges, and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or charged against or constituting a lien on the Mortgaged Property or any interest therein (“ Imposition ”) and will upon demand furnish to Mortgagee proof of the payment of any such

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Imposition. Mortgagor shall pay the Imposition whether or not the Imposition is imposed upon Mortgagee or on the interest of Mortgagee in the Mortgaged Property; provided that if for any reason payment by Mortgagor of any such Imposition would be unlawful, or if the payment thereof would constitute usury or render the Indebtedness wholly or partially usurious, Mortgagee, at its option, may declare the whole sum secured by this Mortgage with interest thereon to be immediately due and payable, without prepayment premium, or Mortgagee, at its option, may pay that amount or portion of such Imposition as renders the Indebtedness unlawful or usurious, in which event Mortgagor shall concurrently therewith pay the remaining lawful and non-usurious portion or balance of said Imposition.

1.6 Contest of Impositions, Liens and Levies . Mortgagor shall not be required to pay, discharge or remove any Imposition or any Lien so long as Mortgagor shall in good faith contest the same or the validity thereof by appropriate legal proceedings which shall operate to prevent the collection of the Lien or Imposition so contested and the sale of the Mortgaged Property, or any part thereof, to satisfy the same, provided that Mortgagor shall, prior to the date such Lien or Imposition is due and payable, have given such reasonable security as may be demanded by Mortgagee to insure such payments plus interest or penalties thereon, and prevent any sale or forfeiture of the Mortgaged Property by reason of such nonpayment. Any such contest shall be prosecuted with due diligence and Mortgagor shall promptly after final determination thereof pay the amount of any such Lien or Imposition so determined, together with all interest and penalties which may be payable in connection therewith. Notwithstanding these provisions Mortgagor shall (and if Mortgagor shall fail so to do, Mortgagee, may but shall not be required to) pay any such Lien or Imposition notwithstanding such contest if in the reasonable opinion of Mortgagee, the Mortgaged Property shall be in jeopardy or in danger of being forfeited or foreclosed.

1.7 Protection of Security . Mortgagor shall promptly notify Mortgagee of and appear in and defend any suit, action or proceeding that affects the Mortgaged Property or the rights or interest of Mortgagee hereunder and Mortgagee may elect to appear in or defend any such action or proceeding. Mortgagor agrees to indemnify and reimburse Mortgagee from any and all loss, damage, expense or cost arising out of or incurred in connection with any such suit, action or proceeding, including costs of evidence of title and reasonable attorney’s fees and such amounts together with interest thereon at the Interest Rate shall become additional “Indebtedness” and shall become immediately due and payable.

1.8 Additional Assurances . Mortgagor agrees, upon reasonable request by Mortgagee, to execute and deliver such further instruments, deeds and assurances, and will do such further acts as may be necessary or proper to carry out more effectively the purposes of this Mortgage, and without limiting the foregoing, to make subject to the lien hereof any property agreed to be subjected hereto or covered by the granting clause hereof, or intended so to be. Mortgagor authorizes Mortgagee to file all of Mortgagor’s financing statements and amendments to financing statements, and all terminations of the filings of other secured parties, all with respect to the Mortgaged Property, in such form and substance as Mortgagee, in its sole discretion, may determine. Mortgagor agrees to pay any recording fees, filing fees, note taxes, mortgage registry taxes or other charges arising out of or incident to the filing or recording of this Mortgage, such further assurances and instruments and the issuance and delivery of the Note.

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1.9 Title . Mortgagor is the lawful owner of and has good and marketable fee simple absolute title to the Mortgaged Property and will warrant and defend title to the same free of all liens and encumbrances, except for any Permitted Liens as defined in the Loan Agreement, and further except any encumbrances permitted under the policy of Mortgagee’s title insurance issued to Mortgagee in connection with this Mortgage. Mortgagor has good right and lawful authority to grant, bargain, sell, convey, mortgage and grant a security interest in the Mortgaged Property as provided herein.

1.10 Legal Existence and Authorization . Mortgagor is a corporation duly organized and in good standing under the laws of the State of Delaware and has the power to enter into and has authorized execution and delivery of this Mortgage. Mortgagor shall, at all times, preserve and maintain its existence and all of its rights, privileges and franchises and shall comply with all applicable laws and regulations regarding their existence.

Section 2. Insurance and Escrows .

2.1 Insurance . Mortgagor shall obtain, pay for and keep in full force and effect during the term of this Mortgage, at its sole cost and expense, the following policies of insurance:

2.1.1 All risk/open perils special form property insurance with extended coverages including any building contents, sprinkler coverage, Contingent Operations of Building Laws/Ordinance or Law Endorsement (including demolition cost, loss to undamaged portions of any buildings and increased cost of construction) with limits of 100% replacement cost and with no co-insurance provision or if the insurance carrier requires, co-insurance provisions with an agreed amount endorsement in amount acceptable to Mortgagee.

2.1.2 Insurance against loss or damage from (i) leakage of sprinkler systems, and (ii) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed in any improvements on the Mortgaged Property and including broad form boiler and machinery insurance (without exclusion for explosion) covering all boilers or other pressure vessels, machinery and equipment (including electrical equipment, sprinkler systems, heating and air conditioning equipment, refrigeration equipment and piping) located in, on or about the Mortgaged Property and any improvements thereon in an amount at least equal to the full replacement cost of such equipment and the building or buildings housing the same.

2.1.3 Flood insurance if any part of the Mortgaged Property now (or subsequently determined to be) is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and amendment or successor act thereto) in an amount at least equal to the lesser of the full replacement cost of all buildings and equipment on the Mortgaged Property, the outstanding principal amount of the Note or the maximum limits of coverage available with respect to the buildings and equipment under said Act.

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2.1.4 Rents Loss or Business Interruption insurance covering risk of loss due to the occurrence of any hazards insured against under the required fire and extended coverage insurance in an amount equal to one year’s loss of income as such income may change from time to time due to changes in income from the Mortgaged Property.

2.1.5 Commercial general liability insurance (including product liability, completed operations, contractual liability, host liquor liability, broad form property damage, and personal injuries, including death resulting therefrom) and with a per occurrence combined single limit of liability of at least $1,000,000.00 and a general aggregate of at least $2,000,000.00.

2.1.6 If the Mortgagor is an individual, life insurance on the life of Mortgagor in an amount determined by Mortgagee.

2.1.7 Such other coverages appropriate to the Mortgaged Property, its location and use as Mortgagee may from time to time require such as mine subsidence, sinkhole, personal property supplemental liability or coverages of other property specific risks.

Such insurance policies shall be written on forms and with insurance companies satisfactory to Mortgagee, shall be in amounts sufficient to prevent Mortgagor from becoming a co-insurer of any loss thereunder, and shall bear a satisfactory mortgagee clause in favor of Mortgagee with loss proceeds under any such policies to be made payable to Mortgagee. Blanket policies must include limits by property location. All required policies of insurance or acceptable certificates thereof together with evidence of the payment of current premiums therefor shall be delivered to and be held by Mortgagee. Mortgagor shall, within thirty (30) days prior to the expiration of any such policy, deliver other original policies or certificates of the insurer evidencing the renewal of such insurance together with evidence of the payment of current premiums therefor. In the event of a foreclosure of this Mortgage or any acquisition of the Mortgaged Property by Mortgagee, all such policies and any proceeds payable therefrom, whether payable before or after a foreclosure sale, or during the period of redemption, if any, shall become the absolute property of Mortgagee to be utilized at its discretion. In the event of foreclosure or the failure to obtain and keep any required insurance, Mortgagor empowers Mortgagee to effect the above insurance upon the Mortgaged Property at Mortgagor’s expense and for the benefit of Mortgagee in the amounts and types aforesaid for a period of time covering the time of redemption from foreclosure sale, and if necessary therefor, to cancel any or all existing insurance policies. Mortgagor agrees to pay Mortgagee such fees as may be permitted under applicable law for the out-of-pocket costs incurred by Mortgagee in determining, from time to time, whether the Mortgaged Property are located within an area having special flood hazards. Such fees shall include the fees charged by any organization providing for such services.

