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5. Purchase Price. The purchase price of the Property is $1,524,600.00 (the "Purchase Price "). At closing Buyer must also pay to the City of Ramsey (the "City ") or reimburse Seller for all fees and charges that Chapter 117 of the City's Ordinances require be paid in connection with or at the time of the City Council's approval and the City's execution of the Final Plat (the "Platting Fees "). 6. Earnest Money. Within two (2) business days of Seller's execution of this Agreement, Buyer must deposit earnest money in the amount of $50,000 (the "Earnest Money ") with Land Title, Inc. ( "Title "). Title must hold the Earnest Money in escrow pursuant to the provisions of the Escrow Agreement attached hereto as Exhibit C. The Earnest Money will remain the property of Buyer unless disbursed to Seller pursuant to the provisions of the Escrow Agreement. Interest the Earnest Money earns will inure to the party that is entitled to the Earnest Money under the terms of this Agreement. At Closing, the Earnest Money must be delivered to Seller and applied towards payment of the Purchase Price pursuant to the provisions of Section 7(b)(i) below. 7. Closing. Seller and Buyer must meet at the offices of Buyer's counsel, John W. Lang, Esq., Messerli & Kramer, P.A., 1400 Fifth Street Towers, 100 South Fifth Street, Minneapolis, Minnesota at 9:30 a.m. on March 31, 2011 or such earlier date as the Parties may establish by mutual agreement (the "Date of Closing ") to close this transaction (the "Closing "). Buyer may extend the Date of Closing pursuant to Section 24. At or before Closing: 2650680v4 09/13/10 a. Seller must: Deliver a certified copy of a Resolution of Seller's board of commissioners authorizing the execution of this Agreement and the performance of Seller's obligations under this Agreement to Buyer; ii Execute and record the Final Plat; iii Deliver to Buyer a duly executed and acknowledged Limited Warranty Deed conveying title to the Property from Seller to Buyer, subject to: (A) Building, zoning and subdivision statutes, laws, ordinances and regulations; (B) Reservations of minerals or of mineral rights in favor of the State of Minnesota, if any; (C) Except as otherwise provided for herein, the lien of real estate taxes and special assessments not yet due and payable; (D) The Final Plat and any dedicated drainage and utility easements shown thereon; -2-