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44(a) Promissory Note (Surtax) PROMISSORY NOTE [Surtax Loan] $5,950,000.00 Miami, Florida December 15, 2023 FOR VALUE RECEIVED the undersigned VISTA BREEZE, LTD., a Florida limited partnership (“Maker”), promises to pay to the order of MIAMI-DADE COUNTY, Florida, a political subdivision of the State of Florida, together with any other holder hereof (“Holder”), at 111 N.W. 1st Street, Miami, Florida 33128, Attention: County Mayor, or such other place as Holder may from time to time designate in writing, the principal sum Five Million Nine Hundred Fifty Thousand and 00/100 Dollars ($5,950,000.00) (the “Principal”), plus interest on the outstanding Principal balance at the rates set forth in the next paragraph (“Interest” or “Interest Rate”), to be paid in lawful money of the United States of America in accordance with the terms of this Promissory Note (“Note”). The Term of this Note is thirty years with a maturity date of December 15, 2053 (“Maturity Date”). During the construction period, which shall be years one through two (1-2), there shall be a zero percent interest (0%) rate and no payments of Principal or Interest shall be due. In years three through thirty (3-30), interest only payments will be required at the per annum simple interest rate of one percent (1.0%). Additionally, Interest shall accrue on the outstanding Principal at a per annum simple interest rate equal to one percent (1.0%) but such Interest shall not be payable until the Maturity Date. Commencing on March 15, 2026, and each March 15th thereafter until the Maturity Date, Maker shall make annual interest only payments of Fifty-nine Thousand Five Hundred and No/100 Dollars ($59,500.00) for the prior calendar year, subject to no more than one hundred percent (100%) of Development Cash Flow. The term "Development Cash Flow" shall have the meaning set forth in that certain Loan Agreement dated on or about the date of this Note between the Maker and the Holder. Any outstanding Principal or Interest shall be paid on the Maturity Date. This Note is secured by a Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents and Profits (the “Mortgage”) encumbering certain real property located in Miami- Dade County, Florida (the “Premises”) as described in Exhibit A of the Mortgage and by a Collateral Assignment of Leases, Rents and Contract Rights. The foregoing and all other agreements, instruments and documents, including the Rental Regulatory Agreement, delivered in connection with each and with this Note are collectively referred to as the “Loan Documents.” This Note has been executed and delivered in, and is to be governed by and construed under the laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United States of America. Maker shall have no obligation to pay interest or payments in the nature of interest in excess of the maximum rate of interest allowed to be contracted for by law, as changed from time to time, applicable to this Note (the “Maximum Rate”). Any interest in excess of the Maximum Rate paid by Maker (“Excess Sum”) shall be credited as a payment of Principal, or, if Maker so requests in writing, returned to Maker, or, if the indebtedness and other obligations evidenced by this Note have been paid in full, returned to Maker together with interest at the same rate as was paid by Maker during such period. Any Excess Sum credited to Principal shall be credited as of the date paid to Holder. The Maximum Rate varies from time to time and from time to time there may be no specific maximum rate. Holder may, without such action constituting a breach of any obligations to Maker, seek judicial determination of the Maximum Rate of interest, and its obligation to pay or credit any proposed excess sum to Maker. The “Default Interest Rate” and, in the event no specific maximum rate is applicable, the Maximum Rate shall be eighteen percent (18%) per annum. Holder shall have the right to declare the total unpaid balance of this Note to be immediately due and payable in advance of the Maturity Date upon the failure of Maker to pay when due, taking into account applicable grace periods, any payment of Principal or Interest or other amount due under the Loan Documents; or upon the occurrence of an event of default, which is not cured prior to the expiration of any applicable cure periods, pursuant to any other Loan Documents now or hereafter evidencing, securing or guarantying payment of this Note. Exercise of this right shall be without notice to Maker or to any other person liable for payment hereof, notice of such exercise being hereby expressly waived. Any payment under this Note or the Loan Documents not paid when due (at maturity, upon acceleration or otherwise) taking into account applicable grace periods shall bear interest at the Default Interest Rate from the due date until paid. Provided Holder has not accelerated this Note, Maker shall pay Holder a late charge of five percent (5%) of any required payment which is not received by Holder within ten (10) days of the due date of said payment. The parties agree that said charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. Time is of the essence. In the event that this Note is collected by law or through attorneys at law, or under their advice, Maker agrees, to pay all reasonable costs of collection, including reasonable attorneys’ fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors proceedings or otherwise. This Note may be paid in whole or in part at any time by Maker without penalty. Acceptance of partial payments or payments marked “payment in full” or “in satisfaction” or words to similar effect shall not affect the duty of Maker to pay all obligations due, and shall not affect the right of Holder to pursue all remedies available to it under any Loan Documents. Maker agrees to assign any proceeds to the Holder from any contract between