Common use of Representations and Warranties of the Developer Clause in Contracts

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or any provision of the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The If the Developer shall exercises its option to purchase the Development Property, the Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanTax Abatement Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) If the Developer exercises its option to purchase the Development Property, the Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the construction and operation of the Project. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully understands that the EDA and the City may subsidize or encourage the development of other developments in the City, including properties that compete with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction Development Property and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements that such subsidies may be more favorable than the terms of all applicable local, statethis Agreement, and federal laws and regulations which must be obtained or met before that neither the Project may be lawfully constructed. (9) The Developer acknowledges EDA nor the City has represented that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition development of the Development Property as provided in Article IIIwill be favored over the development of other properties. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate in violation of its articles of organizationarticles, operating agreement or member control agreement or operating agreementany local, state or the laws of the State and by proper action has authorized the execution and delivery of this Agreementfederal laws. (2) The Developer shall cause is a corporation validly existing under the Project laws of the State and has full power to be constructed in accordance with enter into this Agreement and carry out the terms of this Agreement, the Redevelopment Plan, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations)covenants contained herein. (3) The construction of Developer has, or will acquire, fee title to the Project would not be undertaken by the Developer, and in the opinion of the Development Property. (4) The Developer would not have been or be economically feasible within convey the reasonably foreseeable future, LTF Property as defined in and in accordance with the Exchange Agreement without the assistance and benefit to the Developer provided for in this AgreementAgreement therefore the payment of the Pledged Tax Abatements as provided herein is in the public interest because it will increase or preserve tax base in the City; provide employment opportunities in the City; and provide or help acquire or construct public facilities on the LTF Property. (45) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. Project but only to the extent that (6i) The the City and the Developer will cooperate fully with are not adverse parties to the EDA in resolution of any traffic, parking, trash removal litigation and (ii) the litigation does not seek an outcome that would have an adverse impact on the Developer or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction To the knowledge of the Project shall commence undersigned, no later than December 31, 2023 and barring Unavoidable DelaysCouncilmember or officer of the City, will be substantially completed by December 31benefit financially from this Agreement within the meaning of Minnesota Statutes, 2024Sections 412.311 and 471.87. (8) The Developer will obtainunderstands that the City may subsidize or encourage the development of other developments in the City, or cause to be obtained, in a timely manner, all required permits, licenses including properties that compete with the Development Property and approvalsthe Project, and will meet, in a timely manner, all requirements that such subsidies may be more favorable than the terms of all applicable local, statethis Agreement, and federal laws and regulations which must that the City has not represented that development of the Development Property will be obtained or met before favored over the Project may be lawfully constructeddevelopment of other properties. (9) The Developer acknowledges that Tax Increment projections contained if the Developer has not obtained a certificate of occupancy for the Additional Development by December 17, 2030 (which is the date 60 months after the end of the Approval Period (as defined in the Exchange Agreement)), the amount of Pledged Tax Increment Financing Plan are estimates only and Abatements will be less than the amount needed to pay the Reimbursement Amount (as defined below). In addition, if the Additional Development is not a 300-unit market rate apartment building, the Developer acknowledges that it shall place no reliance on the amount of projected Pledged Tax Increments and Abatements may be less than the sufficiency of such Tax Increments amount needed to reimburse pay the Developer for a portion of the costs of the acquisition of the Development Property Reimbursement Amount (as provided in Article IIIdefined below). (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warrantieswarranties to City: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organizationany local, member control agreement state or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreementfederal laws. (2) The Developer shall is a Minnesota limited liability company and operates under the laws of the State and has full power and authority to enter into this Agreement and carry out the covenants contained herein. (3) The Developer will cause the Project Minimum Improvements to be constructed completed in accordance with the terms of this Agreement, the Redevelopment Plan, Development Program and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (34) The construction Developer will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be met before the Minimum Improvements may be constructed and occupied. (5) The Developer has not received any notice or communication from any local, state or federal official that the activities of Developer or the City with respect to the Development Property may or will be in violation of any environmental law or regulation. As of the Project date of the execution of this Agreement, Developer is aware of no facts the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure which would give any person a valid claim under the Minnesota Environmental Rights Act. (6) The Minimum Improvements would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for by City in this Agreement. (47) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) 8) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the ProjectMinimum Improvements provided, however, that any such litigation settled by the City, which would require payment by the Developer, would require that the City obtain the prior written consent of the Developer. (69) The Developer agrees to pay the total amount of any reasonable costs, charges, expenses and attorney’s fees reasonably incurred or paid as of the execution of this Agreement by the City because of any Event of Default by the Developer as to any stipulation, agreement, and covenant of this Agreement, resulting in any suit or proceeding at law or in equity to which the City shall become a party in reference to the Developer's interest in the Development Property or the Minimum Improvements, if the Developer is found at fault or ordered to pay damages through a court trial action. (10) The Developer will cooperate fully reasonably with the EDA City in resolution of any traffic, parking, trash removal or public safety problems problems, which may arise in connection with the construction and operation of the ProjectMinimum Improvements. (711) The construction Developer has participated in a Site Plan Review by the City's Department of Community Development and the Project shall commence no later than December 31City Planning Commission, 2023 and barring the Minimum Improvements comply with the City's design standards and covenants as reasonably enforced by said Planning Department and Planning Commission. (12) Barring Unavoidable Delays, the Minimum Improvements will be substantially completed per the following schedule: twelve (12) units by December 31, 2024. 2016, eight (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property units by December 31, 20242017, eight (8) units by December 31, 2018 and twelve (12) units by December 31, 2019, subject to Unavoidable Delays, including within its knowledge, an estimate of the reasonable time for review of the Minimum Improvements by the City and its agencies and commissions.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The 8) Construction shall begin by November 30, 2019 and the construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31June 30, 2024. (8) The Developer will obtain2020, or cause subject to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructedUnavoidable Delays. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article III. (10) The Upon substantial completion of the Project, the Developer shall complete provide the correction of City with a report in form and substance acceptable to the Soil Deficiencies on City that the Development Property by December 31code deficiencies contained in the LHB report dated November 5, 20242019, have been corrected.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate in violation of its articles article of organization, member control agreement or operating agreementany local, state or the laws of the State and by proper action has authorized the execution and delivery of this Agreementfederal laws. (2) The Developer shall is a Wisconsin limited liability company, duly organized, existing and in good standing under the laws of the State and has the power to enter into this Agreement and to perform its obligations hereunder and carry out the covenants contained herein. (3) The Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable localCity, County, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of , including the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this AgreementAmericans With Disabilities Act. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (7) The Developer will cooperate fully with the City with respect to any litigation commenced with respect to the Project. (8) The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion construction of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer Project shall complete the correction of the Soil Deficiencies on the Development Property by commence no later than December 31, 20242021 and barring Unavoidable Delays, will be substantially completed by June 30, 2023.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and , has the power and authority to enter into this Agreement and to perform its obligations hereunder and and, by doing so will so, is not violate in violation of any provisions of its articles of organization, member control agreement or operating agreement, organizational documents or the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained in a timely manner, all required permits, licenses and approvals, and has met or will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must have been obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The construction of one single family house on the Project Development Property shall commence no later than December 31and, 2023 and barring Unavoidable Delays, will shall be substantially completed by December 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company companies and has have the power and authority to enter into this Agreement and to perform its their obligations hereunder hereunder, and doing so will not violate its their articles of organization, member control agreement or operating agreement, operating agreement or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The 8) Construction shall begin by June 1, 2020 and the construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain2020, or cause subject to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructedUnavoidable Delays. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer shall complete will not seek a reduction in the correction market value as determined by the ▇▇▇▇▇▇▇ County Assessor of the Soil Deficiencies Project that it constructs on the Development Property by December 31Property, 2024pursuant to the provisions of this Agreement, for so long as the TIF Note remains outstanding.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties:warranties:‌ (1) The Developer is a Delaware Minnesota limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, if any, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause construct the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Development Program, Tax Increment Financing Plan, Approval, PUD Conditional Use Permit, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The Developer will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (4) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the 128174431v2 reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (45) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The construction of the Project shall commence no later than December 31October 1, 2023 and barring Unavoidable Delays, the Project will be substantially completed by December 31October 1, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed2025. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition construction of the Development Property Site Improvements as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.. 128174431v2

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The Developer shall comply with the terms and conditions contained in City Resolution No. 2020-141 for the Project’s PUD approval. (4) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (45) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The Developer shall commence construction of the Project shall commence no later than December 31by June 1, 2023 2021 and barring Unavoidable Delays, the Project will be substantially completed for occupancy by December 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed2022. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property Site Improvements as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate in violation of its articles article of organization, member control agreement or operating agreementany local, state or the laws of the State and by proper action has authorized the execution and delivery of this Agreementfederal laws. (2) The Developer shall is a Minnesota limited liability company, duly organized, existing and in good standing under the laws of the State and has the power to enter into this Agreement and to perform its obligations hereunder and carry out the covenants contained herein. (3) The Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable localCity, County, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of , including the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this AgreementAmericans With Disabilities Act. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (7) The Developer will cooperate fully with the City with respect to any litigation commenced with respect to the Project. (8) The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion construction of the costs of the acquisition of the Development Property as provided in Article IIIProject has commenced and barring Unavoidable Delays, will be substantially completed by February 28, 2023. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or any provision of the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall has or will acquire, fee title to the Development Property, and will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction Total Development Costs of the Project are estimated to be approximately $16,569,969, and the sources of revenue to pay such costs are approximately $ , excluding the tax increment assistance and the reimbursement of the Purchase Price provided herein by the City, and the Developer has been unable to obtain additional private financing for the Total Development Costs. (4) The Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (45) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the construction and operation of the Project. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (57) The Developer will cooperate fully understands that the City may subsidize or encourage the development of other developments in the City, including properties that compete with the EDA with respect to any litigation commenced with respect to Development Property and the Project, and that such subsidies may be more favorable than the terms of this Agreement, and that the City has not represented that development of the Development Property will be favored over the development of other properties. (6) The Developer will cooperate fully with 8) Subject to Unavoidable Delays, the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall will commence no on or before November 30, 2016 but not later than December 31January 1, 2023 and 2017 and, barring Unavoidable Delays, the Project will be substantially completed by December 31, 2024. (8) The 2017 but not later than February 1, 2018. Notwithstanding the foregoing, failure of the Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before substantially complete the Project may shall not be lawfully constructedan Event of Default unless the Project is not substantially completed by June 1, 2018. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion Developer’s estimate of the costs Total Development Costs of the acquisition Project and sources of the Development Property as provided in Article IIIrevenue to pay such costs are set forth on Exhibit E attached hereto. (10) The Developer shall complete As of January 2, 2018, the correction estimated market value of the Soil Deficiencies on the Development Property by December 31, 2024.property described in

