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City, State: Ramsey, MN
<br />Address: Sunwood Drive
<br />L/C: 022-0575
<br />REAL ESTATE CONTRACT
<br />This Real Estate Contract ("Contract") dated /2// Q , 2012, is between The Housing
<br />and Redevelopment Authority in and for the City of Ramsey, Minnesota, a public body
<br />corporate and politic under the laws of the State of Minnesota ("Seller"), and McDONALD'S
<br />USA, LLC, a Delaware limited liability company ("Purchaser"). For service of notices under
<br />this Contract, see Article 10.
<br />1. Conveyance: Seller agrees to sell and convey to Purchaser (or Purchaser's nominee),
<br />and Purchaser agrees to purchase from Seller, the real estate located in Ramsey, County of
<br />Anoka, State of Minnesota, having a frontage of not less than 250 feet on Sunwood Drive,
<br />containing not less than 57,500 square feet (not including roads or public rights-of-way), more
<br />particularly described on Exhibit A, together with all easement rights and appurtenances, all
<br />buildings and improvements now located on the property, and all of Seller's rights, title and
<br />interest in all public ways adjoining the property (with the land, collectively called "Premises").
<br />If Purchaser has the Premises surveyed in accordance with the certified survey provided for in
<br />Article 6A(4), then, at Purchaser's option, the parties will execute an amendment by which the
<br />survey description will be substituted for the Exhibit A description at any time hereafter, if
<br />necessary, and provided that such survey legal description is the same as the plat legal
<br />description to be recorded prior to closing.
<br />2. Price: The purchase price is $470,000.00.
<br />3. Deed and Other Documents: Seller will convey insurable title to the Premises by
<br />quitclaim deed, subject only to title and survey matters approved by Purchaser in writing
<br />pursuant to the terms set forth in Article 5 of this Contract. Seller will also cause to be delivered
<br />to Purchaser, at closing, two restrictive covenants in recordable form, restricting those portions
<br />of Seller's other property located adjacent to the Premises and as depicted as Areas 1, 2 and 3
<br />on Exhibit C, in substantially the same form and substance as those restrictive covenants
<br />attached to this Contract as Exhibit C-1 and Exhibit C-2. Specifically, the restrictive covenant
<br />attached as Exhibit C-1 will be recorded against Area 2 as shown on Exhibit C, and the
<br />restrictive covenant attached as Exhibit C-2 will be recorded against Areas 1 and 3 as shown on
<br />Exhibit C. Seller acknowledges that this restriction commences and will be recorded upon the
<br />earlier of (a) closing or (b) the closing of Seller's sale of that property labeled "Area 2" on Exhibit
<br />C to M&W Holding Company, LLC, a Minnesota limited liability company ("M&W Holding
<br />Company, LLC"), its member, Jeffrey Wise, or any subsidiary or affiliate of M&W Holding
<br />Company, LLC in which the majority interest is held by Jeffrey Wise or M&W Holdings, LLC.
<br />Notwithstanding the foregoing, if M&W Holding Company, LLC, its member, Jeffrey Wise, or any
<br />subsidiary or affiliate of M&W Holding Company, LLC in which the majority interest is held by
<br />Jeffrey Wise or M&W Holdings, LLC, do(es) not close on said property prior to January 1, 2014,
<br />or if Seller sells said property to any party other than M&W Holding Company, LLC, its member,
<br />Jeffrey Wise, or any subsidiary or affiliate of M&W Holding Company, LLC, in which the majority
<br />Document #: 1118064-v8
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