the Holder, its agencies or instrumentalities and the Maker or any firm, corporation, partnership or joint venture in which the Maker has a controlling financial interest in order to secure repayment of the loan. “Controlling financial interest” shall mean ownership, directly or indirectly to ten percent or more of the outstanding capital stock in any corporation or a direct or indirect interest of ten percent or more in a firm, partnership or other business entity. The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall arise. No action or omission of Holder, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event. Any notice to be given or to be served upon any party in connection with this Note, whether required or otherwise, may be given in any manner permitted under the Loan Agreement. The term “other person liable for payment of this Note” shall include any endorser, guarantor, surety or other person now or subsequently primarily or secondarily liable for the payment of this Note, whether by signing this Note or any other instrument. From the date hereof until Lease-Up (which shall be defined as the period of time required for a development to reach a stabilized ninety percent (90%) occupancy rate and to maintain that stabilization rate for three (3) consecutive months), this Note is a full recourse promissory note and Holder shall have all remedies available to it at law and at equity. After Lease-Up, this Note shall be a non-recourse promissory note and neither the Maker, nor any of its partners members, officers, directors or employees shall have any personal liability for the payment of any portion of the indebtedness evidenced by this Note, and in the event of a default by the Maker under this Note, the Holder’s sole remedy shall be limited to exercising its rights under the Loan Documents, including foreclosure and the exercise of the power of sale or other rights granted under such Loan Documents, but shall not include a right to proceed directly against the Maker, or any of its partners, or the right to obtain a deficiency judgment after foreclosure against the Maker or any of its partners. The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of all amounts then due and payable (including, but not limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with respect to the indebtedness evidenced by (i) a Construction Phase Project Loan Note in the principal amount of $32,500,000.00, executed by Maker and made in favor of the Housing Finance Authority of Miami- Dade County, Florida, as assigned to The Bank of New York Mellon Trust Company, N.A., as fiscal agent (collectively, the “Bond Lender”); (ii) a Promissory Note in the principal amount of $4,300,000.00, executed by Maker and made in favor of Florida Housing Finance Corporation, a public corporation and a public body corporate and politic created and existing under the laws of the State of Florida (“Florida Housing”) as the Viability lender (“Viability Lender”); (iii) a Promissory Note in the principal amount of $3,000,000.00, executed by Maker and made in favor of Florida Housing as the SAIL lender (“SAIL Lender”); (iv) a Promissory Note in the principal amount of $600,000.00, executed by Maker and made in favor of Florida Housing as the ELI lender (“ELI Lender”); and (v) a Promissory Note in the principal amount of $1,301,500.00, executed by Maker and made in favor of Florida Housing as the NHTF lender (“NHTF Lender”), to the extent and in the manner provided in those certain: (i) Subordination Agreement, dated as of even date herewith, by and between Bank of America, N.A., as the initial funding lender and Holder of this Note, and acknowledged and agreed to by Fiscal Agent and Maker, and (ii) Subordination Agreement to County Mortgage, dated as of even date herewith, by and between Florida Housing, Holder of this Note and Maker (collectively, the “Subordination Agreements”). The rights and remedies of the payee and each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of this Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the “Junior Lender” under the Subordination Agreements. Whenever the context so requires, the neutral gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Maker and any other person liable for the payment of this Note respectively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, all other forms of notice whatsoever, and diligence in collection; (b) consent that Holder may, from time to time and without notice to any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii) release Maker (or any co- maker) or any other person liable for payment of this Note, without in any way modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; and (c) agree that Holder, in order to enforce payment of this Note against any of them, shall not be required first to institute any suit or to exhaust any of its remedies against Maker (or any co-maker) or against any other person liable for payment of this Note or to attempt to realize on any collateral for this Note. BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER’S EXTENDING CREDIT TO A BORROWER AND NO WAIVER OR LIMITATION OF LENDER’S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON LENDER’S BEHALF. Maker acknowledges that the above paragraph has been expressly bargained for by Miami- Dade County, Florida as part of the transaction with Borrower and that, but for Maker’s agreement, Miami-Dade County, Florida would not have agreed to lend the Borrower the Principal on the terms and at the Interest Rate. Holder hereby agrees that Maker’s investor limited partner shall have the right, but not the obligation, to cure any defaults of the Maker hereunder and under any of the Loan Documents, and the Holder agrees to accept cures tendered by Maker’s investor limited partner on behalf of the Maker within the applicable cure periods set forth therein. [Signature on Following Page]