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<br />ASSIGNMENT <br /> <br />For value received, the undersigned hereby sells, assigns and transfers unto the <br />within Note and all rights thereunder, and does hereby irrevocably constitute and appoint <br />attorney to transfer the said Note on the books kept for registration of the <br />within Note, with full power of substitution in the premises. <br /> <br />Dated: <br /> <br />Notice: <br /> <br />The assignor's signature to this assignment must correspond with the name as it <br />appears upon the face ofthe within Note in every particular. without alteration or any <br />change whatsoever. <br /> <br />The City Manager will not effect transfer of this Note unless the information concerning the assignee <br />requested below is provided. <br /> <br />Name and Address: <br /> <br />Taxpayer Identification Number: <br /> <br />THIS NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF <br />1933. AS AMENDED AND MA YNOT BE SOLD OR OTHERWISE DISPOSED OF FOR VALUE. <br />OR TRANSFERRED. WITHOUT (i) AN OPINION OF COUNSEL APPROVED BY THE CITY <br />THAT SUCH SALE, DISPOSITION OR TRANSFER MAY LAWFULLY BE MADE WITHOUT <br />REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED AND <br />UNDER APPLICABLE STATE SECURITIES LAWS, OR (ii) SUCH REGISTRATION. THE <br />TRANSFERABILITY OF THIS NOTE IS SUBJECT TO RESTRICTIONS REQUIRED BY (1) <br />FEDERAL AND STATE SECURITIES LAWS GOVERNING UNREGISTERED SECURITIES; (2) <br />THE RULES, REGULATIONS, AND INTERPRETATIONS OF THE GOVERNMENTAL <br />AGENCIES ADMINISTERING SUCH LAWS; AND (3) THE PROCEDURE ESTABLISHED BY <br />THE CITY TO EFFECT COMPLIANCE THEREWITH AND AGREED TO BY THE OWNER OF <br />SUCH SECURITIES. <br /> <br />THIS NOTE HAS NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA <br />SECURITIES LAWS OR APPLICABLE STATE BLUE SKY LAWS AND MAY NOT BE SOLD, <br />TRANSFERRED, OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO <br />REGISTRATION OR OPERATION OF LAW. <br /> <br />1096613.2 <br /> <br />B-9 <br />