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SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Seventh Amendment lo Purchase and Sale Agreement (this "Seventh Amendment ") is made this day /S WifarjhrzikA22015, by and between Louisville Mill Site, LLC, a Colorado limited liability company ( "Purchaser ") and City of Louisville, Colorado, a Colorado municipal corporation ( "Seller "). WHEREAS, Purchaser and Seller entered into a Purchase and Sale Agreement dated September 27, 2013; and WHEREAS, Purchaser and Seller previously executed a First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, and Sixth Amendment to the Purchase and Sale Agreement to modify certain dates within the Agreement, and the original agreement as amended by said amendments is hereafter referred to as "the Agreement;" and WHEREAS, Purchaser and Seller desire to further amend the Agreement to modify the provisions thereof regarding the Deposit and delivery of the Purchase Price. All capitalized terms not otherwise defined in this Amendment shall have the definitions accorded to those terms in the Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows: 1. Section 5.2.2 is hereby replaced with the following language: Seller shall execute, have acknowledged and deliver to the Title Company a special warranty deed conveying title to Purchaser to Lot 3, subject only to the Permitted Exceptions free and clear of lease, tenancies and parties in possession, other than lease(s), tenancies and parties in possession pursuant to Section 4.3. The special warranty deed for Lot 3 shall be delivered to Purchaser and recorded only after Purchaser has completed the stabilization Scope of Work for the Grain Elevator structure and received written City Manager approval thereof. The Parties shall arrange for a separate closing on Lot 3 at the time required under this Agreement, and all provisions of this Agreement concerning closing documents and the issuance of the Owner's Policy shall be construed to apply to each closing. See 5.3 for increase in Deposit by Purchaser, and delivery of funds at each closing. 2. Section 5.3 is hereby replaced with the following language: