THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS

Promissory Note

$720,000 (U.S.) May ____ 2021

FOR VALUE RECEIVED, the undersigned (the “Maker”) promises to pay to the order of [HOLDER], at its office at [HOLDER ADDRESS], Attn: [HOLDER CONTACT] or at such other place as the Holder of this Promissory Note (the “Note”) (hereinafter, such person, the “Holder”) may from time to time designate in writing, the sum of Seven Hundred and Twenty Thousand and No/100 Dollars ($720,000.00) in lawful money of the United States, with interest thereon from the date of this Note until paid at the rates set forth below.

This Note is made by the Maker in connection with the transactions contemplated pursuant to that certain Pre-Development Capital Term Sheet, dated the 1st day of April 2021, by and among [COMPANY] (the “Company” or Holder), [HOLDER] and [COMPANY] (the “Term Sheet”). All capitalized terms used in this Note that are not defined herein shall have the meaning given such terms in the Term Sheet and the Development Agreement, as the case may be.

Interest Rate. This Note bears simple interest prior to maturity or acceleration at a fixed rate of eighteen percent (18.00%) per annum (the “Note Rate”). All computations of interest under this Note shall be made on the basis of a year of 365 days, for actual days elapsed.

Payments. Payments of accrued interest only shall be due and payable on each quarterly anniversary of the date first set forth above commencing on the ___ day of ___________ 2021 and continuing throughout the remaining term of the Note, in accordance with the Note payment schedule attached hereto as Exhibit A and subject to the Advance Request procedures set forth herein.

Advance Request; Retainage.

(a) Generally. Subject to the applicable progress of the work performed as of the date for such Advance in the specific breakdown amounts, and as detailed in the applicable Schedule of Values and pursuant to the scope of services in that certain Preconstruction Development Services Agreement dated effective as of May ___, 2021 by and between [HOLDER] and the undersigned members of [COMPANY] (the “Development Agreement”), Holder shall make Advances to Maker as reimbursement for certain project costs incurred in performance of the development services, subject to Holder’s satisfaction of proof of payment of such costs as presented . All Advances are subject to the approval of Maker and Holder. The proceeds of each Advance shall be used solely for the payment of Project Costs. All Advances shall be made in accordance with American Institute of Architects standards, where applicable, or as otherwise approved by Holder. Advances requested by the Maker shall be made on or before the third (3rd) of each month and the Holder shall make commercially reasonable efforts to make this payment within ten (10) calendar days of submission of the Advance.