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and attorneys' fees. Such fees are estimated at$10,000.00. <br /> (b) For Parcels 2 and 4, the Purchase Price shall be $81,000.00. <br /> (collectively, the"Purchase Price"). The Purchase Price, subject to prorations and adjustments set forth in <br /> this Agreement, shall be payable in full at Closing in cash, by wire transfer of immediately available <br /> funds or by a Title Company check to Seller. <br /> 1.3 Earnest Money. Within five days after this Agreement is fully executed, Purchaser shall deposit <br /> with the Title Company (as defined below) the sum of$1,000.00 ("Earnest Money") in good funds, either <br /> by certified bank or cashier's check or by wire transfer. The Title Company shall hold the Earnest Money <br /> in accordance with the terms and conditions of this Agreement and any escrow agreement entered into by <br /> Seller, Purchaser and Title Company. Interest, if any, accruing on such sum shall become a part of the <br /> Earnest Money and shall be distributed as Earnest Money in accordance with the terms of this Agreement. <br /> The Earnest Money shall be refundable as set forth in this Agreement. The Earnest Money shall be <br /> applied towards payment of the Purchase Price for Parcels 2 and 4. <br /> 1.4 Subdivision. Parcel 3 is part of a larger parcel owned by the County that needs to be subdivided. <br /> The parties understand that the subdivision is necessary to procure a legal description of the Property for <br /> Seller's deed, Purchaser's mortgage, if any, and obtaining acceptable title insurance for the Property. <br /> Purchaser may also wish to combine the parcels into a fewer number of parcels or plat the Property. The <br /> subdivision or platting of the Property shall be done in compliance with applicable state, county and <br /> municipal laws, ordinances and regulations relating to the subdivision or platting of property. Purchaser <br /> shall, at its cost, be responsible for the subdivision of the Property and obtaining such platting and <br /> subdivision approvals as are necessary so that the Property will be a legally subdivided tax parcel or <br /> parcels as of the date of Closing. All costs assessed or charged (whether by special assessment or <br /> otherwise) or incurred for offsite improvements, utility improvements or other public improvements <br /> required by the City of Elk River or other governmental authority related to the subdivision or <br /> development of the Property as part of the Closing shall be the responsibility of Purchaser. Purchaser <br /> shall also be responsible, at its cost, to select a surveyor to assist in the subdivision of the Property, and <br /> for the filing documents creating the subdivision contemporaneously with the Closing. Purchaser shall <br /> not complete any subdivision of the Property and shall not file the plat or other subdivision documents <br /> until the Closing. The obligations of Purchaser contained in this Section shall survive and be enforceable <br /> after Closing and delivery of the deed. <br /> 1.5 Acquisition Cost Escrow. As stated in Section 1.2 of this Agreement, Purchaser shall be <br /> responsible for reimbursing Seller for its acquisition costs in acquiring Parcels 1 and 3, which include, <br /> but are not limited to, appraisal fees, court filing fees and attorneys' fees. Seller shall be entitled to <br /> reimbursement of these costs, regardless of whether or not the parcels are acquired by Seller, Purchaser <br /> decides not to purchase one of the parcels or the Property or this Agreement is terminated. Upon <br /> execution of this Agreement, Purchaser shall deposit $10,000.00 into an escrow account with Seller for <br /> reimbursement of Seller's acquisition costs as outlined above. If any funds held under this Agreement <br /> remain after payment of the above, such funds will be returned to Purchaser without interest. If it <br /> appears that the actual costs incurred will exceed $10,000.00, Purchaser and Seller will review the costs <br /> required to complete the acquisition(s) and Purchaser agrees to deposit additional sums in escrow with <br /> Seller. <br /> ARTICLE 2—TITLE AND SURVEY <br /> 2.1 Title Examination. Purchaser has obtained an ALTA title insurance commitment ("Title <br /> Commitment") from Commercial Partners Title ("Title Company") covering the entire Property. The <br /> Purchase Agreement Page 2 of 13 <br /> 469680v2 SJS EL185-36 <br />