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REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AGREEMENT THIS REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AGREEMENT ( "Second Amendment ") is dated April , 2011 ( "Effective Date "), by and between The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a public body politic and corporate under the laws of the State of Minnesota (the "Seller ") and TOTI Holdings, LLC, a Minnesota limited liability company (the "Buyer "). Recitals A. Seller and Buyer are parties to that certain Purchase Agreement dated September 15, 2010 (the "Purchase Agreement ") pursuant to which Seller has agreed to sell and Buyer has agreed to purchase certain real property located in Outlot M, RAMSEY TOWN CENTER ADDITION, and Outlot A, RAMSEY TOWN CENTER FIFTH ADDITION, Anoka County, Minnesota, which legal description shall change to Lot 5, Block 1, COR ONE, Anoka County, Minnesota upon recordation of the Final Plat, as that term is defined in the First Amendment (the "Property "). The Purchase Agreement was amended by that certain Amendment to Purchase Agreement by and between Seller and Buyer dated January 18, 2011 ( "First Amendment "). B. Under the terms of the Purchase Agreement, the Date of Closing was to have been March 31, 2011. The Closing did not occur on March 31, 2011. C. Buyer has now proposed that the Purchase Agreement be reinstated and the Date of Closing, Earnest Money provisions, and certain other terms of the Purchase Agreement be amended. Seller has agreed to such reinstatement and amendments. D. Buyer and Seller now wish to enter into this Second Amendment to memorialize their agreements with regard to the above items. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. All capitalized terms not expressly defined herein shall have the meanings ascribed to them in the Purchase Agreement and First Amendment. 2. As of the Effective Date of this Second Amendment, the Purchase Agreement shall be reinstated and shall be in full force and effect. 3. The Date of Closing shall be amended from March 31, 2011 to August 15, 2011. 4. Section 24, in its entirety, shall be deleted from the Purchase Agreement. Concurrent with execution of this Second Amendment, Buyer shall pay to Seller an extension fee in the amount of $5,000, in certified or wire - transferred funds ( "First Extension Fee "). In