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2.2 Escrows . Mortgagor shall deposit with Mortgagee, or at Mortgagee’s request, with its servicing agent, on the first day of each and every month hereafter as a deposit to pay the costs of taxes and assessments next due (“ Charges ”):

2.2.1 Initially a sum equal to the estimated Charges for the next due payment, taking into consideration the amounts to be deposited in subsection 2.2.2 prior to such next due payment, all as determined by Lender; and

2.2.2 Thereafter an amount equal to one-twelfth (1/12th) of the estimated annual Charges due on the Mortgaged Property.

Mortgagee will, upon the presentation to Mortgagee by Mortgagor of the bills therefor, pay the Charges from such deposits or will upon presentation of receipted bills therefor, reimburse Mortgagor for such payments made by Mortgagor. In the event the deposits on hand shall not be sufficient to pay all of the estimated Charges when the same shall become due from time to time, or the prior deposits shall be less than the currently estimated monthly amounts, then Mortgagor shall pay to Mortgagee on demand any amount necessary to make up the deficiency. The excess of any such deposits shall be credited to subsequent payments to be made for such items. If a default or an Event of Default shall occur under the terms of this Mortgage, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as its interest may appear. All deposits are hereby pledged as additional security for the Indebtedness, shall be held for the purposes for which made as herein provided, may be held by Mortgagee or its servicing agent and may be commingled with other funds of Mortgagee, or its servicing agent, shall be held without any allowance of interest thereon and shall not be subject to the decision or control of Mortgagor. Neither Mortgagee nor its servicing agent shall be liable for any act or omission made or taken in good faith. In making any payments, Mortgagee or its servicing agent may rely on any statement, bill or estimate procured from or issued by the payee without inquiry into the validity or accuracy of the same. If the taxes shown in the tax statement shall be levied on property more extensive than the Mortgaged Property, then the amounts in escrow shall be based on the entire tax bill and Mortgagor shall have no right to require an apportionment and Mortgagee or its servicing agent may pay the entire tax bill notwithstanding that such taxes pertain in part to other property and Mortgagee shall be under no duty to seek a tax division or apportionment of the tax bill.

Section 3. Uniform Commercial Code Security Agreement .

3.1 Security Agreement . This Mortgage shall constitute a security agreement as defined in the Uniform Commercial Code, as amended from time to time (“ UCC ”) for that portion of the Mortgaged Property described in the granting clause of this Mortgage that is subject to a security interest under applicable law (“ Collateral ”) and Mortgagor hereby grants to Mortgagee a security interest in the Collateral to secure the payment of the Indebtedness and the performance of Mortgagor’s obligation under the Loan. All terms in this Mortgage that are defined in the UCC shall have the meaning set forth in the UCC, and such meanings shall automatically change at the time that any amendment to the UCC, which changes such meanings, shall become effective. Neither the grant of a security interest pursuant to this Mortgage nor the

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filing of a financing statement pursuant to the UCC shall ever impair the stated intention of this Mortgage that all Collateral comprising the Mortgaged Property shall be regarded as part of the Mortgaged Property irrespective of whether such Collateral is physically attached to the Land or referred to or reflected in a financing statement.

3.2 Use of Collateral . Any Collateral installed in or used at the Mortgaged Property are to be used by Mortgagor solely for Mortgagor’s business purposes and such Collateral will be kept at the buildings on the Mortgaged Property and will not be removed therefrom without the consent of Mortgagee, except that, until the occurrence of an Event of Default, Mortgagor may sell or lease any Collateral constituting inventory in the ordinary course of business at prices constituting the fair market value. Until the occurrence of an Event of Default, in any instance where Mortgagor in its sound discretion determines that any Collateral has become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary for the operation of the Mortgaged Property, Mortgagor may, at its expense, remove and dispose of it and substitute and install other items not necessarily having the same function, provided, that such removal and substitution shall not impair the operating utility and unity of the Mortgaged Property. All substituted items shall become a part of the Mortgaged Property and subject to the lien of the Mortgage.

3.3 Rights Under Uniform Commercial Code . In addition to the rights available to a mortgagee of real property, Mortgagee shall also have all the rights, remedies and recourse available to a secured party under the UCC, including the right to proceed under the provisions of the UCC governing default as to any Collateral or to proceed as to such Collateral in accordance with the procedures and remedies available pursuant to a foreclosure of real estate. Mortgagor further understands that Mortgagee may take possession of the Collateral under the UCC and dispose of the same by sale or otherwise. If notice to any party of the intended disposition of the Collateral is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the real property or may be given by private notice if such parties are known to Mortgagee.

3.4 Financing Statement . Mortgagor authorizes Mortgagee to file all of Mortgagor’s financing statements, and all terminations of the filings of other secured parties, all with respect to the Collateral, in such form and substance as Mortgagee, in its sole discretion, may determine to be necessary to perfect and continue the priority of Mortgagee’s security interest in the Collateral and shall pay all expenses incurred by Mortgagee in connection with the renewal or extensions of any financing statements executed in connection with the Mortgaged Property; and shall give advance written notice of any proposed change in Mortgagor’s name, address, identity or structure; and shall not change its state of organization without Mortgagee’s prior written consent and authorizes Mortgagee to execute prior to or concurrently with such change all additional financing statements that Mortgagee may require to establish and perfect the priority of Mortgagee’s security interest.

3.5 Fixture Filing . THIS MORTGAGE SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO ALL GOODS CONSTITUTING A PART OF THE COLLATERAL WHICH ARE OR ARE TO BECOME

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FIXTURES RELATED TO THE MORTGAGED PROPERTY. FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE THE FOLLOWING INFORMATION IS FURNISHED:

3.5.1 The name and address of the record owner of the real estate described in this instrument is:

As to Parcels 1 and 3

Minwood Partners, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

As to Parcels 2 and 4

Famous Dave’s of America, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

3.5.2 The name and address of Mortgagor is:

Minwood Partners, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Famous Dave’s of America, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

3.5.3 Type of Organization of Mortgagor is: a corporation

3.5.4 Jurisdiction of Organization of Mortgagor is: Minwood Partners, Inc. is organized in Delaware and its organizational number is 102297. Famous Dave’s of America, Inc. is organized in Minnesota and its organizational number is 8E-105

3.5.5 The name and address of the Secured Party is:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:    (651) 289-2222

Fax No.:       (651) 289-0200

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3.5.6 Information concerning the security interest evidenced by this instrument may be obtained from the Secured Party at its address above.

3.5.7 This document covers goods which are or are to become fixtures.

Section 4. Application of Insurance and Awards .

4.1 Damage or Destruction of the Mortgaged Property . Mortgagor shall give Mortgagee prompt notice of any damage to or destruction of the Mortgaged Property and in case of loss covered by policies of insurance Mortgagee is hereby authorized at its option to settle and adjust any claim arising out of such policies and collect and receipt for the proceeds payable therefrom, provided, that Mortgagor may itself adjust and collect for any losses arising out of a single occurrence aggregating not in excess of Twenty-Five Thousand Dollars ($25,000.00). Any expense incurred by Mortgagee in the adjustment and collection of insurance proceeds (including the cost of any independent appraisal of the loss or damage on behalf of Mortgagee) shall be reimbursed to Mortgagee first out of any proceeds. The proceeds or any part thereof shall be applied to reduction of the Indebtedness then most remotely to be paid, whether due or not, without the application of any prepayment premium, or to the restoration or repair of the Mortgaged Property, the choice of application to be solely at the discretion of Mortgagee.

4.2 Condemnation . Mortgagor shall give Mortgagee prompt notice of any actual or threatened condemnation or eminent domain proceedings affecting the Mortgaged Property and hereby assigns, transfers, and sets over to Mortgagee the entire proceeds of any award or claim for damages or settlement in lieu thereof for all or any part of the Mortgaged Property taken or damaged under such eminent domain or condemnation proceedings, Mortgagee being hereby authorized to intervene in any such action and to collect and receive from the condemning authorities and give proper receipts and acquittances for such proceeds. Mortgagor will not enter into any agreements with the condemning authority permitting or consenting to the taking of the Mortgaged Property or agreeing to a settlement unless prior written consent of Mortgagee is obtained. Any expenses incurred by Mortgagee in intervening in such action or collecting such proceeds, including reasonable attorney’s fees, shall be reimbursed to Mortgagee first out of the proceeds. The proceeds or any part thereof shall be applied upon or in reduction of the Indebtedness then most remotely to be paid, whether due or not, without the application of any prepayment premium, or to the restoration or repair of the Mortgaged Property, the choice of application to be solely at the discretion of Mortgagee.

4.3 Disbursement of Insurance and Condemnation Proceeds . Any restoration or repair shall be done under the supervision of an architect acceptable to Mortgagee and pursuant to plans and specifications approved by Mortgagee. In any case where Mortgagee may elect to apply the proceeds to repair or restoration or permit Mortgagor to so apply the proceeds they shall be held by Mortgagee for such purposes and will from time to time be disbursed by Mortgagee to defray the costs of such restoration or repair under such safeguards and controls as Mortgagee may establish to assure completion in accordance with the approved plans and specifications and free of liens or claims. Mortgagor shall on demand deposit with Mortgagee any sums necessary to make up any deficits between the actual cost of the work and the proceeds and provide such lien waivers and completion bonds as Mortgagee may reasonably require. Any surplus which may remain after payment of all costs of restoration or repair may at the option of Mortgagee be

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applied on account of the Indebtedness then most remotely to be paid, whether due or not, without application of any prepayment premium or shall be returned to Mortgagor as its interest may appear, the choice of application to be solely at the discretion of Mortgagee.

