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defined in the Purchase Agreement and shall be held and disbursed by Title pursuant to the terms of the Purchase Agreement and the Escrow Agreement. Within five business days after Buyer's deposit of the Earnest Money and the executed Escrow Agreement with Title, Seller shall also deliver to Title an executed copy of an Escrow Agreement in substantially the form attached as Exhibit B to the Purchase Agreement. In addition, the Date of Closing is hereby extended from March 1, 2012 to June 15, 2012. 4. Buyer may, by written notice delivered to Seller on or before 5:00 p.m. on Tuesday, March 6, 2012, elect to proceed pursuant to this Section 4 rather than pursuant to Section 3 above. If Buyer provides Seller with a written notice that Buyer elects to proceed pursuant to this Section 4 on or before 5:00 p.m. on Tuesday, March 6, 2012, Section 3 of this Amendment shall be of no further force and effect; the Date of Closing shall be extended to March 15, 2012; and Section 7(b) of the Purchase Agreement shall be amended and restated in its entirety as follows: (i) Execute and deliver to Seller, as partial payment of the Purchase Price, a promissory note in the form attached as Exhibit A in the amount of $705,582.50 (the "Note ") and execute and deliver to Seller a Mortgage in the form attached hereto as Exhibit B (the "Mortgage ") which Mortgage secures Buyer's performance of Buyer's obligations under the Note. (ii) Tender the balance of Purchase Price ($655,582.50 which is equal to $1,411,165.00 less the $50,000.00 of Earnest Money previously disbursed to Seller pursuant to the Restatement of and Second Amendment to Purchase Agreement and less the amount of the Note described in subsection (b)(ii) above) to Seller in wire-transferred funds; (iii) Reimburse Seller for all Platting Fees Seller has paid to the City and pay any remaining Platting Fees to the City; (iv) Cause Brian R. Winger to execute and deliver to Seller a guarantee in the form attached hereto as Exhibit C; and (v) Pay or provide evidence of payment of the following: real estate taxes, if any, pursuant to the provisions of Section 8; the cost of recording the Limited Warranty Deed from Seller to Buyer; the cost of the Title Commitment, to the extent that the cost exceeds the $675 that Seller is obligated to pay pursuant to Section 7(a)(vii) above; all premiums and other charges for any title insurance policies Buyer purchases for itself and its lender; all costs associated with Buyer's financing, including but not limited to payment of mortgage registry tax due in connection with filing the Mortgage in the Anoka County land records; and one -half of any reasonable and customary closing fees imposed by any closing agent engaged to conduct the closing of this transaction. 5. Buyer acknowledges and agrees that the Mortgage shall be recorded immediately following the recording of the Warranty Deed from Seller to Buyer and before any other mortgages or liens granted by Buyer to any third party. Seller's obligation to close is contingent upon Seller's obtaining or determining, to Seller's reasonable satisfaction, that Seller can obtain, a title insurance policy insuring the validity and first lien priority of the Mortgage. 6. Except as expressly modified hereby, the terms and conditions set forth in the Purchase Agreement shall remain in full force and effect. To the extent that the Purchase Agreement and this Amendment conflict, the terms and conditions of this Amendment shall govern and control. 7. This Amendment may be executed in two or more counterparts, each one of which may be construed as an original. 4487532v4 2