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<br />MU205\52\914349.v1
<br />the Note will not be transferred except (1) to any person other than an affiliate, or other related
<br />entity, of the Owner unless the EDA has been provided with an investment letter in a form
<br />substantially similar to the investment letter submitted by the Owner or a certificate of the
<br />transferor, in a form satisfactory to the EDA, that the transfer is exempt from registration and
<br />prospectus delivery requirements of federal and applicable state securities laws, or (2) to any
<br />lenders of the note holder’s to secure full payment and performance of its obligations under a
<br />loan. The EDA consents to an assignment of the TIF Note to [Bridgewater Investment
<br />Management, Inc., a Minnesota corporation and Bridgewater Bank, a Minnesota banking
<br />corporation], without the execution of an investment letter. For all other assignments, the EDA
<br />shall require an investment letter from the assignee. The Registrar may close the books for
<br />registration of any transfer after the fifteenth day of the month preceding each Payment Date and
<br />until the Payment Date.
<br />(c) Cancellation. The Note surrendered upon any transfer will be promptly cancelled
<br />by the Registrar and thereafter disposed of as directed by the EDA.
<br />(d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar
<br />for transfer, the Registrar may refuse to transfer the same until they are satisfied that the
<br />endorsement on the Note or separate instrument of transfer is legally authorized. The Registrar
<br />will incur no liability for their refusal, in good faith, to make transfers which they, in their
<br />judgment, deem improper or unauthorized.
<br />(e) Persons Deemed Owners. The EDA and the Registrar may treat the person in
<br />whose name the Note is at any time registered in the bond register as the absolute owner of the
<br />Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account
<br />of, the principal of and interest on the Note and for all other purposes, and all the payments so
<br />made to any registered owner or upon the owner’s order will be valid and effectual to satisfy and
<br />discharge the liability of the EDA upon the Note to the extent of the sum or sums so paid.
<br />(f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the
<br />Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for
<br />any tax, fee, or other governmental charge required to be paid with respect to the transfer or
<br />exchange.
<br />(g) Mutilated, Lost, Stolen or Destroyed Note. In case the Note becomes mutilated or
<br />is lost, stolen, or destroyed, the Registrar will deliver a new Note of like amount, maturity dates
<br />and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu
<br />of and in substitution for the Note lost, stolen, or destroyed, upon the payment of the reasonable
<br />expenses and charges of the Registrar in connection therewith; and, in the case the Note lost,
<br />stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that the Note was
<br />lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of
<br />an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both
<br />the EDA and the Registrar will be named as obligees. The Note so surrendered to the Registrar
<br />will be cancelled and evidence of the cancellation will be given to the EDA. If the mutilated,
<br />lost, stolen, or destroyed Note has already matured or been called for redemption in accordance
<br />with its terms, it will not be necessary to issue a new Note prior to payment.
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