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b. During the drafting of any lease or purchase agreement and/or <br />development agreement (HRA Contract), the HRA and Landform shall <br />work to determine the DCC, according to the formula defined in <br />section IV, B. 2. above, which DCC total shall be used to determine <br />the Incentive Compensation. A purchase agreement must have a <br />closing date within 120 days of execution to be considered a <br />"purchase agreement" for Incentive Compensation purposes. Once <br />contingencies to an HRA Contract are removed, allowing closing to <br />proceed within 120 days, the Incentive Compensation will become due <br />and payable to Landform. The Incentive Compensation, once <br />calculated based on these criteria, or from criteria outlined in this <br />Section B., Paragraphs 4 and 5 below for Larger Development(s) or <br />Phased Development(s), respectively, shall be final on or before the <br />execution of any HRA Contract. Any substantial changes to the <br />proposed development phasing, or terms prior to closing will <br />necessitate redetermination of the Incentive Compensation consistent <br />with the terms herein. Minor changes will be considered incidental. <br />c. Upon the execution of an HRA Contract, Landform shall receive 20% <br />of the total Incentive Compensation, EXCEPT that in no event shall the <br />said 20% exceed the earnest money or other down payment received <br />by the HRA from the other party to the HRA Contract, i.e. buyer, <br />lessee, or developer, except upon specific HRA authorization. In such <br />circumstances where the portion of Incentive Compensation due <br />exceeds the non refundable earnest monies or down payment <br />received by the HRA, that portion in excess of said earnest money <br />shall be deferred to the Incentive Compensation due upon closing of <br />the land sale transaction, as described in paragraph d. below, or when <br />said earnest monies become non-refundable, whichever occurs first. <br />d. Upon closing of a land sale transaction between the HRA and a parcel <br />developer, or tenant occupancy under a lease, Landform shall receive <br />60% of the total Incentive Compensation. <br />e. Following development design, permitting and construction, and upon <br />issuance of a Certificate of Occupancy by the City of Ramsey, . <br />Landform shall receive a final payment of 20% of the total Incentive <br />Compensation, subject to this Section B, paragraphs 4 and 5 below. <br />Example for Paragraph 3.a.-e. above: An HRA contract is <br />signed on a parcel of [and for an office building having a <br />DCC of $10m in June, 2010. There are three (3) previous <br />advances totaling $30,000. <br />Page 12 <br />