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The construction of the Project shall commence no later than December [May 31, 2023 2023] and barring Unavoidable Delays, Delays will be substantially completed by December [March 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed]. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition construction and installation of the Development Property as Site Improvements provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The construction shall begin by September 1, 2019 and the construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31September 1, 2024. (8) The Developer will obtain2021, or cause subject to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructedUnavoidable Delays. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property and certain Site Improvements as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced by third parties with respect to the Project. (6) The Developer will cooperate fully with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31April 1, 2023 2024, and barring Unavoidable Delays, will be substantially completed by December July 31, 20242026. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition correction of the Development Property Soil Deficiencies as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The construction shall begin by June 1, 2019 and the construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain2020, or cause subject to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructedUnavoidable Delays. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property and certain Site Improvements as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The construction of the Project shall commence no later than December [May 31, 2023 2023] and barring Unavoidable Delays, Delays will be substantially completed by December [March 31, 2024. (8) The Developer will obtain, or cause ]; except for tenant improvements related to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructedunleased space. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition construction and installation of the Development Property as Site Improvements provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or any provision of the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall has or will acquire, fee title to the Development Property, and will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanTax Abatement Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction Total Development Costs of the Project are estimated to be approximately as set forth in Exhibit B, and the Developer has been unable to obtain additional private financing or investment for the total estimated Total Development Costs at rates or returns that allow the Project to be economically feasible within the reasonably foreseeable future. (4) The Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (45) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the construction and operation of the Project. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (57) The Developer will cooperate fully understands that the City may subsidize or encourage the development of other developments in the City, including properties that compete with the EDA with respect to any litigation commenced with respect to Development Property and the Project, and that such subsidies may be more favorable than the terms of this Agreement, and that the City has not represented that development of the Development Property will be favored over the development of other properties. (6) The Developer will cooperate fully with 8) Subject to Unavoidable Delays, the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall will commence no later than December 31within 30 days following the Developer’s closing on the purchase of the Development Property and, 2023 and barring Unavoidable Delays, the Project will be substantially completed by December 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed2019. (9) The Developer acknowledges that Tax Increment projections contained in To the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion knowledge of the costs undersigned, no Councilmember of the acquisition City, or officer of the Development Property as provided in Article IIICity, benefit financially from this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and 471.87. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State and has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or the laws any law of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Minimum Improvements would not be undertaken by the Developer, and in the opinion of the Developer shall would not be economically feasible, without the assistance and benefit to the Developer provided for in this Agreement. (3) If and when constructed, the Developer will cause the Project Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable localCity, state County, State and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulationsregulations including the Americans with Disabilities Act). (34) Before the Minimum Improvements may be constructed, the Developer will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable City, County, State, and federal laws and regulations. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (6) The construction Developer understands that the City may subsidize or encourage other developments in the City, including properties that compete with the Development Property and the Minimum Improvements, and that such subsidies may be more favorable than the terms of this Agreement, and that the City has informed the Developer that development of the Project would Development Property will not be undertaken by favored over the Developer, and in the opinion development of other properties. (7) No member of the Developer would not have been City Council, no other officer of the City, has either a direct or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for indirect financial interest in this Agreement, nor will any member of the City Council, any other officer of the City benefit financially from this Agreement within the meaning of Minnesota Statutes, Section and 471.87. (48) The Developer is not currently in default under any business subsidy agreement with any grantor, as such terms are defined in the Business Subsidy Act. (9) The Developer did not obtain a building permit for any portion of the Minimum Improvements or for any other improvements on the Property not included in the calculation of the original tax capacity before the date of original approval of the TIF Plan by the City. (10) The total development costs of the Minimum Improvements are estimated to be approximately $71,148,340 and the sources of revenue to pay such costs are approximately $69,148,340, excluding the tax increment assistance, and the Developer has been unable to obtain additional private financing for the total development costs. (11) The proposed development by the Developer hereunder would not occur but for City assistance to be provided herein. (12) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (513) The Developer will reasonably cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems on or adjacent to the Development Property which may arise in connection with the construction and operation of the ProjectMinimum Improvements. (714) The financing commitments which the Developer has obtained to finance construction of the Project shall commence no later than December 31Minimum Improvements, 2023 and barring Unavoidable Delaystogether with the equity funds available to the Developer, together with financing to be provided by the City pursuant to this Agreement, will be substantially completed by December 31, 2024sufficient to enable the Developer to successfully complete the Minimum Improvements. (8) 15) The Developer has made its own projections of Tax Increments and revenues to be generated from the Minimum Improvements and of the Developer’s return on investment and the Developer has not relied on any assumptions, calculations, determinations or conclusions made by the City, its governing body members, officers or agents, including the independent contractors, consultants and legal counsel, servants and employees thereof, with respect to the foregoing or in determining to proceed with the Minimum Improvements. (16) The Developer is not currently in default under any business subsidy agreement with any grantor, as such terms are defined in the Business Subsidy Act. (17) The Developer will obtain, or cause take all action necessary to be obtained, in a timely manner, all required permits, obtain necessary licenses and approvals, and will meet, in a timely manner, all requirements from the Minnesota Office of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained Cannabis Management to operate its business in the Tax Increment Financing Plan are estimates only State and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article IIIMinimum Improvements. