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Mr. Kurtis Ulrich & Ms. Heidi Nelson December 19, 2011 Page 2 The HRA and the Affiliated Entities believe that they have sufficient membership votes in the Association to amend the Master Declaration to release the HRA Property from the terms of the Master Declaration. The HRA and the Affiliated Entities will agree to join in an amendment to the Master Declaration and to encourage other members of the Association to join in amendment to the Master Declaration, pursuant to Section 14.1.1 of the Master Declaration, to release all of the HRA Property from the terms of the Master Declaration. The HRA is interested in subjecting the portion of Outlot GG, Ramsey Town Center that the HRA owns to either a new declaration or an amended and restated Master Declaration that encumbers some or all of the property described on Exhibit A, but because of the HRA's concerns regarding the existing Master Declaration, the HRA is not willing to leave its portion of Outlot GG subject to the existing Master Declaration. 3. Additional Real Estate. The HRA and the Affiliated Entities agree that any amendment releasing the HRA Property from the terms of the Master Declaration will designate the portion of Outlot GG, Ramsey Town Center that the HRA owns as property that may subsequently be subjected to the Master Declaration with the consent of the owner of that portion of the HRA Property and the Association. 4. Special Service District. The HRA and the Affiliated Entities will agree that: (i) the HRA may not, in its capacity as the owner of all or any portion of the HRA Property, file or join in a filing of a petition under Minn. Stat. Section 428A.08 for the creation of a special service district that would encompass property that one or more of the Affiliated Entities currently owns without the prior written consents of all Affiliated Entities whose property would be within the boundaries of the proposed special service district, and (ii) if other property owners file a petition for the creation of a special service district that would encompass property the HRA owns and property an Affiliated Entity owns, the HRA will, upon the written request of the Affiliated Entity, join with the affiliated entity in filing an objection to the adoption of the special service district ordinance in accordance with Minn. Stat. Section 428A.09. This Agreement will be documented in the form of a covenant that runs with title to the HRA Property and binds the HRA's successors in title for a period of twenty five (25) years following the date of the Agreement; provided, however the Agreement will not be binding on the HRA's successor's in title to the property described on Exhibit B. 5. The Master Declaration and Association. The HRA and the Affiliated Entities will agree that if the HRA seeks to sell one or more portions of the HRA Property before the HRA Property is released from the Master Declaration, that each Affiliated Entity, in its capacity as a member of the Association, will cooperate with the HRA to cause the Association to execute a commercially reasonable form of estoppel certificate evidencing the status to the HRA's performance of its obligations under the Master Declaration and to execute a waiver of any provisions of Section 9 of the Master Declaration that could be interpreted as requiring that the HRA or a party purchasing a portion of the HRA Property from the HRA seek the "Architectural Review Committee's" review and approval of plans for 4412189v6