Section 5. Rights of Mortgagee .

5.1 Right to Cure Default . If Mortgagor shall fail to comply with any of the covenants or obligations of this Mortgage, Mortgagee may, but shall not be obligated to, without further notice to Mortgagor, and without waiving or releasing Mortgagor from any obligation in this Mortgage contained, remedy such failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such failure together with interest at the then rate in effect on the Note. All such sums, together with interest as aforesaid shall become so much additional Indebtedness, but no such advance shall be deemed to relieve Mortgagor from any failure hereunder.

5.2 No Claim Against Mortgagee . Nothing contained in this Mortgage shall constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or for the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor or any party in interest with Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would create any personal liability against Mortgagee in respect thereof or would permit the making of any claim that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien of this Mortgage.

5.3 Inspection . Mortgagor will permit Mortgagee’s authorized representatives to enter the Mortgaged Property at reasonable times for the purpose of inspecting the same; provided Mortgagee shall have no duty to make such inspections and shall not incur any liability or obligation for making or not making any such inspections.

5.4 Waivers; Releases; Resort to Other Security, Etc . Without affecting the liability of any party liable for payment of any Indebtedness or performance of any obligation contained herein, and without affecting the rights of Mortgagee with respect to any security not expressly released in writing, Mortgagee may, at any time, and without notice to or the consent of Mortgagor or any party in interest with the Mortgaged Property or the Note:

5.4.1 release any person liable for payment of all or any part of the Indebtedness or for performance of any obligation herein;

5.4.2 make any agreement extending the time or otherwise altering the terms of payment of all or any part of the Indebtedness or modifying or waiving any obligation, or subordinating, modifying or otherwise dealing with the lien or charge hereof;

5.4.3 accept any additional security;

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5.4.4 release or otherwise deal with any property, real or personal, including any or all of the Mortgaged Property, including making partial releases of the Mortgaged Property; or

5.4.5 resort to any security agreements, pledges, contracts of guarantee, assignments of rents and leases or other securities, and exhaust any one or more of said securities and the security hereunder, either concurrently or independently and in such order as it may determine.

5.5 Waiver of Appraisement, Homestead, Marshaling . Mortgagor waives to the full extent lawfully allowed the benefit of any homestead, appraisement, evaluation, stay and extension laws now or hereinafter in force. Mortgagor waives any rights available with respect to marshaling of assets so as to require the separate sales of any portion of the Mortgaged Property, or as to require Mortgagee to exhaust its remedies against a specific portion of the Mortgaged Property before proceeding against the other and does hereby expressly consent to and authorize the sale of the Mortgaged Property or any part thereof as a single unit or parcel or as separate parcels.

Section 6. Events of Default and Remedies .

6.1 Events of Default . It shall be an event of default (“ Event of Default ”) under this Mortgage upon the happening of any of the events defined in the Loan Agreement.

6.2 Mortgagee’s Right to Accelerate . If an Event of Default shall occur, Mortgagee may declare the entire unpaid principal balance of the Note together with all other Indebtedness to be immediately due and payable and thereupon all such unpaid principal balance of the Note together with all accrued interest thereon at the Interest Rate and all other Indebtedness shall be and become immediately due and payable. Any such payment shall be subject to the requirements, if any, in the Note providing for the payment of a prepayment premium.

6.3 Right to Foreclose . If an Event of Default shall occur, Mortgagee may, either with or without entry or taking possession, proceed by suit or suits at law or in equity or by any other appropriate proceedings or remedy to enforce payment of the Indebtedness or the performance of any other term hereof or any other right and Mortgagor hereby authorizes and fully empowers Mortgagee to foreclose this Mortgage by judicial proceedings or by advertisement with power of sale and grants to Mortgagee full authority to sell the Mortgaged Property at public auction and convey title to the Mortgaged Property to the purchaser, either in one parcel or separate lots and parcels, all in accordance with and in the manner prescribed by law, and out of the proceeds arising from sale and foreclosure to retain the principal and interest due on the Note and the Indebtedness together with all such sums of money as Mortgagee shall have expended or advanced pursuant to this Mortgage or pursuant to statute together with interest thereon at the Interest Rate and all costs and expenses of such foreclosure, including lawful reasonable attorney’s fees, with the balance, if any, to be paid to the persons entitled thereto by law. In any such proceeding Mortgagee may apply all or any portion of the Indebtedness to the amount of the purchase price.

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6.4 Receiver . If an Event of Default shall occur, Mortgagee shall be entitled as a matter of right without notice and without giving bond and without regard to the solvency or insolvency of Mortgagor, or waste of the Mortgaged Property or adequacy of the security of the Mortgaged Property, to apply for the appointment of a receiver (a) under Minnesota Statutes § 576.01 or any successor or supplementary statute who shall have all the rights, powers and remedies as provided by such statute and who shall apply the rents, income and profits as provided by statute and thereafter to all expenses for maintenance of the Mortgaged Property and to the costs and expenses of the receivership, including reasonable attorneys’ fees and to the repayment of the Indebtedness or (b) under Minnesota Statutes § 559.17 or any successor or supplementary statute who shall have all the rights, powers and remedies as provided by such statute and who shall apply the rents, income and profits as provided by statute and thereafter to all expenses for maintenance of the Mortgaged Property and to the costs and expenses of the receivership, including reasonable attorneys’ fees and to the repayment of the Indebtedness or (c) pursuant to the assignment of rents and leases executed by Mortgagor to Mortgagee given contemporaneously with this Mortgage who shall in addition to the rights, powers and remedies as provided by statute have such rights, powers and remedies as provided in such assignment of rents and leases and who shall apply the rents, income and profits as provided therein.

6.5 Waiver of Appraisement, Homestead, Redemption . Mortgagor hereby covenants and agrees that it will not at any time insist or plead, or in any manner whatever claim or take any advantage of, any stay, exemption or extension law or any so called “Moratorium Law” now or at any time subsequently in force, nor claim, take or insist upon any benefit of advantage of or from any law now or subsequently in force providing for the valuation or appraisement of the Mortgaged Property, or any part thereof, prior to any sale or sales thereof to be made pursuant to any provisions herein contained, or pursuant to decree, judgment or order of any court of competent jurisdiction; or after such sale or sales claim or exercise any rights under any statute now or subsequently in force to redeem the property so sold, or any part thereof, or relating to the marshaling thereof, upon foreclosure sale or other enforcement hereof. Mortgagor hereby specifically waives all rights of redemption from sale pursuant to any order or decree of foreclosure of this Mortgage on its own behalf.

6.6 Due on Sale or Mortgaging, Etc . In the event of a Transfer without the written consent of Mortgagee being first obtained, whether voluntarily, involuntarily, or by operation of law, then at the sole option of Mortgagee, Mortgagee may declare the entire unpaid principal balance together with accrued interest, due and payable in full and call for payment of the same in full at once. Any such payment shall be subject to the requirements, if any, in the Note providing for the payment of a prepayment premium in the event of a non-permitted Transfer. A consent by Mortgagee as to any one Transfer shall not be deemed to be a waiver of the right to require consent to a future Transfer. As used herein, the term “ Transfer ” shall mean any sale, grant, pledge, assignment, mortgage, encumbrance, security interest, consensual lien, hypothecation, lease (excluding residential leases and any other bona fide third party leases for actual occupancy by a tenant), transfer or divesture of an interest in (a) the Mortgaged Property, or (b) all or any substantial part of the assets of the Mortgagor except for assets sold in the ordinary course of Mortgagor’s business, or (c) any ownership interest in the Mortgagor, or (d) any entity controlling, managing or in control of the Mortgagor. Any change in the legal or equitable title of the Mortgaged Property or in the beneficial ownership of the Mortgaged Property or Mortgagor whether or not of record and whether or not for consideration shall be deemed a Transfer.

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6.7 Rights Cumulative . Each right, power or remedy herein conferred upon Mortgagee is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to Mortgagee, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by Mortgagee and shall not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. No delay or omission by Mortgagee in the exercise of any right, power or remedy arising hereunder or arising otherwise shall impair any such right, power or remedy or the right of Mortgagee to resort thereto at a later date or be construed to be a waiver of any default or Event of Default under this Mortgage or the Note.

