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FIFTH AMENDMENT TO PURCHASE AGREEMENT
<br />THIS FIFTH AMENDMENT TO PURCHASE AGREEMENT (this "Amendment ") is dated
<br />February , 2012 ( "Effective Date "), by and between The Housing and Redevelopment Authority in
<br />and for the City of Ramsey, Minnesota, a public body politic and corporate under the laws of the State of
<br />Minnesota (the "Seller ") and TOTI Holdings, LLC, a Minnesota limited liability company (the "Buyer ").
<br />Recitals
<br />A. Seller and Buyer are parties to that certain Purchase Agreement dated September 15,
<br />2010 (the "Purchase Agreement ") pursuant to which Seller has agreed to sell and Buyer has agreed to
<br />purchase certain real property located in Outlot M, RAMSEY TOWN CENTER ADDITION, and Outlot
<br />A, RAMSEY TOWN CENTER FIFTH ADDITION, Anoka County, Minnesota, which legal description
<br />shall change to Lot 4, Block 1, COR ONE, Anoka County, Minnesota upon the recordation of the Final
<br />Plat, as that term is defined in the First Amendment (the "Property "). The Purchase Agreement was
<br />amended by that certain Amendment to Purchase Agreement by and between Seller and Buyer dated
<br />January 18, 2011 (the "First Amendment "); that certain Reinstatement of and Second Amendment to
<br />Purchase Agreement by and between Seller and Buyer dated April 21, 2011 (the "Second Amendment ");
<br />that certain Third Amendment to Purchase Agreement by and between Seller and Buyer dated August 15,
<br />2011 (the "Third Amendment "); and that certain Fourth Amendment to Purchase Agreement by and
<br />between Seller and Buyer dated November 22, 2011 (the "Fourth Amendment ").
<br />B. Under the terms of the Purchase Agreement, as amended, the Date of Closing is
<br />January 15, 2012. Buyer was not ready, willing and able to close on January 15, 2012.
<br />C. Buyer has proposed to Seller that the Date of Closing be extended; that Seller finance
<br />$762,300.00 of the Purchase Price; and that certain other terms of the Purchase Agreement be amended,
<br />and Seller has agreed to do so subject to the terms and conditions set forth herein.
<br />D. Buyer and Seller desire to enter into this Fifth Amendment to memorialize their
<br />agreements with regard to the above items.
<br />NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby
<br />agree as follows:
<br />1. All capitalized terms not expressly defined herein shall have the meanings ascribed to
<br />them in the Purchase Agreement, as amended.
<br />2. Contemporaneously with the execution of this Amendment, Buyer shall pay to Seller, via
<br />certified check or wire transferred funds, a non - refundable extension fee of $20,000.00. The $20,000.00
<br />extension fee is consideration for Seller's Agreement to extend the Date of Closing pursuant to the terms
<br />of this Amendment, is not considered Earnest Money, is not refundable and shall not be credited against
<br />the Purchase Price.
<br />3. Subject to Buyer's right to make the election described in Section 4 below, Buyer shall
<br />deposit with Title, on or before 5:00 p.m. on Thursday, March 15, 2012, the sum of $100,000.00 via
<br />certified check or wire transferred funds and an executed Escrow Agreement in substantially the form
<br />attached as Exhibit B to the Purchase Agreement. The $100,000.00 shall constitute "Earnest Money" as
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<br />Agreement
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