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FOURTH AMENDMENT TO PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is dated November , 2011 ("Effective Date"), by and between 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 (the "Seller") and TOTI Holdings, LLC, a Minnesota limited liability company (the "Buyer"). Recitals A. Seller and Buyer are parties to that certain Purchase Agreement dated September 15, 2010 (the "Purchase Agreement") pursuant to which Seller has agreed to sell and Buyer has agreed to purchase certain real property located in Outlot M, RAMSEY TOWN CENTER ADDITION, and Outlot A, RAMSEY TOWN CENTER FIFTH ADDITION, Anoka County, Minnesota, which legal description shall change to Lot 4, Block 1, COR ONE, Anoka County, Minnesota upon the recordation of the Final Plat, as that term is defined in the First Amendment (the "Property"). The Purchase Agreement was amended by that certain Amendment to Purchase Agreement by and between Seller and Buyer dated January 18, 2011 (the "First Amendment"); that certain Reinstatement of and Second Amendment to Purchase Agreement by and between Seller and Buyer dated April 21, 2011 (the "Second Amendment"); and that certain Third Amendment to Purchase Agreement by and between Seller and Buyer dated August 15, 2011 (the "Third Amendment"); and _ B. Under the terms of the Purchase Agreement, as amended, the Date of Closing was to have been November 1, 2011. Buyer is not ready to close on November 1, 2011. C. Buyer has now proposed that the Date of Closing be extended and certain other terms of the Purchase Agreement be amended. Seller has agreed to extend the Date of Closing in exchange for a non-refundable extension fee to be paid in connection with the execution of this Third Amendment and has agreed to such other amendments. D. Buyer and Seller desire to enter into this Third Amendment to memorialize their agreements with regard to the above items. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. All capitalized terms not expressly defined herein shall have the meanings ascribed to them in the Purchase Agreement, First Amendment and the Second Amendment. 2. The Date of Closing shall be amended from November 1, 2011 to January 15, 2012. 3. At or prior to the execution of this Fourth Amendment, and as a condition precedent to the effectiveness of this Fourth Amendment, Buyer shall have paid a one-time, non- refundable extension fee in the amount of $20,000.00 ("Extension Fee"). Such Extension Fee shall be wholly earned when received, shall not be construed as Earnest Money, and shall not be 1 4168209v2