6.8 Right to Discontinue Proceedings . In the event Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted under this Mortgage and shall thereafter elect to discontinue or abandon the same for any reason, Mortgagee shall have the unqualified right to do so and in such event Mortgagor and Mortgagee shall be restored to their former positions with respect to the Indebtedness. This Mortgage, the interest of Mortgagee in the Mortgaged Property and all rights, remedies and recourse of Mortgagee shall continue as if the same had not been invoked.

6.9 Acknowledgment of Waiver of Hearing Before Sale . Mortgagor understands and agrees that if any Event of Default is made under the terms of this Mortgage, Mortgagee has the right, inter alia, to foreclose this Mortgage by advertisement pursuant to Minnesota Statutes, Chapter 580, as subsequently amended, or pursuant to any similar or replacement statute subsequently enacted; that if Mortgagee elects to foreclose by advertisement, it may cause the Mortgaged Property, or any part thereof, to be sold at public auction; that notice of such sale must be published for six (6) successive weeks at least once a week in a newspaper of general circulation and that no personal notice is required to be served upon Mortgagor. Mortgagor further understands that under the Constitution of the United States and the Constitution of the State of Minnesota, it may have the right to notice and hearing before the Mortgaged Property may be sold and that the procedure for foreclosure by advertisement described above does not insure that notice will be given to Mortgagor and neither said procedure for foreclosure by advertisement nor the Uniform Commercial Code requires any hearing or other judicial proceeding. MORTGAGOR HEREBY EXPRESSLY CONSENTS AND AGREES THAT THE MORTGAGED PROPERTY MAY BE FORECLOSED BY ADVERTISEMENT AS DESCRIBED ABOVE. MORTGAGOR ACKNOWLEDGES THAT IT IS REPRESENTED BY LEGAL COUNSEL; THAT BEFORE SIGNING THIS DOCUMENT AND THIS PARAGRAPH THAT MORTGAGOR’S CONSTITUTIONAL RIGHTS WERE FULLY EXPLAINED BY SUCH COUNSEL AND THAT MORTGAGOR UNDERSTANDS THE NATURE AND EXTENT OF THE RIGHTS WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER.

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Section 7. Miscellaneous .

7.1 Choice of Law . Notwithstanding the place of execution of this instrument, the parties to this instrument have contracted for Minnesota law to govern this instrument and it is agreed that this instrument is made pursuant to and shall be construed and governed by the laws of the State of Minnesota without regard to the principles of conflicts of law.

7.2 Successors and Assigns . This Mortgage and each and every covenant, agreement and other provision hereof shall be binding upon Mortgagor and its successors and assigns, including, without limitation, each and every from time to time record owner of the Mortgaged Property or any other person having an interest therein, shall run with the land and shall inure to the benefit of Mortgagee and its successors and assigns. As used herein the words “ successors and assigns ” shall also be deemed to include the heirs, representatives, administrators and executors of any natural person who is or becomes a party to this Mortgage. In the event that the ownership of the Mortgaged Property becomes vested in a person or persons other than Mortgagor, Mortgagee shall not have any obligation to deal with such successor or successors in interest unless such transfer is permitted by this Mortgage and then only upon being notified in writing of such change of ownership. Upon such notification, Mortgagee may thereafter deal with such successor in place of Mortgagor without any obligation to thereafter deal with Mortgagor and without waiving any liability of Mortgagor hereunder or under the Note. No change of ownership shall in any way operate to release or discharge the liability of Mortgagor hereunder unless such release or discharge is expressly agreed to in writing by Mortgagee.

7.3 Unenforceability of Certain Clauses . The unenforceability or invalidity of any provisions hereof shall not render any other provision or provisions herein contained unenforceable or invalid.

7.4 Captions and Headings . The captions and headings of the various sections of this Mortgage are for convenience only and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits the singular shall include the plural, the plural shall include the singular and the masculine, feminine and neuter shall be freely interchangeable.

7.5 Savings Clause . It is expressly stipulated and agreed to be the intent of Mortgagor, and Mortgagee at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Mortgagee to contract for, charge, take, reserve or receive a greater amount of interest than under state law) and that this section shall control every other covenant and agreement in the Note, this Mortgage and other Loan Documents. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under the Note, this Mortgage or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to the indebtedness evidenced by the Note, or if Mortgagee’s exercise of the option to accelerate the maturity of the Note, or if any prepayment by Mortgagor results in Mortgagor having paid any interest in excess of that permitted by applicable law, then it is Mortgagor’s and Mortgagee’s express intent that all excess amounts theretofore collected by Mortgagee shall be credited on the principal balance of the Note and all other Indebtedness (or, if the Note and all other Indebtedness have been or would thereby be paid in full, refunded to Mortgagor), and the provisions of the Note and this Mortgage and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents,

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so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Mortgagee for the use, forbearance, or detention of the Indebtedness shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of the Indebtedness until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the maximum lawful rate from time to time in effect and applicable to the Indebtedness for so long as the Indebtedness is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Mortgagee to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

7.6 Notices . Any notices and other communications permitted or required by the provisions of this Mortgage (except for telephonic notices expressly permitted) shall be in writing and shall be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as hereinafter provided. Each such notice shall be effective upon being deposited as aforesaid. The time period within which a response to any such notice must be given, however, shall commence to run from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days’ notice thereof, either party hereto shall have the right from time to time to change its address and shall have the right to specify as its address any other address within the United States of America.

Each notice to Mortgagee shall be addressed as follows:

Venture Bank

2640 Eagan Woods Drive

Eagan, MN 55121

Attn: Bryan Frandrup

Phone No:       (651) 289-2222

Fax No.:          (651) 289-0200

Each notice to Mortgagor shall be addressed as follows:

Minwood Partners, Inc. and

Famous Dave’s of America, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

7.7 Consent to Jurisdiction . Mortgagor submit(s) and consent(s) to personal jurisdiction of the Courts of the State of Minnesota in the County where the Mortgaged Property is located and the Courts of the United States of America sitting in such State for the enforcement of this instrument and waive(s) any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State of Minnesota.

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Commencement of any such action or proceeding in any other state shall not constitute a waiver of consent to jurisdiction or of the submission made by Mortgagor to personal jurisdiction within the State of Minnesota.

7.8 Adjustable Rate Note . The Note secured by this Mortgage provides for adjustments in its interest rate from time to time in accordance with its terms. Reference is made to the Note for the time, terms and conditions of the adjustments in the interest rate. Such times, terms and conditions are incorporated herein by reference.

7.9 Waiver of Jury Trial . MORTGAGOR WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH MORTGAGOR IS INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS MORTGAGE OR THE RELATIONSHIP ESTABLISHED HEREUNDER, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS MORTGAGE.

7.10 Right of Setoff . To the extent permitted by applicable law, Mortgagee reserves a right of setoff in all Mortgagor’s accounts with Mortgagee (whether checking, savings, or some other account). This includes all accounts Mortgagor holds jointly with someone else and all accounts Mortgagor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Mortgagor authorizes Mortgagee, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Mortgagee’s option, to administratively freeze all such accounts to allow Mortgagee to protect Mortgagee’s charge and setoff rights provided in this paragraph.

7.11 Cross Collateralization . In addition to the Loan, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Mortgagor to Mortgagee, or any one or more of them, as well as all claims by Mortgagee against Mortgagor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Mortgagor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.

7.12 Partial Release of Mortgaged Property . Mortgagee agrees to release from the lien of the Mortgage and the other Loan Documents, as applicable, portions of the Mortgaged Property upon the closing of the sale thereof or by request of the Mortgagor (hereinafter referred to as a “ Release Parcel ”), upon satisfaction by Mortgagor of the following terms and conditions:

7.12.1 Mortgagee approves such release in writing, which consent will not be unreasonably withheld;

7.12.2 Mortgagor shall have made such request at least ten (10) business days prior to the requested release date;

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7.12.3 On the requested release date, and on the actual release date, no Default or Event of Default shall exist under the Mortgage and Loan Documents;

7.12.4 A Release Parcel must be released as a whole and not in part; and

7.12.5 Upon any such release of a Release Parcel, Mortgagor shall pay Mortgagee in immediately available funds an amount (hereinafter referred to as a “ Release Amount ”) equal to the greater of (i) the fair market value of the Release Parcel as determined by a new appraisal completed at the time of requested release by an appraiser acceptable to the Mortgagee and agreed to by the Mortgagor; or (ii) the value for the Release Parcel shown on Exhibit B attached hereto. The Release Amount for the release of each Release Parcel shall be applied first to the principal, interest, fees, costs and expenses due to Lender under any loan that has priority, whether then due and payable or not, and if the priority loan is paid in full, then to the principal, interest, fees, costs and expenses due to Lender under Loan, whether then due and payable or not, and will not be subject to any pre-payment penalty. The cost of the appraisal for the Release Parcel will be paid by the Borrower.

