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Letter of Intent -Ramsey Town Center Page 2 of 3 Buyer's Intended Development. Buyer intends to develop a two phase multifamily housing rental development of approximately 120 units. The first phase is to be a work- force housing project financed with federal tax credits allocated by Minnesota Housing Finance Agency ("MHFA"). Buyer shall submit a tax credit application in June of 2010 at its sole cost and expenses with awards to be announced by MHFA in October 2010. The second phase shall be a market rate housing project or, at Buyer's sole discretion, a second phase workforce housing project. 6. Closing. The date of closing shall be on the date of construction closing for the first phase project with the MHFA which is projected to be around June of 2011. 7. Contin encies. Any obligation on the part of Buyer to purchase the Property would be contingent upon (and the Purchase Agreement would so provide) each of the following, among others, being satisfied before the end of the due diligence period: a. The Buyer shall have received such inspections, reviews, surveys, examinations and environmental assessments of the Property as Buyer deems necessary. b. Title examination for the Property with results being satisfactory to Buyer. c. Buyer confirming all necessary approvals having been achieved for the Property to operate it as intended by the Buyer. d. Award of adequate Federal Tax Credits from MHFA and other needed funding sources. e. The creation of the housing tax increment finance ("TIF") district encompassing the two phases of Buyer's intended development. The TIF shall utilize tax exempt revenue bonds with no payment obligations from the City of Ramsey. The terms of the TIF will be mutually agreed to by the parties prior to executing a Purchase Agreement. The determination of whether each of the foregoing contingences has been satisfied would be made by Buyer in its sole discretion. 8. Good Faith Negotiations: For a period of thirty (30) days from the acceptance date of this Letter of Intent, Buyer and Seller shall negotiate in good faith with a view to entering into a mutually acceptable, binding and enforceable Purchase Agreement consistent with the terms hereof and containing mutually agreed representations, warranties, covenants and conditions appropriate for the purchase. In the event such a Purchase Agreement is not entered into by the parties within said thirty (30) day period and the negotiation period is not extended by both parties, Buyer or Seller may terminate this Letter of Intent by delivering a written notice of termination to the other party.