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or the laws any law of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Project would not be undertaken by the Developer, and in the opinion of the Developer shall would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (3) If and when constructed, the Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable localCity, state County, State and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulationsregulations including the Americans with Disabilities Act). (34) The construction of Before the Project would not may be undertaken by constructed, the DeveloperDeveloper will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in the opinion a timely manner, all requirements of the Developer would not have been or be economically feasible within the reasonably foreseeable futureall applicable City, without the assistance County, State, and benefit to the Developer provided for in this Agreementfederal laws and regulations. (45) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully understands that the City and the Authority may subsidize or encourage other developments in the City, including properties that compete with the EDA in resolution Development Property and the Project, and that such subsidies may be more favorable than the terms of any trafficthis Agreement, parking, trash removal or public safety problems which may arise in connection with and that the construction City and operation the Authority have informed the Developer that development of the ProjectDevelopment Property will not be favored over the development of other properties. (7) The construction No member of the Project shall commence City Council, no later than December 31other officer of the City, 2023 no member of the Board or other officer of the Authority has either a direct or indirect financial interest in this Agreement, nor will any member of the City Council, any other officer of the City, any member of the Board or any other officer of the Authority benefit financially from this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and barring Unavoidable Delays, will be substantially completed by December 31, 2024471.87. (8) The Developer will obtain, did not obtain a building permit for any portion of the Project or cause to be obtained, for any other improvements on the Property not included in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements the calculation of all applicable local, state, and federal laws and regulations which must be obtained or met the original tax capacity before the Project may be lawfully constructeddate of original approval of the TIF Plan by the City. (9) The Developer acknowledges that Tax Increment projections contained in total development costs of the Tax Increment Financing Plan Project are estimates only estimated to be approximately $32,380,000, and the sources of revenue to pay such costs are approximately $27,611,995, excluding the tax increment assistance, land write down, and tax abatement assistance, and the Developer acknowledges that it shall place no reliance on has been unable to obtain additional private financing for the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article IIItotal development costs. (10) The proposed development by the Developer hereunder would not occur but for the City Financial Assistance and the Land Write Down being provided by the City and the Authority hereunder. (11) The Developer’s equity contribution to the Project shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024not be less than $8,355,074.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate in violation of its articles of organization, member control agreement or operating agreementany local, state or the laws of the State and by proper action has authorized the execution and delivery of this Agreementfederal laws. (2) The Developer shall is a Minnesota limited liability company, duly organized, existing and in good standing under the laws of the State and has the power to enter into this Agreement and to perform its obligations hereunder and carry out the covenants contained herein. (3) The Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable localCity, County, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of , including the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this AgreementAmericans With Disabilities Act. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (7) The Developer will cooperate fully with the City with respect to any litigation commenced with respect to the Project. (8) The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion construction of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer Project shall complete the correction of the Soil Deficiencies on the Development Property commence no later than October 5th, 2022 and barring Unavoidable Delays, will be substantially completed by December August 31, 20242023.

Representations and Warranties of the Developer. The Developer makes the following representations and warrantieswarranties to City: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organizationany local, member control agreement state or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreementfederal laws. (2) The Developer shall is a Minnesota limited liability company and operates under the laws of the State and has full power and authority to enter into this Agreement and carry out the covenants contained in this Agreement. (3) The Developer will cause the Project Minimum Improvements to be constructed completed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project Minimum Improvements may be lawfully constructedconstructed an occupied. (5) The Developer has not received any notice or communication from any local, state or federal official that the activities of Developer or the City with respect to the Development Property may or will be in violation of any environmental law or regulation. As of the date of the execution of this Agreement, the Developer is aware of no facts the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure which would give any person a valid claim under the Minnesota Environmental Rights Act. (6) The Developer will be responsible for paying its own Legal and Administrative Expenses and closing costs, including claims of creditors and brokers, if any. (7) The Developer will purchase the Development Property from the City in good faith. (8) The Developer will cooperate reasonably with the City in resolution of any traffic, parking, or public safety problems, which may arise in connection with the construction and operation of the Project. (9) The Developer acknowledges that Tax Increment projections contained will participate in a Site Plan Review by the Tax Increment Financing Plan are estimates only City's Planning Department and the Developer acknowledges that it shall place no reliance on City Planning Commission, and will comply with the amount of projected Tax Increments City's design standards, covenants, and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property zoning standards as provided in Article IIIreasonably enforced by said Planning Department and Planning Commission. