Hopeworks Social Enterprises 5/2/2018

Promissory Note City of Everett Planning Department 2930 Wetmore Ave., Suite 8B Everett, WA 98201 1. Promise to Pay. In consideration of the Loan provided by City of Everett ("Holder") pursuant to the City of Everett Loan Agreement ("Agreement"), HopeWorks Social Enterprises ("Maker"), hereby promises to pay to the order of Holder, at such place as Holder may designate in writing, in lawful money of the United States of America, the principal sum of $400,000.00 on the terms and conditions set forth herein and in the Loan Agreement. 2. Assignment. The Maker shall not assign any of its rights, duties, or obligations under the terms of this Note without prior express written consent of the City and upon such terms and conditions to which the Maker is subject. 3. Term. Payment in full of all principal and interest on this Note shall be due on December 31, 2043. 4. Interest. Interest shall accrue on the unpaid principal balance, at 3% interest compounded annually unless penalty interest is imposed pursuant to Section 7 of this Promissory Note. 5. Payment of Principal and Interest; Forgivable. Principal and interest, if any, on this Note shall be deferred until December 31, 2043, at which time the full balance due and owing under this Note shall be paid, except that, if Maker fully complies with the provisions of this Note and the Agreement, then the Holder shall forgive on such date all amounts due under this Note. 6. Prepayment. Maker shall have the right to prepay this Note in full or in part at any time and from time to time without payment of a prepayment fee or penalty. 7. Default. This Note shall be in default (1) if payment is not made when due, and such default shall continue for a period of ten (10) days after any written notice to the Maker from Holder hereof specifying such default and requiring the same to be remedied; or(2) should default be made in the observance or performance of any covenants, terms, or provisions of the Agreement, Deed of Trust, Use Restriction Covenant Agreement, or any other agreement regarding the Project to which Maker and Holder are parties, if any (collectively, the "Loan Documents"), and such default continues after any notice from Holder hereof to Maker and the expiration of any period granted to Maker for curing such default as provided for in any such instrument in the event of such a default. Upon such a default the whole sum of principal hereunder shall become immediately due and payable according to the terms herein. As long as this Note is in default, then, at the option of the Holder, without prior notice, this Note shall bear interest at the rate of ten percent (10%) per annum.