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PURCHASE AGREEMENT <br />THIS AGREEMENT ("Agreement"), executed , 2021 by <br />and between the City of Elk River, a Minnesota municipal corporation, ("Seller") and Baer <br />Necessities, LLC, a Minnesota limited liability company ("Purchaser"). <br />Recitals <br />A. Seller owns and operates the Pinewood Golf Course on property located in the <br />City of Elk River, Minnesota, as legally described on the attached Exhibit A, together with all <br />easements, rights, and appurtenances (the "Property"). <br />B. Seller hereby agrees to sell, and Purchaser hereby agrees to purchase the Property <br />and certain of the assets used in connection with the operation of the golf course, subject to and <br />upon the terms hereinafter set forth <br />NOW THEREFORE, in consideration of the mutual covenants and agreements herein <br />contained and other valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, the parties agree as follows: <br />1. Conveyance. Seller hereby sells to Purchaser and Purchaser hereby purchases <br />from Seller, free from all liabilities, liens, and encumbrances, except as set forth in this Purchase <br />Agreement, the entire business (except as otherwise provided) of the Pinewood Golf Course, <br />including: <br />a. The Property described on Exhibit A which is attached hereto and thereby <br />made a part hereof. <br />b. The maintenance equipment, tools, furniture, and supplies described on <br />Exhibit B which is attached hereto and thereby made a part hereof. <br />C. All rights to use the name "Pinewood Golf Course." <br />2. Purchase Price. Purchaser agrees to pay Seller Four Hundred Twenty Thousand <br />and no/100 ($420,000.00) Dollars as the purchase price for the real property and all the assets <br />and rights being sold hereunder. The purchase price shall be paid as follows: <br />a. Earnest money of Five Thousand and no/100 ($5,000.00) Dollars shall be <br />deposited with the City upon execution by Buyer and Seller of this <br />Agreement, to be applied to the Purchase Price at closing; <br />b. Ninety -Five Thousand Dollars and no/100 ($95,000.00) Dollars payable in <br />cash at closing; and <br />214273v12 <br />