(signature page follows)

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IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed as of the date first above written.

The foregoing instrument was acknowledged before me this 30 day of November , 2016 by Dexter Newman, the Chief Financial Officer of Minwood Partners, Inc., a Delaware corporation, on behalf of the corporation.

signature page to Mortgage and Security Agreement-2 ^nd Minnetonka

- re: Venture Bank/Famous Dave’s loan

S-1

IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed as of the date first above written.

The foregoing instrument was acknowledged before me this 30 day of November , 2016 by Dexter Newman, the Chief Financial Officer of Minwood Partners, Inc., a Delaware corporation, on behalf of the corporation.

signature page to Mortgage and Security Agreement-2 ^nd Minnetonka

- re: Venture Bank/Famous Dave’s loan

S-2

EXHIBIT A

LEGAL DESCRIPTION

Parcel 1

Lot 2; The West 45 feet of Lot 3,

Block 1, Tower Hill, Hennepin County, Minnesota.

Torrens Property.

Being registered as is evidenced by Certificate of Title No. 1042205.

Parcel 2

That part of the Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ of Section 35, Township 118, North Range 22, West of the 5th Principal Meridian, lying Northeasterly of the Northeasterly line of State Trunk Highway Number 55, being bounded on the West by a line described as follows:

Beginning at a point in the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ distant 353.99 feet West of the Northeast corner of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ ; thence running South 15 degrees 35 minutes West 184.45 feet more or less to a point in the Northerly right-of-way line of State Trunk Highway Number 55;

And being bounded on the East by a line described as follows:

Beginning at a point in the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ , 250.15 feet West of the Northeast corner of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ ; thence running South 15 degrees and 35 minutes West 242.31 feet or less to a point in the Northerly right-of-way line of State Trunk Highway Number 55;

For the purpose of this description, the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ is assumed to be a due East and West line.

ALSO: That part of the Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ of Section 35, Township 118, Range 22, described as follows:

Commencing at a point on the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ , distant 146.31 feet West of the Northeast corner of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ ; thence continuing West along said North line 103.84 feet; thence running South 15 degrees 35 minutes West 242.31 feet, more or less to a point in the Northerly right of way line of State Trunk Highway Number 55; thence running Southeasterly along said Northerly right of way line 100 feet; thence running North 15 degrees 35 minutes East 270.15 feet more or less to the point of beginning;

EXCEPTING therefrom the Southwesterly 30 feet measured at right angles from the

Northeasterly line of Trunk Highway Number 55;

For the purpose of this description the North line of said Southeast  ¹ ⁄ ₄ of the Northeast  ¹ ⁄ ₄ is assumed to be a due East and West line, Hennepin County, Minnesota.

Abstract Property.

Parcel 3

Lot 2, Block 1, Reliance City Center, Washington County, Minnesota.

Abstract Property.

Parcel 4

Lot 3, Block 1, RIVERDALE VILLAGE FOURTH ADDITION, Anoka County, Minnesota.

Torrens Property.

Being registered as is evidenced by Certificate of Title No. 106672

Exhibit 10.8

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (“ Agreement ”) dated December 2, 2016 is made by FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and LAKE & HENNEPIN BBQ & BLUES, INC., a Minnesota corporation (collectively, “ Debtor ”) for the benefit of VENTURE BANK, a Minnesota banking corporation, its endorsees, successors and assigns (“ Secured Party ”).

RECITALS:

A. The Secured Party has agreed to make two loans to Debtor in the aggregate principal amount of seven million three hundred thousand and no/100 dollars ($7,300,000.00). The first loan shall be made to Borrower in the principal amount of six million three hundred thousand and no/100 dollars ($6,300,000.00) (“ Loan 2 ”). The second loan shall be made to Borrower in the principal amount of up to one million and no/100 dollars ($1,000,000.00) (“ Loan 3 ”) (Loan 2 and Loan 3, individually or collectively as context requires, the “ Loan ”).

B. The Loan is evidenced by two promissory notes executed and delivered by the Debtor to Secured Party that are dated the same date as first written above in the amount of the Loan.

C. The Secured Party requires as a condition to the Loan that Debtor execute and deliver this Agreement to the Secured Party.

D. All documents related to the Loan are collectively referred to as the “ Loan Documents .”

NOW, THEREFORE, in consideration of making the loan and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1. Obligations Secured . This Agreement secures the following (the “ Obligations ”):

1.1 Each and every debt, liability and other obligation of every type and description which the Debtor may now or at any time hereafter owe to the Secured Party under the Loan, whether arising under or in connection with any Loan Documents, whether now existing or hereafter arising, and whether it is or may be direct or indirect, due or to become due, or absolute or contingent, primary or secondary, liquidated or unliquidated, or independent, joint, several or joint and several.

1.2 All advances, fees, charges, costs and expenses incurred by the Secured Party, including, but not limited to, audit fees and expenses and reasonable attorneys’ fees, legal expenses and interest, in connection with the Obligations, Security Interest, Collateral or in the protection and exercise of any rights or remedies under this Agreement or the Loan Documents.

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Section 2. Security Interest . To secure payment and performance of the Obligations, Debtor grants to Secured Party a security interest (“ Security Interest ”) in, and assigns to Secured Party, the following property (“ Collateral ”):

All personal property of the Debtor, including, but not limited to, the following:

All equipment of the Debtor, whether now owned or hereafter acquired, including, but not limited to, all present and future machinery, vehicles, furniture, fixtures, manufacturing equipment, shop equipment, office and recordkeeping equipment, parts, tools, supplies, and including specifically the goods described in any equipment schedule or list furnished to the Secured Party by the Debtor, and wherever located.

All inventory of the Debtor, whether now owned or hereafter acquired, whether consisting of whole goods, spare parts or components, supplies or materials, returns, whether acquired, held or furnished for sale, for lease or under service contracts or for manufacture or processing, and wherever located.

All accounts of the Debtor, including each and every right of the Debtor to the payment of money, whether such right to payment now exists or hereafter arises, whether such right to payment arises out of a sale, lease or other disposition of goods or other property, out of a rendering of services, out of a loan, out of the overpayment of taxes or other liabilities, or otherwise arises under any contract or agreement, whether such right to payment is created, generated or earned by the Debtor or by some other person who subsequently transfers such person’s interest to the Debtor, whether such right to payment is or is not already earned by performance, together with all other rights and interests (including all liens) which the Debtor may at any time have by law or agreement against any account debtor or other obligor obligated to make any such payment or against any property of such account debtor or other obligor, including, but not limited to, all present and future accounts, contract rights, loans and obligations receivable, chattel papers, bonds, notes and other debt instruments, tax refunds and rights to payment in the nature of general intangibles.

All investment property of the Debtor, whether now owned or hereafter acquired, including, but not limited to, all securities (whether certificated or uncertificated, and including investment

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company securities), security entitlements, securities accounts, commodity contracts, commodity accounts, stocks, bonds, mutual fund shares, money market shares and U.S. Government securities.

All general intangibles of the Debtor, whether now owned or hereafter acquired, including all present and future intellectual property rights, customer or supplier lists and contracts, manuals, operating instructions, permits, franchises, the right to use the Debtor’s name, and the goodwill of the Debtor’s business.

All commercial tort claims.

All of Debtor’s chattel paper (including electronic chattel paper), deposit accounts, documents, goods, instruments, letter of credit rights, letters of credit, all sums on deposit in any collateral account, and any items in any lockbox, all warehouse receipts, bills of lading and other documents of title now or hereafter covering Debtor’s goods, and any money or other assets of the Debtor that now or hereafter come into the possession, custody, or control of the Secured Party.

Together with all: (a) substitutions and replacements for and products of any and all of the foregoing; (b) in the case of all goods, all accessions; (c) accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any goods; and (d) proceeds of any and all of the foregoing.

