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CONSTRUCTION LOAN AGREEMENT THIS AGREEMENT dated as of the day of , 2011, by and between Graba Properties, LLC, a Minnesota Limited Liability Company (the "Borrower "), and the City of Little Canada, a Municipal Corporation and Political Subdivision of the State of Minnesota (the "Lender "). RECITALS A. The Borrower has requested a Credit Facility from the Lender in the maximum principal amount of Two Hundred Sixty -Two Thousand, One Hundred Forty -Three and 48/100 Dollars ($262,143.48) to pay outstanding Service Availability Charges, for completed improvements to the real property owned by Borrower and described in the Mortgage, to refinance other charges and expenses incurred by Borrower, and for up to $100,000.00 to be disbursed pursuant to this Agreement for build -outs or leasehold improvements to be completed for Borrower's tenant Neatoscan, Inc. B. Borrower's tenant, Neatoscan, Inc., has executed a lease for space within the real property described herein for a period of five (5) years by which said tenant shall take occupancy of the improved premises no later than October 1, 2011. C. $100,000.00 of the Credit Facility loaned or to be loaned by Lender to Borrower for the build -out or completion of leasehold improvements for the tenant, Neatoscan, Inc., shall be disbursed to Borrower pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements of the parties hereto, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I Definitions Section 1.1. For purposes of this Agreement, the following terms shall have the following meanings: "Advance" - An advance by the Lender to the Borrower pursuant to Article II hereof. "Agreement" - means this Construction Loan Agreement by and between the Borrower and the Lender.