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C-1 <br /> <br /> <br />Exhibit C <br /> <br /> <br />FORM OF PROMISSORY NOTE <br /> <br /> <br />$20,000 San Leandro, California <br /> September 25, 2023 <br /> <br /> FOR VALUE RECEIVED, The THE GUZMAN CORPORATION (“Owner”) promises <br />to pay to the City of San Leandro, a California charter city (“City"), in lawful money of the <br />United States of America, the principal sum of Twenty Thousand Dollars ($20,000) (the <br />“Loan”), or so much thereof as may be advanced by City pursuant to the Loan Agreement <br />referred to below, together with interest accrued thereon, in accordance with the terms and <br />conditions described herein. <br /> <br />This Secured Promissory Note (this “Note”) has been executed and delivered <br />pursuant to an Owner Participation and Loan Agreement dated as of the date hereof by and <br />between Owner and City (the "Loan Agreement"),and is subject to the terms and <br />conditions of the Loan Agreement, which are by this reference incorporated herein and <br />made a part hereof. Capitalized terms used but not defined herein shall have the meaning <br />ascribed to such terms in the Loan Agreement. <br />1. INTEREST RATE; REPAYMENT. The outstanding principal balance of this Note <br />shall bear interest at the rate of three percent (3%) simple interest per annum. The Loan, <br />plus all interest accrued thereon, is due and payable upon an Event of Default under the <br />Loan Agreement or a Transfer in violation of the Loan Agreement. <br />1.1 LOAN FORGIVENESS. On the fifth anniversary of the effective date the entire <br />outstanding balance of this Note, together with accrued interest, shall be forgiven, provided <br />that no Event of Default or Transfer has arisen under the City Documents. <br />1.2 DUE ON SALE OR DEFAULT. The entire unpaid principal balance and all <br />sums accrued hereunder shall be immediately due and payable upon the Transfer (as <br />defined in Section 1.3 of the Loan Agreement) absent City consent, of all or any part of the <br />Premises or the Improvements, or any interest therein or upon the occurrence of an Event <br />of Default under the City Documents, subject to the expiration of any applicable cure <br />period. <br />1.3 PREPAYMENT. Owner may, without premium or penalty, at any time and <br />from time to time, prepay all or any portion of the outstanding principal balance due under <br />this Note. Prepayments shall be applied first to any unpaid late charges and other costs <br />and fees then due, then to accrued but unpaid interest, if any, and then to principal. In no <br />event shall any amount due under this Note become subject to any rights of offset, <br />deduction or counterclaim on the part of Owner. <br /> 1.4 MANNER OF PAYMENT. All payments on this Note shall be made to City at <br />835 East 14th Street, San Leandro, CA 94577 or such other place as City shall designate <br />DocuSign Envelope ID: FEE47689-2EFE-4EE4-BAD7-6185FD2187CD