Section 3. Representations, Warranties and Agreements . Debtor represents and warrants to Secured Party, as of the date of this Agreement and at all times any Obligations remain under the Loan, as follows:

3.1 Each Debtor is a corporation duly organized and in good standing under the laws of the State of Minnesota and has the power to enter into and has authorized execution and delivery of this Agreement. No Debtor has used any trade name, assumed name or other name except such Debtor’s name stated above. No Debtor shall change its state of incorporation without the Secured Party’s prior written consent. Debtor shall give Secured Party prior written notice of any change in such address or any Debtor’s name(s) or if any Debtor uses any other name. Debtor has authority to execute and perform this Agreement

3.2 Except as set forth in any existing or future agreement executed by Secured Party, Debtor is the owner of the Collateral, or will be the owner of the Collateral hereafter acquired, free and clear of all security interests, liens and encumbrances other than the Security Interest and any other security interest of Secured Party. Debtor shall not permit any security interest, lien or encumbrance, other than the Security Interest and any other security interest of Secured Party, to attach to any Collateral without the prior written consent of Secured Party. Debtor shall defend the Collateral against the claims and demands of all persons and entities other than

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Secured Party and shall promptly pay all taxes, assessments and other government charges upon or against Debtor, any Collateral, and the Security Interest. No financing statement covering any Collateral is on file in any public office. If any Collateral is or will become a fixture, Debtor, at the request of Secured Party, shall furnish Secured Party with a statement or statements executed by all persons and entities who have or claim an interest in the real estate, in form acceptable to Secured Party, which statement or statements shall provide that such persons or entities consent to the Security Interest.

3.3 Debtor shall not sell, transfer, exchange or otherwise dispose of all or any part of the Collateral or Debtor’s interest in the Collateral without the prior written consent of Secured Party, except that, until the occurrence of an Event of Default or the revocation by Secured Party of Debtor’s right to do so, Debtor may sell or lease any Collateral constituting inventory in the ordinary course of business at prices constituting the fair market value or as otherwise permitted under the Loan Agreements dated as of the date hereof governing Loan 2 and Loan 3 (as such may be amended, restated, supplemented or otherwise modified from time to time, each a “Loan Agreement” and collectively, the “Loan Agreements”).

3.4 Each account, instrument, investment property, chattel paper, letter of credit right, letter of credit, other right to payment, document and general intangible constituting Collateral is, or will be when acquired, the valid, genuine and legally enforceable obligation of the named account debtor or other issuer or obligor to pay such obligation, subject to no defense, setoff or counterclaim. Debtor shall not, without the prior written consent of Secured Party, agree to any material modification or amendment of any such obligation or agree to any subordination or cancellation of any such obligation.

3.5 Debtor shall: (i) keep all tangible Collateral in good condition and repair, ordinary wear and tear excepted; (ii) from time to time replace any worn, broken or defective parts of the Collateral; (iii) promptly notify Secured Party of any loss of or material damage to any material portion of Collateral or of any adverse change in the prospect of payment of any material account, instrument, investment property, chattel paper, letter of credit right, letter of credit, other right to payment or general intangible constituting Collateral; (iv) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (v) keep all tangible Collateral insured in such amounts, against such risks and in such companies as shall be acceptable to Secured Party, with lender loss payable clauses in favor of Secured Party to the extent of its interest in a form acceptable to Secured Party (including without limitation a provision for at least 30 days’ prior written notice to Secured Party of any cancellation or modification of such insurance), and deliver policies or certificates evidencing this insurance to Secured Party; (vi) at Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and Debtor’s financial condition, business and property, and provide the Secured Party with periodic reports concerning the Collateral and Debtor’s financial condition, business and property as requested by the Secured Party; and (vii) at all reasonable times permit Secured Party and its representatives to examine and inspect any Collateral, and to examine, inspect and copy Debtor’s records pertaining to the Collateral and Debtor’s financial condition, business and property as and to the extent required under the Loan Agreements.

3.6 Debtor shall, at Secured Party’s request, promptly execute, endorse and deliver financing statements, consents, control agreements and other instruments and documents and

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take such other actions deemed by Secured Party to be necessary or desirable to establish, protect, perfect or enforce the Security Interest in the Collateral and the rights of Secured Party under this Agreement and applicable law, and pay all costs of filing financing statements and other documentation in all public offices where filing is deemed by Secured Party to be necessary or desirable.

3.7 Debtor authorizes Secured Party to file all of Secured Party’s financing statements and amendments to financing statements, and all terminations of the filings of other secured parties, all with respect to the Collateral, in such form and substance as Secured Party, in its sole discretion, may determine.

3.8 Promptly upon knowledge thereof, the Debtor will deliver to the Secured Party notice of any material commercial tort claims it may bring against any person, including the name and address of each defendant, a summary of the facts, an estimate of the Debtor’s damages, copies of any complaint or demand letter submitted by the Debtor, and such other information as the Secured Party may request. Upon request by the Secured Party, the Debtor will grant the Secured Party a security interest in all commercial tort claims it may have against any person.

3.9 Debtor has provided Secured Party a schedule of its currently owned and leased vehicles and shall update such schedule not less than annually or at Secured Party’s written request. Debtor shall from time to time assist Secured Party in noting Secured Party’s lien on all unencumbered vehicle titles, and hereby grants Secured Party a power of attorney for the purposes of noting such liens.

Section 4. Rights of Secured Party . After the occurrence and during the continuance of an Event of Default, the Secured Party may at any time and from time to time send or require the Debtor to send requests for verification of accounts or notices of assignment to account debtors and other obligors. After the occurrence and during the continuance of an Event of Default, the Secured Party may also at any time and from time to time telephone account debtors and other obligors to verify accounts. After the occurrence and during the continuance of an Event of Default, Secured Party may, and Debtor shall at the request of Secured Party, promptly notify any account debtor, issuer or obligor of any account, instrument, investment property, chattel paper, letter of credit right, letter of credit, other right to payment or general intangible constituting Collateral that the same has been assigned to Secured Party and to make all future payments to Secured Party. In addition, after the occurrence and during the continuance of an Event of Default, at the request of Secured Party, Debtor shall deposit all proceeds constituting Collateral, in their original form received (with any necessary endorsement), in a collateral account designated by Secured Party within one business day after receipt of the proceeds by Debtor. Until Debtor makes each deposit pursuant to the foregoing sentence, Debtor will hold all proceeds separately in trust for Secured Party for deposit in the collateral account, and will not commingle any proceeds with any other property. After the occurrence and during the continuance of an Event of Default,, Debtor shall have no right to withdraw any funds from the collateral account, and Debtor shall have no control over the collateral account. The collateral account and all funds at any time therein shall constitute Collateral under this Agreement. Before or upon final collection of any funds in the collateral account, Secured Party, at its discretion, may release any funds to Debtor or any account of Debtor or apply any funds to the Obligations

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whether or not then due. Any release of funds to Debtor or any account of Debtor shall not prevent Secured Party from subsequently applying any funds to the Obligations. All items credited to the collateral account and subsequently returned and all other costs, fees and charges of Secured Party in connection with the collateral account may be charged by Secured Party to any account of Debtor, and Debtor shall pay Secured Party all amounts on demand. The Secured Party may also, by notice to the Debtor, require the Debtor to direct each of its account debtors to make payment directly to a special lockbox to be under the control of the Secured Party. The Debtor hereby authorizes and directs the Secured Party to deposit all checks, drafts and cash payments received in said lockbox into the collateral account established as set forth above.

Section 5. Limited Power of Attorney . Upon the occurrence of and during the continuance of an Event of Default, Debtor irrevocably authorizes Secured Party and grants Secured Party a limited power of attorney in the name and on behalf of Debtor or, at Secured Party’s option, in the name of Secured Party, to take any action and to execute any instrument which Secured Party may deem necessary or desirable to cure or correct the Event of Default or accomplish the purposes of this Agreement, including, but not limited to: to collect, receive, endorse, create, prepare, complete, execute, deliver and file any and all financing statements, control agreements, insurance applications, remittances, instruments, documents, chattel paper and other writings; to grant any extension to, compromise, settle, waive, notify, amend, adjust, change and release any obligation of any account debtor, issuer, obligor, insurer or other person or entity pertaining to any Collateral; to demand termination of other security interests in any of the Collateral; and to take any other action to establish, perfect, protect or enforce the Security Interest.

Section 6. Events of Default . The occurrence of any of the following events shall constitute an event of default (“ Event of Default ”): any Event of Default as defined in the Loan Agreements.

Section 7. Remedies . Upon the occurrence of an Event of Default and at any time thereafter, Secured Party may exercise any one or more of the following rights or remedies: (a) declare all Obligations to be immediately due and payable in full, and the same shall thereupon be immediately due and payable in full, without presentment or other notice or demand, all of which are waived by Debtor; (b) require Debtor to assemble all or any part of the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties; (c) transfer any of the Collateral into Secured Party’s name or that of its nominee; and (d) exercise and enforce any and all rights and remedies available under this Agreement, the UCC or at law or in equity. If notice to Debtor of any intended disposition of the Collateral or other action is required, such notice shall be deemed reasonable if given at least ten (10) days prior to the date of intended disposition or other action. All rights and remedies of Secured Party shall be cumulative and may be exercised singularly, concurrently or successively at Secured Party’s option, and the exercise or enforcement of any such right or remedy shall not be a condition to or bar the exercise or enforcement of any other.

