5.0. & 5.1. & 5.2. EDSR 04-14-2008

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REPRESENTATIONS, WARRANTIES OR STATEMENTS THAT SELLER OR SELLER'S AGENTS HAVE MADE EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION 11 OF THIS AGREEMENT. SUBJECT TO BUYER'S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 14, BUYER IS PURCHASING THE PROPERTY IN "AS IS" CONDITION RELYING ONLY ON THE REPRESENTATIONS SET FORTH IN SECTION 11. 14. Buyer's Contingencies. Buyer's obligations under this Agreement are contingent on: a. Buyer's determination, based on the inspections described in Section 13 above and any other relevant information, that the condition of the Property is acceptable to Buyer; b. Buyer's acquisition of a commitment for financing, acceptable to Buyer in Buyer's sole and absolute discretion, sufficient to permit Buyer or Sportech to construct the Improvements on the Property; c. Buyer's determination, that Buyer will be able to obtain all zoning or rezoning approvals, variances, conditional use permits, operating permits or other federal, state or local approvals or permits (collectively, "Permits") necessary for Buyer's intended use of the property as a manufacturing facility; and d. No taxpayer appealing Seller's Board's decision to approve the sale to Buyer pursuant to the terms of this Agreement within the twenty (20) day time period described in Minnesota Statute Section 469.105, Subd. 3. Buyer must use commercially reasonable efforts to satisfy the contingencies described in Sections 14(a), 14(b) and 14(c) on or before the Date of Closing. If one or more of the contingencies described in Section 14 is not satisfied as of the Date of Closing, Buyer may terminate this Agreement pursuant to the procedures set forth in Section 19. If Buyer does not notify Seller, in accordance with the requirements in Section 19, on or before the Date of Closing that Buyer is exercising one of the contingencies described in this Section 14, Buyer's right to exercise the contingencies described in this Section 14 terminates, and the Parties must proceed pursuant to the other provisions of this Agreement. 15. Seller's Contingencies. Seller's obligations under this Agreement are contingent on: a. No taxpayer appealing Seller's Board's decision to approve the sale to Buyer pursuant to the terms of this Agreement within the twenty (20) day time period described in Minnesota Statute Section 469.105, Subd. 3; and b. The City of Elk River and Sherburne County, having adopted tax abatement resolutions in form and substance acceptable to Seller, and Seller having entered into tax abatement agreements with the City of Elk River and Sherburne County; 2150570v4 7