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Summary of the Purchase Agreement for the City Council The HRA and F & C Ramsey, LLC ("F & C") are the principal parties to the Purchase Agreement. Under Section 6 of the Purchase Agreement F & C may terminate the Purchase Agreement if the City, Met Council and County Rail Authority have not let a contract for the construction of the Rail Stop on or before June 29, 2012. The City's obligations under the Purchase Agreement are to: 1. Substantially complete construction of an approximately 200 stall addition to the existing parking ramp on or before June 1, 2012, subject to force majeure; 2. Execute and record an Amendment to the Parking Improvement Use and Maintenance Agreement that grants F & C an exclusive easement to use 275 stalls in the expanded parking ramp, gives F & C a non-exclusive easement to use other parking spaces in the expanded parking ramp and allocates 25 spaces in the portion of the expanded parking ramp that is not subject to F & C's exclusive easement to F & C for purposes of proof of parking; 3. Execute and record the final plat of COR ONE; 4. Acquire and install way finding and stall designation signage in the parking ramp, subject to reimbursement from F & C. F & C is obligated to purchase Lot 3, Block 1, COR ONE, Anoka County, Minnesota together with the easements described above for a purchase price of $750,000. The HRA's conveyance of the property to F & C will be subject to a right of reverter in favor of the HRA which the HRA may exercise if F & C fails to substantially complete construction on project on or before the date two years from the Commencement Date (subject to force majeure). 3027624v4 09/22/11