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall is a Minnesota limited liability company duly formed and validly existing under the laws of this State and has full power and authority to enter into this Agreement and carry out the covenants contained herein. (3) The Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Plan and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (34) The Developer will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) The Developer has not received any notice or communication from any local, state or federal official that the activities of the Developer or the EDA/City with respect to the Project may or will be in violation of any environmental law or regulation. As of the date of the execution of this Agreement, the Developer is aware of no facts the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure which would give any person a valid claim under the Minnesota Environmental Rights Act. (6) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (47) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) 8) The Developer will cooperate fully with the EDA EDA/City with respect to any litigation commenced with respect to the Project. (69) The Developer agrees to pay the total amount of any costs, charges, expenses and attorneys fees reasonably incurred or paid at any time by EDA/City because of any Event of Default by the Developer as to any stipulation, agreement, and covenant of this Agreement, resulting in any suit or proceeding at law or in equity to which the EDA/City shall become a party in reference to the Developer's interest in the Development Property or the Project. (10) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (711) The construction of the Project shall will commence no later than December 31on or before June 1, 2023 2005, and barring Unavoidable Delays, the Project will be substantially completed by December 31, 20242005. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate in violation of its articles article of organization, member control agreement or operating agreementany local, state or the laws of the State and by proper action has authorized the execution and delivery of this Agreementfederal laws. (2) The Developer shall is a Minnesota limited liability company, duly organized, existing and in good standing under the laws of the State and has the power to enter into this Agreement and to perform its obligations hereunder and carry out the covenants contained herein. (3) The Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable localCity, County, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of , including the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this AgreementAmericans With Disabilities Act. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (7) The Developer will cooperate fully with the City with respect to any litigation commenced with respect to the Project. (8) The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion construction of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer Project shall complete the correction of the Soil Deficiencies on the Development Property commence no later than June 1, 2019 and barring Unavoidable Delays, will be substantially completed by December 31, 20242020.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State, or of the State of Delaware, and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project and Site Improvements to be undertaken and constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project and Site Improvements would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project or Site Improvements may be lawfully constructed or undertaken. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only only, and the Developer further acknowledges and agrees that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property Site Improvements incurred, as provided in Article III. (109) The Developer shall commence construction of the Project by June 1, 2023, and, barring Unavoidable Delays, substantially complete the correction of the Soil Deficiencies on the Development Property Project by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or any provision of the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall has or will acquire fee title to the Development Property, and will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the construction and operation of the Project. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully understands that the EDA and the City may subsidize or encourage the development of other developments in the City, including properties that compete with the Development Property and the Project, and that such subsidies may be more favorable than the terms of this Agreement, and that neither the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with nor the construction and operation City has represented that development of the ProjectDevelopment Property will be favored over the development of other properties. (7) The Subject to Unavoidable Delays, the construction of the Project shall will commence no later than December 31on or before 1, 2023 and 2018 and, barring Unavoidable Delays, the Project will be substantially completed by 1, 2018. Notwithstanding the foregoing, failure of the Developer to substantially complete the Project shall not be an Event of Default unless the Project is not substantially completed by December 31, 20242018. (8) The Developer will obtain, or cause Total Development Costs of the Project are estimated to be obtained, in a timely manner, all required permits, licenses and approvalsapproximately $ , and will meetthe sources of revenue to pay such costs are approximately $ , in a timely manner, all requirements excluding the reimbursement of all applicable local, statethe Purchase Price provided herein by the EDA, and federal laws and regulations which must be obtained the Developer has been unable to obtain additional private financing or met before investment for the total estimated Total Development Costs at rates or returns that allow the Project may to be lawfully constructedeconomically feasible within the reasonably foreseeable future. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion Developer’s estimate of the costs Total Development Costs of the acquisition Project and sources of the Development Property as provided in Article IIIrevenue to pay such costs are set forth on Exhibit D attached hereto. (10) The Developer shall complete As of January 2, 2019, the correction estimated market value of the Soil Deficiencies on the Development Property by December 31, 2024.property described in

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or any provision of the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall has or will acquire, fee title to the Development Property, and will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanProject, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction Total Development Costs of the Project are estimated to be approximately $ , and the sources of revenue to pay such costs are approximately $ , excluding the financial assistance provided by the City and the reimbursement of the Purchase Price provided herein by the EDA, and the Developer has been unable to obtain additional private financing or investment for the total estimated Total Development Costs at rates or returns that allow the Project to be economically feasible within the reasonably foreseeable future. (4) The Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (45) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the construction and operation of the Project. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (57) The Developer will cooperate fully understands that the EDA and the City may subsidize or encourage the development of other developments in the City, including properties that compete with the EDA with respect to any litigation commenced with respect to Development Property and the Project, and that such subsidies may be more favorable than the terms of this Agreement, and that neither the EDA nor the City has not represented that development of the Development Property will be favored over the development of other properties. (6) The Developer will cooperate fully with 8) Subject to Unavoidable Delays, the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall will commence no later than December 31on or before , 2023 and 2017 and, barring Unavoidable Delays, the Project will be substantially completed by December 31, 2024. (8) The 2017. Notwithstanding the foregoing, failure of the Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before substantially complete the Project may shall not be lawfully constructedan Event of Default unless the Project is not substantially completed by June 30, 2018. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion Developer’s estimate of the costs Total Development Costs of the acquisition Project and sources of the Development Property as provided in Article IIIrevenue to pay such costs are set forth on Exhibit D attached hereto. (10) The Developer shall complete As of January 2, 2017, the correction estimated market value of the Soil Deficiencies on the Development Property by December 31, 2024property described in Exhibit A is expected to be at least $ _.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate in violation of its articles of organizationarticles, operating agreement, member control agreement or operating agreementany local, state or the laws of the State and by proper action has authorized the execution and delivery of this Agreementfederal laws. (2) The Developer shall is a limited liability company validly existing under the laws of this State and has full power and to enter into this Agreement and carry out the covenants contained herein. (3) The Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (34) The Developer will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed (5) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (46) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (57) The Developer will cooperate fully with the EDA reasonable requests of the City with respect to any litigation commenced with respect to the ProjectProject to the extent that the City and the Developer are not adverse parties to the litigation. (6) 8) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (79) The construction To the best of the Project shall commence Developer’s knowledge, no later than December 31member, 2023 and barring Unavoidable Delaysofficer, will be substantially completed by December 31, 2024. (8) The Developer will obtainof employee of the City, or cause its officers, employees, designees, or agents, no consultant, member of the governing body of the City, and no other public official of the City, who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be obtained, performed in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before connection with the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained or in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion any activity, or benefit there from, which is part of the costs of the acquisition of the Development Property as provided in Article IIIProject. (10) The Developer warrants that it shall complete keep and maintain books, records, and other documents relating directly to the correction MIF Loan, and that any duly authorized representative of DEED shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records, and other documents of the Soil Deficiencies on Developer until such time that the Development Property by December 31City and DEED have both determined that all issues, 2024requirements, and close-out procedures relating to or arising out of the MIF Loan have been settled and completed.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or the laws any law of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Project would not be undertaken by the Developer, and in the opinion of the Developer shall would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (3) If and when constructed, the Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Agreement and all applicable localCity, state County, State and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulationsregulations including the Americans with Disabilities Act). (34) The construction of Before the Project would not may be undertaken by constructed, the DeveloperDeveloper will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in the opinion a timely manner, all requirements of the Developer would not have been or be economically feasible within the reasonably foreseeable futureall applicable City, without the assistance County, State, and benefit to the Developer provided for in this Agreementfederal laws and regulations. (45) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully understands that the City and the Authority may subsidize or encourage other developments in the City, including properties that compete with the EDA in resolution Development Property and the Project, and that such subsidies may be more favorable than the terms of any trafficthis Agreement, parking, trash removal or public safety problems which may arise in connection with and that the construction City and operation the Authority have informed the Developer that development of the ProjectDevelopment Property will not be favored over the development of other properties. (7) The construction No member of the Project shall commence City Council, no later than December 31other officer of the City, 2023 no member of the Board or other officer of the Authority has either a direct or indirect financial interest in this Agreement, nor will any member of the City Council, any other officer of the City, any member of the Board or any other officer of the Authority benefit financially from this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and barring Unavoidable Delays, will be substantially completed by December 31, 2024471.87. (8) The Developer will obtain, did not obtain a building permit for any portion of the Project or cause to be obtained, for any other improvements on the Property not included in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements the calculation of all applicable local, state, and federal laws and regulations which must be obtained or met the original tax capacity before the Project may be lawfully constructeddate of original approval of the TIF Plan by the City. (9) The Developer acknowledges that Tax Increment projections contained in total development costs of the Tax Increment Financing Plan Project are estimates only estimated to be approximately $ , and the sources of revenue to pay such costs are approximately $ , excluding the tax increment assistance, land write down, and tax abatement assistance, and the Developer acknowledges that it shall place no reliance on has been unable to obtain additional private financing for the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article IIItotal development costs. (10) The proposed development by the Developer hereunder would not occur but for the City Financial Assistance and the Land Write Down being provided by the City and the Authority hereunder. (11) The Developer’s equity contribution to the Project shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024not be less than $8,355,074.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate fully with the EDA with respect to any litigation commenced with respect to the Project. (6) The Developer will cooperate fully with the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 2022 and barring Unavoidable Delays, will be substantially completed by December 31, 20242023. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition correction of the Development Property Soil Deficiencies as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer Little Crow Golf Association is a Delaware limited liability company duly organized, in good standing, and validly existing under the laws of the State of Minnesota and is registered and in good standing with the Office of the Secretary of State of Minnesota, with full authority to transact business in this State, has the power and authority to enter into this the Agreement and to perform its obligations hereunder hereunder, and doing so will is not violate in violation of its charter, articles of organizationincorporation, member control operating agreement or operating agreementany local, state or federal laws. (2) Glacial Ridge Hospitality is a limited liability company duly organized, in good standing, and validly existing under the laws of the State of Minnesota and by proper action is registered and in good standing with the Office of the Secretary of State of Minnesota, with full authority to transact business in this State, has authorized the execution power to enter into the Agreement and delivery to perform its obligations hereunder, and is not in violation of this Agreementits charter, articles of incorporation, operating agreement or any local, state or federal laws. (23) The Developer shall will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanProject Plans, and all local, state, and federal laws and regulations. (4) The Developer will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state state, and federal laws and regulations (includingwhich must be obtained or met before the Project may be lawfully constructed. Without in any way limiting the foregoing, but not limited tothe Developer will request and seek to obtain, environmentalif necessary, zoningsuch approvals, energy conservationvariances, building code conditional use permits, zoning changes and public health laws and regulations)other required approvals as may be applicable. (35) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (46) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (57) The Developer will cooperate fully with the EDA County with respect to any litigation commenced with respect to the Project. (6) The , but only to the extent that the County and the Developer will cooperate fully with are not adverse parties to the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024litigation. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained Developer’s investment in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition purchase price of the Development Property as provided and in Article III. (10) The Developer shall complete the correction site preparation is 70 percent or more of the Soil Deficiencies on the Development Property by December 31, 2024assessor’s current year’s estimated market value.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) . The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) . The Developer shall will cause the Project to be constructed installed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) . The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) . The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. 5. Neither the execution and delivery of this Agreement, Agreement the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) 6. The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (6) 7. The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8. The construction of the Project shall will commence no later than December 31on or before May 1, 2023 and 2025 and, barring Unavoidable Delays, the Project will be substantially completed by December August 31, 20242028. (8) 9. The Developer will obtainagrees, or cause to be obtained, in a timely manner, all required permits, licenses and approvalsrepresents, and will meetwarrants that the project and any further additions, modifications or replacements shall at all times be connected to and utilize City owned utilities including but not limited to water, sewer and natural gas. This agreement shall survive the terms of this “Development Agreement” and shall be binding upon all assigns, heirs, successors who may have or acquire an interest in a timely manner, all requirements of the project or the development property. 10. The Developer agrees to obtain permits and to construct and operate the development property in conformance with all applicable localzoning and building ordinances of the City. Nothing in this section shall be construed to prevent the Developer from utilizing various conditional use permits or other authorized exceptions or options for the development property that are allowable under applicable zoning and building ordinances, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructedprovided appropriate permits are obtained. (9) 11. The Developer acknowledges that Tax Increment projections contained developer agrees to develop the property in the conformity with Tax Increment Financing Plan are estimates only District 12. Developer agrees that 80% of the value of the improvements constructed in the District, excluding street, utility, and other public improvements, shall be single family residences and that 95% of the single family residences shall be initially sold to qualified buyers in accordance with the income and other requirements of Minnesota Statute 469.174 Subdivision 11 and 29 and Minnesota Statute 469.1761. The Developer agrees to submit information, in accordance with the form setforth in Exhibit E hereto, to evidence compliance with these requirements. 13. The City and Developer understand and agree that the sale of homes shall at all times be in conformance with the above Minnesota Statutes as they now exist and as may be amended from time to time. City agrees to remove such lots from the District as may be necessary to enable the District to remain in compliance with the TIF Act. Payments due the Developer under this Agreement shall be reduced on a pro rata basis for any lots that may be removed. 14. The Developer agrees to the development schedule specified in Exhibit C attached hereto. If Developer does not meet said schedule, Developer shall not be in default but shall pay the special assessments for the difference between the number of lots to be developed according to the schedule and the Developer acknowledges that it shall place no reliance on the amount number of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided lots which are developed or have assessments paid in Article IIIfull. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or agreement, operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Development Program, Tax Increment Financing Plan, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The construction of the Project shall commence no later than December 31on or before June 1, 2023 2026 and barring Unavoidable Delays, the Project will be substantially completed by December 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed2026. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property and the construction of the Site Improvements as provided in Article III. (10) The Developer shall complete will not seek a reduction in the correction market value as determined by the Watonwan County Assessor of the Soil Deficiencies Project or other facilities, if any, that it constructs on the Development Property by December 31Property, 2024pursuant to the provisions of this Agreement, for so long as the TIF Note remains outstanding.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or any provision of the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall has or will acquire, fee title to the Development Property, and will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment PlanTax Abatement Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction Total Development Costs of the Project are estimated to be approximately as set forth in Exhibit B, and the Developer has been unable to obtain additional private financing or investment for the total estimated Total Development Costs at rates or returns that allow the Project to be economically feasible within the reasonably foreseeable future. (4) The Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (45) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the construction and operation of the Project. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (57) The Developer will cooperate fully understands that the City may subsidize or encourage the development of other developments in the City, including properties that compete with the EDA with respect to any litigation commenced with respect to Development Property and the Project, and that such subsidies may be more favorable than the terms of this Agreement, and that the City has not represented that development of the Development Property will be favored over the development of other properties. (6) The Developer will cooperate fully with 8) Subject to Unavoidable Delays, the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall will commence no later than December on or before August 31, 2023 and 2017 and, barring Unavoidable Delays, the Project will be substantially completed by December 31June 1, 2024. (8) The 2018. Notwithstanding the foregoing, failure of the Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before substantially complete the Project may shall not be lawfully constructedan Event of Default unless the Project is not substantially completed by November 1, 2018. (9) The Developer acknowledges that Tax Increment projections contained in To the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion knowledge of the costs undersigned, no Councilmember of the acquisition City, or officer of the Development Property as provided in Article IIICity, benefit financially from this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and 471.87. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware Minnesota limited liability company duly and validly organized and existing in good standing under the laws of the State, and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or any provision of the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall has fee title to the Development Property, and will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Project Area Plan, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The Total Development Costs of the Project are estimated to be approximately $6,277,176, and the sources of revenue to pay such costs are approximately $5,817,176, excluding the tax increment assistance provided herein, and the Developer has been unable to obtain additional private financing for the Total Development Costs. (4) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (45) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the construction and operation of the Project. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (57) The Developer will cooperate fully understands that the Authority or the City may subsidize or encourage the development of other developments in the City, including properties that compete with the EDA with respect to any litigation commenced with respect to Development Property and the Project, and that such subsidies may be more favorable than the terms of this Agreement, and that neither the City nor the Authority has represented that development of the Development Property will be favored over the development of other properties. (6) The Developer will cooperate fully with 8) Subject to Unavoidable Delays, the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall will commence no later than December 31on or before June 1, 2023 and 2022 and, barring Unavoidable Delays, the Project will be substantially completed by December 31March 1, 2024. (8) The 2023. Notwithstanding the foregoing, failure of the Developer will obtain, to substantially complete or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before substantially completed the Project may shall not be lawfully constructedan Event of Default unless the Project is not substantially completed by March 31, 2023. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion Developer’s estimate of the costs Total Development Costs of the acquisition Project and sources of the Development Property as provided in Article IIIrevenue to pay such costs are set forth on Exhibit C attached hereto. (10) The Developer shall complete As of January 2, 2023, the correction estimated market value of the Soil Deficiencies on the Development Property for taxes payable in 2024 is expected to be at least $3,320,900. (11) The execution and delivery of this Agreement will not create a conflict of interest prohibited by December 31Minnesota Statutes, 2024Section 469.009, as amended.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will is not violate its articles in violation of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this AgreementState. (2) The Developer shall is a Delaware corporation, duly formed and validly existing under the laws of that State and registered with authority to operate in the State of Minnesota having full power and authority to enter into this Agreement and carry out the covenants contained herein. (3) If undertaken by Developer, Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, Development Program and all applicable local, state state, and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (34) If undertaken by Developer, Developer will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) The Developer has not received any notice or communication from any local, state or federal official that the activities of the Developer or the City with respect to the Project may or will be in violation of any environmental law or regulation. (6) The construction of the Project would not be undertaken by or on behalf of the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (47) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing, the result of which would affect the ability of the Developer to carry out its obligations hereunder. (5) 8) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (69) The Developer agrees to pay the total amount of any costs, charges, expenses and attorneys’ fees reasonably incurred or paid at any time by City because of any Event of Default by the Developer as to any stipulation, agreement, and covenant of this Agreement, resulting in any suit or proceeding at law or in equity to which the City shall become a party. (10) In a manner that is consistent with applicable laws and the development and operation of a first class distribution facility in the area of the Project, Developer will cooperate fully equitably with the EDA City in resolution of any traffic, parking, trash removal or public safety problems problems, which may arise in connection with the construction and operation of the Project. (7) The construction of the Project shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31, 2024. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company Minnesota corporation and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organizationarticles, member control agreement or operating agreementbylaws, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be acquired, constructed and equipped in accordance with the terms of this Agreement, the Redevelopment Plan, the Tax Increment Financing Plan, and the Construction Plans, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations), except for variances necessary to construct the Minimum Improvements contemplated in any Construction Plans approved by the City. (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not be or have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully spend enough in construction of the Minimum Improvements, when combined with the EDA value of the Development Property, to generate the Assessor's Minimum Market Value set forth in Section 3.3 of this Agreement. (7) The Developer has not otherwise received any notice from any local, state or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation. The Developer is not aware of any state or federal claim filed or planned to be filed by any party relating to any violation of any local, state or federal environmental law, regulation or review procedure, and the Developer is not aware of any violation of any local, state or federal law, regulation or review procedure which would give any person a valid claim under the Minnesota Environmental Rights Act or other state or federal environmental statute. (8) The Developer will cooperate with the Authority with respect to any litigation commenced with respect to the Project. (69) The Developer will cooperate fully with the EDA Authority in resolution of any traffic, parking, trash removal removal, or public safety problems which may arise in connection with the construction and or operation of the Project. (710) The construction of the Project shall will commence no later than December 31on or before August 1, 2023 2017, and barring Unavoidable Delays, the Project will be substantially completed by December 31August 1, 20242018. (8) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (911) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property as provided in Article III. (10) The Developer shall complete the correction of the Soil Deficiencies on the Development Property by December 31, 2024.

Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State, or of the State of Delaware, and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project and Project Improvements to be undertaken and constructed in accordance with the terms of this Agreement, the Redevelopment PlanDevelopment Program, and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project and Project Improvements would not be undertaken by the Developer, and in the opinion of the Developer would not have been or be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed or undertaken. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (56) The Developer will cooperate fully with the EDA City with respect to any litigation commenced with respect to the Project. (67) The Developer will cooperate fully with the EDA City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) 8) The construction of the Project Improvements necessary to support the Assessor's Minimum Market Value as of January 2, 2021 shall commence no later than December 31, 2023 and barring Unavoidable Delays, will be substantially completed by December 31June 30, 2024. (8) The Developer will obtain2020, or cause subject to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructedUnavoidable Delays. (9) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only only, and the Developer further acknowledges and agrees that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property Project incurred, as provided in Article III. (10) Upon substantial completion of the Project Improvements, the Developer shall provide the City with a report in form and substance acceptable to the City that the code deficiencies contained in the LHB report dated November 5, 2019, have been corrected. (11) The Developer shall commence construction of the Project by October 31, 2022, and, barring Unavoidable Delays, substantially complete the correction of the Soil Deficiencies on the Development Property Project by December 31, 2024.