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UNITED STA 1'h OF AMERICA
<br /> STATE OF MINNESOTA
<br /> COUNTY OF ANOKA
<br /> LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
<br /> No. R-2 $1,200,000
<br /> TAX INCREMENT REVENUE NOTE
<br /> SERIES 2017
<br /> Date
<br /> of Original Issue
<br /> November 22,2017
<br /> The Lino Lakes Economic Development Authority, Minnesota(the"Authority"), for value received,
<br /> certifies that it is indebted and hereby promises to pay to OIVF III Clearwater, LLC, a Delaware limited
<br /> liability company,or registered assigns(the"Owner"),the principal sum of$1,200,000 solely from the sources
<br /> and to the extent set forth herein.
<br /> 1. Payments. Principal("Payments")shall be paid on August 1,2018 and each February 1 and
<br /> August 1 thereafter to and including February 1,2027("Payment Dates")in the amounts and from the sources
<br /> set forth in Section 3 herein.
<br /> Payments are payable by mail to the address of the Owner or such other address as the Owner may
<br /> designate upon 30 days' written notice to the Authority. Payments on this Note are payable in any coin or
<br /> currency of the United States of America which,on the Payment Date,is legal tender for the payment of public
<br /> and private debts.
<br /> 2. Interest. No interest shall accrue on this Note.
<br /> 3. Available Tax Increment. Payments on this Note are payable on each Payment Date in the
<br /> amount of and solely payable from "Available Tax Increment," which shall mean, on each Payment Date,
<br /> eighty percent(80%)of the Tax Increment attributable to the Development Property and paid to the Authority
<br /> by Anoka County in the six months preceding the Payment Date,all as such terms are defined in the Contract
<br /> for Private Development,dated July 25,2016,between the Authority,United Properties Development LLC,a
<br /> Minnesota limited liability company ("United Properties"), and Distribution Alternatives, Inc., a Minnesota
<br /> corporation, as tenant, as assigned pursuant to the Assignment and Assumption of Contract for Private
<br /> Development and Assignment of TIT Note, dated December 20, 2017, between the Authority, United
<br /> Properties, as assignor, and AX Lino Lakes L.P., a Delaware limited partnership ("AX Lino Lakes"), as
<br /> assignee, and as further assigned pursuant to the Assignment and Assumption of Contract for Private
<br /> Development and Assignment of TIT' Note, dated , 2023 (collectively, the "Agreement"),
<br /> between the Authority, AX Lino Lakes, as assignor, and the Owner, as assignee. Available Tax Increment
<br /> shall not include any Tax Increment if,as of any Payment Date,there is an uncured Event of Default under the
<br /> Agreement.
<br /> The Authority shall have no obligation to pay principal of this Note on each Payment Date from any
<br /> source other than Available Tax Increment,and the failure of the Authority to pay the entire amount of principal
<br /> on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal
<br />
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