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EXHIBIT B
<br /> Form of Purchase Price Note
<br /> PROMISSORY NOTE
<br /> Envision Company, LLC (the "Developer"), hereby acknowledges itself to be indebted and,
<br /> for value received, hereby promises to pay to the City of Elk River, Minnesota (the "City") or its
<br /> registered assigns (the registered owner of this Note is referred to herein as the "Registered
<br /> Owner"), the principal sum of One Million Two Hundred Eighty-Eight Thousand Five Hundred
<br /> Eighty-Ninety Dollars ($1,288,589.00), which is equal to the Purchase Price for the Property, as
<br /> such terms are defined in the Purchase Agreement(hereinafter defined).
<br /> The principal amount of this Promissory Note (the "Note") shall equal, from time to time,
<br /> the principal amount stated above, as reduced to the extent that such principal shall have been paid
<br /> in whole or in part pursuant to the terms hereof. This Note is issued pursuant to that certain
<br /> Purchase Agreement, dated as of July , 2015, as the same may be amended from time to time
<br /> (the "Purchase Agreement"), by and between the City and the Developer, and is secured by that
<br /> certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing
<br /> Statement, dated as of July , 2015,by the Developer, as mortgagor, for the benefit of the City, as
<br /> mortgagee. This Note will not bear interest.
<br /> The amounts due under this Note shall be payable in semiannual installments, commencing
<br /> August 1, 2017, and on each February 1 and August 1 thereafter to and including February 1, 2037
<br /> (the "Maturity Date"), or, if the first day of either February 1 or August 1 should not be a Business
<br /> Day(as defined in that certain Tax Abatement Agreement, dated as of July , 2015, as the same
<br /> may be amended from time to time, by and between the City and the Developer (the "Abatement
<br /> Agreement")),the next succeeding Business Day(the"Payment Dates") in an amount equal to, and
<br /> the City will credit against the principal amount of this Note, the amount of the Tax Abatements (as
<br /> defined in the Abatement Agreement) received by the City in the 6-month period preceding such
<br /> Payment Date together with property tax abatement amounts paid by Sherburne County, Minnesota
<br /> (the "County") to the Developer which the Developer hereby agrees to pay to the City.
<br /> Notwithstanding the foregoing and other provisions contained in this Note, upon the Release Date
<br /> (as defined in the Mortgage), this Note shall be deemed paid in full and any outstanding balance
<br /> shall be forgiven; provided, however, that, as provided in the Abatement Agreement, the City shall
<br /> continue to retain the Tax Abatements and the Developer shall continue to remit to the City the
<br /> property tax abatement amounts paid by the County to the Developer to pay in full any remaining
<br /> unpaid balance of the Purchase Price of the Tax Abatement Property until the City has received
<br /> such payments in an aggregate amount equal to$1,288,589.00.
<br /> Prior to the release or satisfaction of the Mortgage, upon an event of default in the
<br /> Mortgage,the City may declare the amounts due under this Note to be immediately due and payable
<br /> in full.
<br /> B-1
<br /> 455958v10 SJS EL185-31
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