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REINSTATEMENT AND AMENDMENT NO. 2 <br />TO <br />PURCHASE AGREEMENT <br />THIS REINSTATEMENT AND AMENDMENT NO. 2 TO PURCHASE <br />AGREEMENT ("Reinstatement") is made and entered into as of November , 2012, by and <br />between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY <br />OF RAMSEY, MINNESOTA, a public body politic and corporate under the laws of the state of <br />Minnesota ("Seller") and WEST REAL ESTATE AND MANAGEMENT, INC., a Minnesota <br />corporation ("Purchaser"). <br />RECITALS: <br />A. Seller and Kona Properties, LLC ("Kona") entered into that certain Purchase <br />Agreement dated as of September 4, 2012 (the "Original Agreement") which Original <br />Agreement was amended by a certain Amendment No. 1 to Purchase Agreement dated <br />September , 2012 (the "First Amendment"; the Original Agreement and the First Amendment <br />may be referred to collectively herein as the "Agreement"). <br />B. Kona assigned its interest in the Agreement to Purchaser by a certain Assignment <br />and Assumption of Purchase Agreement with an effective date of September 10, 2012, and <br />Purchaser assumed the obligations of Kona therein. <br />C. The Agreement was previously terminated by Purchaser in accordance with its <br />terms. <br />D. Seller and Purchaser now desire to reinstate the Agreement and make certain <br />amendments thereto. <br />NOW THEREFORE, in consideration of the premises and for good and valuable <br />consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as <br />follows: <br />AGREEMENT: <br />1. Reinstatement. The Agreement is reinstated as of the date of this Reinstatement <br />and is in full force and effect subject to the terms and conditions of this Reinstatement. <br />2. Definitions. All capitalized terms used in this Reinstatement and not otherwise <br />defined herein shall have the meanings attributed to them in the Agreement. <br />3. Assumption. For the benefit of Seller, Purchaser hereby confirms its assumption <br />of the Agreement and agrees to perform the same in accordance with its terms, subject to any <br />modifications set forth in this Reinstatement. <br />82200-057\ 1621004.doc 1 <br />