Section 8. Bankruptcy . Whether or not an event of default shall have occurred under the Loan or Loan Documents, upon the commencement of any proceeding under any bankruptcy law by or against Pledgor, then the Secured Party may declare the Debtor in default under this Agreement and may enforce this Agreement and collect the entire Obligations from Debtor upon

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the happening of such event regardless of whether amounts are due or accelerated under the Loan or other Loan Documents. For purposes of determining the Obligations under this provision notwithstanding any such bankruptcy proceeding, interest will be deemed to continue to accrue as though no such bankruptcy proceeding had been taken.

Section 9. Notice . No notice or other communication by Debtor to Secured Party, which relates to any of the Obligations, the Security Interest or the Collateral, shall be effective until it is received by Secured Party at Secured Party’s address stated below. All notices to be given to Debtor shall be deemed reasonable and properly given if delivered or mailed by regular or certified mail, postage prepaid, to Debtor at its address set forth below or at the most recent address shown in Secured Party’s records.

Each notice to Secured Party shall be addressed as follows:

Venture Bank

Attn: Bryan Frandrup

2640 Eagan Woods Drive, Suite 100

Eagan, Minnesota 55121

Each notice to Pledgors shall be addressed as follows:

Famous Dave’s of America, Inc.

D&D of Minnesota, Inc.

Famous Dave’s Ribs of Maryland, Inc.

Famous Dave’s Ribs, Inc.

Famous Dave’s Ribs-U, Inc.

Lake & Hennepin BBQ & Blues, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

Phone No:         (952) 294-1300

Fax No.:            (          )                     

Section 10. Consent to Jurisdiction . Debtor consents to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this Agreement, the Collateral, the Security Interest or any of the Obligations, waives any argument that venue in such forums is not convenient, and agrees that any litigation initiated by Debtor against Secured Party in connection with this Agreement, the Collateral, the Security Interest or any of the Obligations shall be in a state court of general jurisdiction for the State of Minnesota or the United States District Court located in that state.

Section 11. Waiver of Jury Trial . THE PARTIES TO THIS AGREEMENT WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTY TO THIS AGREEMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE OF THIS AGREEMENT.

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Section 12. Miscellaneous . All terms in this Agreement that are defined in the Minnesota Uniform Commercial Code, as amended from time to time (the “ UCC ”) shall have the meanings set forth in the UCC, and such meanings shall automatically change at the time that any amendment to the UCC, which changes such meanings, shall become effective. A carbon, photographic or other reproduction of this Agreement is sufficient as a financing statement. No provision of this Agreement can be waived, amended, abridged, supplemented, terminated or discharged and the Security Interest cannot be released or terminated, except by a writing executed by Secured Party. A waiver shall be effective only in the specific instance and for the specific purpose given. No delay or failure to act shall preclude the exercise or enforcement of any of Secured Party’s rights or remedies. This Agreement shall bind and benefit Debtor and Secured Party and their respective heirs, representatives, successors and assigns and shall take effect when executed by Debtor and delivered to Secured Party, and Debtor waives notice of Secured Party’s acceptance. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect, and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the creation, payment and performance of the Obligations. This Agreement and the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of Minnesota except to the extent that the UCC provides for the application of the law of the state where the Debtor is organized or incorporated. Secured Party shall not be obligated to preserve any rights Debtor may have against prior parties, to realize on the Collateral at all or in any particular manner or order, or to apply any cash proceeds of the Collateral in any particular order of application. If this Agreement is signed by more than one person as Debtor, the term “Debtor” shall refer to each of them separately and to both or all of them jointly. Each such persons signing as Debtor shall be jointly and severally liable under this Agreement and all property described in this Agreement shall be included as part of the Collateral, whether it is owned jointly by both or all Debtors, or is owned in whole or in part by one (or more) of them.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Debtor has executed this Security Agreement as of the date and year first written above.

DEBTOR:

signature page to Security Agreement

-re: Famous Dave’s loan

S-1

signature page to Security Agreement

-re: Famous Dave’s loan

S-2

signature page to Security Agreement

-re: Famous Dave’s loan

S-3

Exhibit 10.9

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (“ Agreement ”) is made and entered into effective as of December 2, 2016 by FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS-U, INC., a Minnesota corporation, and LAKE & HENNEPIN BBQ & BLUES, INC., a Minnesota corporation (collectively, “ Pledgors ”) and VENTURE BANK, a Minnesota banking corporation, its endorsees, successors and assigns (“ Secured Party ”).

RECITALS:

A. Secured Party has agreed to make two separate loans to Borrower in the aggregate principal amount of seven million three hundred thousand and no/100 dollars ($7,300,000.00), one in the principal amount of six million three hundred thousand and no/100 dollars ($6,300,000.00) (“ Loan 2 ”) and the other in the principal amount of one million and no/100 dollars ($1,000,000.00) (“ Loan 3 ”) in accordance with a loan agreement between Pledgors and Secured Party that is dated of even date herewith (“ Loan Agreement ”). Both Loan 2 and Loan 3 are governed by this Agreement and collectively and individually defined as the “ Loan ” under this Agreement.

B. To evidence the Loan, the Pledgors are executing and delivering to the Secured Party two promissory notes of even date herewith in the amount of the Loan (collectively, the “ Note ”).

C. As security for repayment of the Loan, Pledgors are executing and delivering this Agreement to Secured Party.

D. The Loan Agreement, Note, and any other documents related to the Loan are collectively referred to as the “ Loan Documents .”

NOW, THEREFORE, in consideration of making the loan and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1. Pledge and Security Interest . To secure payment and performance of the Obligations (as defined below), Pledgors pledge to Secured Party and grants to Secured Party a security interest (“ Security Interest ”) in, and assigns to Secured Party, the following property (“ Collateral ”):

The following certificates of deposit (collectively, the “ Certificate of Deposit ”) issued or to be issued by Secured Party (or any other account with Secured Party that funds in the certificate of deposit are deposited) in favor of Pledgors:

together with any other documents related to the Certificate of Deposit, whether certificated or uncertificated, including any instrument evidencing the Certificate of Deposit, and all funds deposited in the Certificate of Deposit account, whether an initial deposit or an additional deposit made thereafter, together with all interest accrued, together with all additions, replacements, renewals, modifications or substitutions of any kind to the Certificate of Deposit; and

All products and proceeds of the foregoing.

Section 2. Obligations Secured . This Agreement secures the following (the “ Obligations ”):

All debts, liabilities and obligations of Pledgors under the Loan Documents, whether now existing or hereafter arising, including, but not limited to, all principal, interest and other charges, fees, expenses and amounts and all amendments, extensions, renewals and replacements of the Loan Documents; and

All debts, liabilities and obligations of every type and description which Pledgors may owe to Secured Party, including but not limited to, all principal, interest and other charges, fees, expenses and amounts, and all notes, guaranties, agreements and other writings in favor of Secured Party, whether now existing or hereafter arising, direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, independent, joint, several or joint and several; and

All advances, fees, charges, costs and expenses incurred by the Secured Party including, but not limited to, audit fees and expenses and reasonable attorneys’ fees, legal expenses and interest, in connection with the Obligations, Security Interest, Collateral or in the protection and exercise of any rights or remedies under this Agreement or the Loan Documents.

Section 3. Representations, Warranties and Agreements . Pledgor represents and warrants to Secured Party and agrees as follows:

3.1 Each Borrower is a corporation duly organized and in good standing under the laws of the State of Minnesota and has the power to enter into and has authorized execution and delivery of this Agreement. No Pledgor has used any trade name, assumed name or other name

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except such Pledgor’s name stated above. Pledgors shall not change their state of incorporation without the Secured Party’s prior written consent. Pledgors shall give Secured Party prior written notice of any change in such address or Pledgors’ name(s) or if Pledgors use any other name. Pledgors have authority to execute and perform this Agreement.

3.2 Except as set forth in any existing or future agreement executed by Secured Party, Pledgors are the owner of the Collateral, or will be the owner of the Collateral hereafter acquired, free and clear of all security interests, liens, encumbrances and restrictions, except this Security Interest, any restrictive legend appearing on any instrument constituting Collateral, and any other security interest of Secured Party. Pledgors shall not permit any security interest, lien, encumbrance or restriction, other than the Security Interest and any other security interest of Secured Party, to attach to any Collateral without the prior written consent of Secured Party. Pledgors shall defend the Collateral against the claims and demands of all persons and entities other than Secured Party and shall promptly pay all taxes, assessments and other government charges upon or against Pledgors, any Collateral, and the Security Interest. No other person or entity has control of the Collateral or any certificates representing or evidencing the Collateral and no financing statement covering any Collateral is on file in any public office.

