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Letter of Intent -Ramsey Town Center Page 3 of 3 9. Representations and Warranties. The Purchase Agreement entered into by the parties would contain certain representations and warranties, including those regarding the organization, control or ownership of the Property and authority of Seller, as are mutually agreed to by the parties. The Property would be conveyed to Buyer at closing by a recordable warranty deed containing only such exceptions to title as are acceptable to the Buyer. 10. Representation. Seller discloses that it is not represented by a real estate broker. Seller acknowledges that Buyer has disclosed that Leo M. Sand and James W. Sand are licensed brokers of Sand Companies, Inc, which is an affiliate of Buyer. Buyer also discloses that Jamie J. Thelen, Steve Snelling, Neil Fortier and Nicole Sand are licensed real estate agents, all with Sand Companies, Inc. No sales commissions are due from Buyer or Seller. This Letter of Intent merely sets forth some of the more significant terms and conditions of the proposed purchase. Anything herein to the contrary notwithstanding and notwithstanding any contrary representation or agreement made by any owner, officer, director, agent or representative of Buyer or Seller, this Letter of Intent shall not be binding upon either of the parties hereto or any of their respective affiliates, except to the extent that this Letter of Intent addresses confidentiality. Buyer and Seller agree that they shall not be otherwise bound except pursuant to a Purchase Agreement executed by both Buyer and Seller. The offer herein of the Buyer to enter into this Letter of Intent shall be deemed withdrawn if Seller has not executed the same and returned a fully executed copy to Buyer by December 21, 2009. Sincerely, SCI Associates, 'e J. helen Secretary/Treasurer We have read the foregoing and understand and agree with the terms and conditions set forth herein. Accepted this day of December 2009. By: City of Ramsey HRA By: Its: