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EXHIBIT B Form of Earnest Money Escrow Agreement EARNEST MONEY ESCROW AGREEMENT THIS EARNEST MONEY ESCROW AGREEMENT ("Agreement") is made as of August , 2012, by and among THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RAMSEY, MINNESOTA, a public body politic and corporate under the laws of the state of Minnesota ("Seller") and KONA PROPERTIES, LLC, a Minnesota limited liability company ("Buyer") and COMMERCIAL PARTNERS TITLE, LLC, a Minnesota limited liability company .("Escrow Agent"). RECITALS: A. By that.: certain Purchase Agreement dated of even date herewith ("Purchase Agreement"), between Seller and Buyer, Seller has agreed to sell to Buyer or its affiliates, and Buyer to purchase or cause its affiliates to purchase from Seller all of its right, title and interest in and to certain real property located in the City of Ramsey, Minnesota as more fully described therein (the "Subject Property"), upon and subject to the terms and provisions set forth in the Purchase Agreement. B. Seller and Buyer desire that Escrow Agent act as escrowee to receive, hold and disburse funds in the manner hereinafter set forth. C. Unless otherwise provided herein, all capitalized words and terms used herein shall have the same meanings ascribed to such words and terms as in the Purchase Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Within two (2) business days following the execution of the Purchase Agreement, Buyer shall deposit with Escrow Agent the sum of Twenty Five Thousand no/100 Dollars ($25,000.00) as the deposit ("Deposit"). Upon receipt by Escrow Agent, the Deposit shall be invested in Escrow Agent's customary money market account. Interest accrued on the Deposit shall belong, and be paid, to the party entitled to the Deposit and the Deposit shall include such accrued interest pursuant to the Agreement. Escrow Agent shall acknowledge to Seller, in writing, receipt of the Initial Deposit and Additional Deposit when it is delivered to Escrow Agent. 2. Buyer's Tax Identification Number is 3. Seller's Tax Identification Number is 4. Escrow Agent is hereby released and exculpated of all liability whatsoever arising out of or in connection with its activities as Escrow Agent hereunder, except to the extent of loss or damage caused by its negligence, breach of fiduciary duty, failure to comply with the terms of this Earnest Money Escrow Agreement or willful misconduct. Buyer and Seller hereby jointly indemnify and hold Escrow Agent harmless from and against any and all claims, liabilities, judgments, attorney's fees and other expenses of every kind or nature arising out of this Earnest Money Escrow Agreement, other than 84959-004\1553027_4.doc B-1