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Attachment C EXHIBIT E ESCROW AGREEMENT This Escrow Agreement ("Agreement") is entered into this of , 2009, by and among Hagen Ventures, LLC, a Minnesota limited liability company ("Seller"), and the City of Roseville, a municipal corporation ("Buyer"), and ("Escrow Agent"). RECITALS WHEREAS, pursuant to that certain Purchase Agreement, dated (the "Purchase Agreement"), by and between Seller and Buyer, Seller has agreed to sell and Buyer has agreed to purchase certain real property consisting of approximately 1.95 acres in size, located in Ramsey County, Minnesota, as more fully described therein (the "Property"). WHEREAS, Buyer has leased the Property back to Seller pursuant to a Lease Agreement of even date herewith (the "Lease"). Seller is required to surrender the Property to Landlord at the termination of the Lease in the condition required pursuant to Section 13 of the Lease (the "Surrender Condition"; the work required to put the Property in Surrender Condition shall be referred to as the "Surrender Condition Work"). WHEREAS, Buyer may elect to undertake certain environmental investigation or remediation relating to the Property (the "Environmental Work"). NOW, THEREFORE, for and in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby understood and agreed as follows: l. Seller has deposited with Escrow Agent the sum of Sixty Thousand and 00/100 Dollars ($60,000.00) (the "Escrow Funds"), receipt of which is hereby acknowledged, to fund the cost incurred by Buyer for any Surrender Condition Work (if Tenant fails to deliver the Property in the condition required pursuant to Section 13 of the Lease) and/or the cost incurred by Buyer for any Environmental Work. 2. The Escrow Funds will be held by the Escrow Agent in an interest bearing account and disbursed in accordance with the terms and conditions set forth herein. 3. After five (5) business days following delivery to Escrow Agent and Seller of paid invoices for such Surrender Condition Work or Environmental Work, Escrow Agent shall be authorized to disburse from the Escrow Funds an amount equal to the amount paid by Buyer pursuant to said invoices, unless within said five (5) business days Seller objects to such disbursement in writing specifying its reasons therefor. Should Seller so object, Seller and Buyer agree to work together in good faith to resolve their differences with respect to the invoices.