3.3 Pledgors will not sell, transfer, exchange or otherwise dispose of all or any part of the Collateral or Pledgors’ interest in the Collateral without the prior written consent of Secured Party.

3.4 At any time, upon request by Secured Party, Pledgors will deliver to Secured Party all notices, financial statements, reports or other communications received by Pledgors as an owner or holder of the Collateral.

3.5 Upon execution of this Agreement, Pledgors will deliver to Secured Party all certificates representing or evidencing the Collateral and the Secured Party may hold these certificates and the Collateral until payment in full of the Obligations.

3.6 Pledgors shall, at Secured Party’s request, promptly execute, endorse and deliver financing statements, consents, control agreements and other instruments and documents and take such other actions deemed by Secured Party to be necessary or desirable to establish, protect, perfect or enforce the security interest in the Collateral and the rights of Secured Party under this Agreement and applicable law, and pay all costs of filing financing statement and other writings in all public offices where filing is deemed by Secured Party to be necessary or desirable.

3.7 Pledgors authorize Secured Party to file all of Secured Party’s financing statements and amendments to financing statements, and all terminations of the filings of other secured parties, all with respect to the Collateral, in such form and substance as Secured Party, in its sole discretion, may determine.

Section 4. Rights of Secured Party . At any time after an Event of Default (as defined below), Secured Party may, and at the request of Secured Party, Pledgors shall, without notice or demand of any kind: (a) notify the obligor or issuer of any Collateral that the Collateral has been assigned to Secured Party and direct such obligor or issuer to make all future payments to

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Secured Party of any amounts due or distributable thereon; (b) in Pledgors’ name or Secured Party’s name enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; (d) hold any increase or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party’s option, be applied in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Pledgors; and (e) exercise all voting rights with respect to the Collateral and the right to receive all dividends and distributions on the Collateral.

Section 5. Limited Power of Attorney . Upon the occurrence of an Event of Default (as defined below), Pledgors irrevocably authorize Secured Party and grants Secured Party a limited power of attorney in the name and on behalf of Pledgors or, at Secured Party’s option, in the name of Secured Party, to take any action and to execute any instrument which Secured Party may deem necessary or desirable to cure or correct the Event of Default or accomplish the purposes of this Agreement, including, but not limited to: to collect, receive, endorse, create, prepare, complete, execute, deliver and file any and all financing statements, control agreements, insurance applications, remittances, instruments, documents, chattel paper and other writings; to grant any extension to, compromise, settle, waive, notify, amend, adjust, change and release any obligation of any account debtor, issuer, obligor, insurer or other person or entity pertaining to any Collateral; to demand termination of other security interests in any of the Collateral; and to take any other action to establish, perfect, protect or enforce the Security Interest.

Section 6. Events of Default . The occurrence of any of the following events shall constitute an event of default (“ Event of Default ”): any Event of Default as defined in the Loan Agreement.

Section 7. Remedies . Upon the occurrence of an Event of Default and at any time thereafter, Secured Party may exercise any one or more of the following rights or remedies: (a) declare all Obligations to be immediately due and payable in full, and the same shall thereupon be immediately due and payable in full, without presentment or other notice or demand, all of which are waived by Pledgors; (b) transfer any of the Collateral into Secured Party’s name or that of its nominee and exercise all voting and other rights as a holder of the Collateral; and (c) exercise and enforce any and all rights and remedies available upon default under this Agreement, the UCC, and any other applicable agreements and laws, including, but not limited to, the right to offer and sell the Collateral privately to purchasers who will agree to take the Collateral for investment and not with a view to distribution and the right to arrange for a sale which would otherwise qualify as exempt from registration under the Securities Act of 1933. If notice to Pledgors of any intended disposition of the Collateral or other action is required, such notice shall be deemed reasonable if given at least ten (10) days prior to the date of intended disposition or other action. All rights and remedies of Secured Party shall be cumulative and may be exercised singularly, concurrently or successively at Secured Party’s option, and the exercise or enforcement of any such right or remedy shall not be a condition to or bar the exercise or enforcement of any other.

Section 8. Consent to Jurisdiction . Pledgors consent to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy

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related to this Agreement, the Collateral, the Security Interest or any of the Obligations, waives any argument that venue in such forums is not convenient, and agrees that any litigation initiated by Pledgors against Secured Party in connection with this Agreement, the Collateral, the Security Interest or any of the Obligations shall be in a state court of general jurisdiction for the State of Minnesota or the United States District Court located in that state.

Section 9. Bankruptcy . Whether or not an event of default shall have occurred under the Loan or Loan Documents, upon the commencement of any proceedings under any bankruptcy law by or against Pledgors, then the Secured Party may declare the Pledgors in default under this Agreement and may enforce this Agreement and collect the entire Obligations from Pledgors upon the happening of such even regardless of whether amounts are due or accelerated under the Loan or other Loan Documents. For purposes of determining the Obligations under this provision notwithstanding any such bankruptcy proceeding, interest will be deemed to continue to accrue as though no such bankruptcy proceeding had been taken.

Section 10. Notice . No notice or other communication by Pledgors to Secured Party, which relates to any of the Obligations, the Security Interest or the Collateral, shall be effective until it is received by Secured Party at Secured Party’s address stated below. All notices to be given to Pledgors shall be deemed reasonable and properly given if delivered or mailed by regular or certified mail, postage prepaid, to Pledgors at their address set forth below or at the most recent address shown in Secured Party’s records.

Each notice to Secured Party shall be addressed as follows:

Venture Bank

Attn: Dion Muchow

2640 Eagan Woods Drive, Suite 100

Eagan, Minnesota 55121

Each notice to Pledgors shall be addressed as follows:

Famous Dave’s of America, Inc.

D&D of Minnesota, Inc.

Famous Dave’s Ribs of Maryland, Inc.

Famous Dave’s Ribs, Inc.

Famous Dave’s Ribs-U, Inc.

Lake & Hennepin BBQ & Blues, Inc.

12701 Whitewater Drive, Suite 200

Minnetonka, MN 55343

Attn: Chief Executive Officer

Phone No:         (952) 294-1300

Fax No.:            (          )                     

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Section 11. Consent to Jurisdiction . Pledgors consent to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this Agreement, the Collateral, the Security Interest or any of the Obligations, waives any argument that venue in such forums is not convenient, and agrees that any litigation initiated by Pledgors against Secured Party in connection with this Agreement, the Collateral, the Security Interest or any of the Obligations shall be in a state court of general jurisdiction for the State of Minnesota or the United States District located in that state.

Section 12. WAIVER OF JURY TRIAL . THE PARTIES TO THIS AGREEMENT WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTY TO THIS AGREEMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER, AND WHETHER ARISING OR ASERTED BEFORE OR AFTER THE DATE OF THIS AGREEMENT.

Section 13. Miscellaneous . All terms in this Agreement that are defined in the Minnesota Uniform Commercial Code, as amended from time to time (the “UCC”) shall have the meanings set forth in the UCC, and such meanings shall automatically change at the time that any amendment to the UCC, which changes such meanings, shall become effective. A carbon, photographic or other reproduction of this Agreement is sufficient as a financing statement. No provision of this Agreement can be waived, amended, abridged, supplemented, terminated or discharged and the Security Interest cannot be released or terminated, except by a writing executed by Secured Party. A waiver shall be effective only in the specific instance and for the specific purpose given. No delay or failure to act shall preclude the exercise or enforcement of any of Secured Party’s rights or remedies. This Agreement shall bind and benefit Pledgors and Secured Party and their respective heirs, representatives, successors and assigns and shall take effect when executed by Pledgors and delivered to Secured Party, and Pledgors waive notice of Secured Party’s acceptance. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect, and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the creation, payment and performance of the Obligations. This Agreement and the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of Minnesota. Secured Party shall not be obligated to preserve any rights Pledgors may have against prior parties, to exercise at all or in any particular manner any voting rights which may be available with respect to any Collateral, to realize on the Collateral at all or in any particular manner or order, or to apply any cash proceeds of the Collateral in any particular order of application.

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(signature page follows)

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IN WITNESS WHEREOF, Pledgors and Secured Party have executed this Pledge Agreement as of the date and year first written above.

signature page to Pledge Agreement

-re: Famous Dave’s loan

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signature page to Pledge Agreement

-re: Famous Dave’s loan

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signature page to Pledge Agreement

-re: Famous Dave’s loan

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