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PROMISSORY NOTE CITY OF SAN LEANDRO (Child Care Center) $800,000 February 6, 2017 San Leandro, California FOR VALUE RECEIVED, BRIDGE Economic Development Corporation, a California nonprofit public benefit corporation ('Borrower"), promises to pay to the City of San Leandro, a California municipal corporation ("City") the principal sum of Eight Hundred Thousand Dollars ($800,000), or so much thereof as may be advanced by City, together with interest as provided herein. The outstanding principal balance of this promissory note (this "Note") shall bear interest at a rate of one percent (1%). 1. Loan. This Note is executed pursuant to that certain Loan Agreement dated the same date of this Note and executed by and between Borrower and City (the "Loan Agreement"). Capitalized terms used without definition herein shall have the meanings ascribed to such terms in the Loan Agreement. Borrower will use the proceeds of the Loan for costs described in the Loan Agreement. 2. Payments. Payments due under this Note shall be made or forgiven in accordance with Section 1.1 of the Loan Agreement. Payments shall be made in lawful money of the United States to City at 835 East 14th Street, San Leandro, California 94577, Attention: Finance Department. The place of payment may be changed from time to time as the City may from time to time designate in writing. Notwithstanding anything to the contrary in this Note, in the event that Borrower or City terminates the Loan Agreement in accordance with the Loan Agreement, this Note shall also automatically terminate. 3. Prepayment; Forgiveness. Borrower shall have the right to prepay this Note in whole or in part without penalty or premium. The amounts owed under this Note are forgivable as provided in the Loan Agreement. 4. Default. In the Event of Default (as defined in Section 6.1 of the Loan Agreement), and following the expiration of the notice and cure period set forth in Section 6.2 of the Loan Agreement, the City may exercise the rights and remedies set forth in Section 6.3 of the Loan Agreement. In the event the City accelerates the unpaid and unforgiven principal owing on this Note, the acceptance of one or more installments thereafter shall not constitute a waiver of such option with respect to any subsequent event. 5. Waiver. Borrower severally waives presentment for payment, demand and protest and notice of protest, and of dishonor and nonpayment of this Note, and expressly consents to any extension of the time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, and any such extension or release may be made without notice to any of said parties and without in any way affecting or discharging this liability. 2671060.2