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EXHIBIT A FILE NO. ESCROW AGREEMENT 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"), Edgewood Management Group, a North Dakota limited liability company ("Buyer") are parties to the purchase and sale of the real estate described in the attached Purchase Agreement, dated , 2012 ("Purchase Agreement"). As provided in Section 7 of the Purchase Agreement, Buyer hereby deposits the sum of $10,000.00 (the "Earnest Money") with Commercial Partners Title, LLC (the "Earnest Money Agent"). The Earnest Money Agent will hold the Earnest Money in an account insured by a governmental agency or instrumentality. Upon notification by both parties in writing that the transaction has closed, the Earnest Money Agent will pay the Earnest Money to Seller. If either party notifies the Earnest Money Agent that the transaction has not closed, the Earnest Money Agent will pay the Earnest Money as follows: 1. Upon receipt of instruments regarding the release of the Earnest Money executed by both parties the Earnest Money Agent will deliver the Earnest Money pursuant to such instructions; 2. If Seller delivers a Notice of Cancellation of Purchase Agreement that complies with Minn. Stat. § 559.21 describing the Purchase Agreement and the Property, as defined therein, together with an Affidavit of Service evidencing service of the Notice of Cancellation on Buyer and an Affidavit of Failure to Comply with Notice completed, executed and acknowledged to the Earnest Money Agent on or before the date one hundred twenty (120) days after the Date of Closing as defined in the Purchase Agreement, the Earnest Money Agent will deliver the Earnest Money to Seller, unless Buyer has commenced an action in Anoka County District Court challenging Seller's cancellation of the Purchase Agreement, in which case Earnest Money Agent shall either continue to hold the Earnest Money or shall pay the Earnest Money into court. 3. If no disposition of the Earnest Money has been made by the date one hundred twenty (120) days from the Date of Closing, as defined in the Purchase Agreement, the Earnest Money Agent will return the Earnest Money to Buyer, unless Seller or Buyer has commenced an action in Anoka County District Court holding a right to the Earnest Money or otherwise seeking to enjoin Earnest Money Agent's disbursement of the Earnest Money to Buyer, in which case, Earnest Money Agent will either continue to hold the Earnest Money or shall pay the Earnest Money into court. The Earnest Money Agent will have no responsibility for any decision concerning performance or effectiveness of the Purchase Agreement, and will only be responsible to act D-1 4937063v3