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PROMISSORY NOTE February,,,,, 20 13 FOR VALUE RECEIVED, the undersigned. 18555 Developers. LLC. a Florida limited liability corporation ("Maker" or "18555 Developers"), promises to pay to the order of City of Sunny Isles Beach ("Payee" or the "City"), a Florida municipal corporation located at 18070 Collins Avenue. Sunny Isles. Beach. FL 33160 or at such other office as Payee may from time to time designate. the principal sum of Three Million Eight Hundred Eighteen Thousand Eight Hundred Eighty Dollars ($3.818.880.00) (the "Indebtedness"). together with interest from the date of execution of this Promissory Note. at the rate of five percent (5%) per annum. Principal and interest payment shall be due and payable at the time of issuance of a Master Building Permit or on December 1. 2013, whichever event occurs first, at which time the Bonus Fees shall become due and owing. Interest payment shall be calculated from the date of issuance of a Foundation Permit for the Porsche Design Tower Miami ("Project"). All payments made on this Note shall be applied by Payee to the reduction of the indebtness. The Indebtedness and accrued and unpaid interest thereon shall be due and payable on the Maturity Date. If this Note is not paid promptly on the Maturity Date in accordance with its terms and is placed in the hands of an attorney for collection. Maker agrees to pay all reasonable attorney's fees and the costs and expenses of collection of this Note incurred by Payee. The Payee has the absolute right to revoke the building permit issued to the Project pursuant to Resolution No. 1 I- Z-123. adopted November 17. 2011.if this Note is not paid promptly. Maker covenants and agrees that time is of the essence for payments due under this Note. All agreements between Maker and Payee. whether now existing or subsequently arising and whether written or oral, are expressly limited so that, in no contingency whatsoever. whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid or agreed to be paid to Payee pursuant to the terms of this Note or otherwise or for the payment or performance of any covenant or obligation contained in this Note or in any other document evidencing, securing or pertaining to the indebtedness evidenced by this Note exceed the maximum amount permissible under applicable law. If. from any circumstance whatsoever, fulfillment of any provision of this Note or other document, at the time performance of such provision shall be due, shall involve exceeding the maximum amount permissible by law, then, ipso facto. the obligation to be fulfilled shall be reduced to the limit validly allowed by law. If Payee shall ever receive, as interest or otherwise, an amount which would exceed the highest lawful rate of interest. such amount which would be excessive interest shall be applied to the reduction of the principal amount owing under this Note or on account of any other principal indebtedness of Maker to Payee and not to the payment of interest or. if such excessive interest exceeds the unpaid balance of principal of this Note and such other indebtedness. such excess shall be refunded to Maker. The terms and provisions of this paragraph shall control and supersede every other provision of all I agreements between Maker and Payee. EXHIBIT -13" Promissory Note— 18555 Developers.LLC