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73850847v2 [Exhibit A to TIF Loan Agreement] EXHIBIT A FORM OF PROMISSORY NOTE PROMISSORY NOTE $1,000,000.00 __________________, 2022 FOR VALUE RECEIVED, the undersigned (herein called the "Borrower"), promises to pay to the order of the CITY OF LITTLE CANADA, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Mi nnesota (herein called the "Lender"), or its assigns, the sum of $1,000,000.00 (herein called the "Loan Funds"), at the rate or rates of interest as described herein. Said sum was made available to the Borrower by that certain TIF Loan Agreement dated July 1, 2022 (the "TIF Loan Agreement"), between the Lender and the Borrower. The Borrower shall make annual interest-only payments on the outstanding principal balance of the TIF Loan, as follows: (a) Commencing July 1, 2023, and each July 1 thereafter, to an d including July 1, 2037, the Borrower shall pay to the Lender 1% of the principal amount of the TIF Loan; (b) Commencing July 1, 2028, and each July 1 thereafter, to and including July 1, 2032, the Borrower shall pay to the Lender 3% of the principal amount of the TIF Loan; and (c) Commencing July 1, 2033, and each July 1 thereafter, to and including July 1, 2039, the Borrower shall pay to the Lender 4% of the principal amount of the TIF Loan. The entire principal amount of this Note shall be due and payable on or before July 1, 2039 provided, however, that at any time prior to the full repayment of the TIF Loan (as defined in the TIF Loan Agreement), the entire outstanding principal balance will be immediately due and payable upon the occurrence of any one of the following events of default: (a) The sale, assignment, conveyance, transfer, lease, lien, encumbrance, or refinancing of the Project (as defined in the TIF Loan Agreement) by the Borrower without the Lender's prior written consent, except a lease to a tenant of the Project in the ordinary course of business or transfers of limited partnership interests in the Borrower pursuant to Borrower's partnership agreement or the replacement of the General Partner or Borrower pursuant to Borrower's partnership agreement, provided that Borrower agrees to notify the Lender of any proposed replacement General Partner prior to replacement, and, upon replacement, shall notify the Lender of the name and contact information of the replacement General Partner with reasonable promptness; or