Purchase and Sale Agreement, dated as of April 20, 2018 entered into by and between Christopher & Banks Company and 2400 Xenium, LLC

Real Property. The "Real Property" is collectively, (1) the land (the "Land") located at 2400 Xenium Lane North, Plymouth, Hennepin County, Minnesota and legally described on the attached Exhibit A; (2) all buildings, structures, facilities, utilities, installations and other improvements constructed or located on the Land and all building systems and all fixtures attached thereto (collectively, the "Buildings"); and (3) all easements and rights benefiting or appurtenant to the Land.

Personal Property. Equipment that is not considered fixtures that is integrated into or a component part of one or more Building systems related to the Real Property, such as HVAC systems and facilities, electrical and mechanical systems and facilities, generators, life-safety systems, fire suppression and alarm systems, security systems, Building communication systems and facilities, and lighting systems and facilities (collectively, the "Personal Property"). Personal Property shall not include Tenant’s Equipment (as such term is defined in the Lease-Back Lease).

Permits, Warranties, and Plans. Seller’s interest in the following items, if any: (i) all permits and licenses relating to the ownership of the Property (collectively, the “Permits”); (ii) all warranties and guaranties relating to the ownership of the Property (collectively, the “Warranties”); and (iii) any as-built drawings, site plans, and architectural plans and specifications for the Landlord and Building, as may be in the possession of Seller (collectively, the “Plans”).

$175,000, as earnest money (together with all interest earned thereon, the "Earnest Money"), which Earnest Money will be held by Old Republic National Title Insurance Company (the "Title Company") in an interest-bearing escrow account, at the sole cost of Buyer, pursuant to a commercially reasonable escrow agreement among Seller, Buyer and the Title Company (to be executed and delivered concurrently herewith), to be deposited into such escrow account by Buyer within three (3) business days after the execution and delivery by the parties of this Agreement. Buyer’s deposit of the Earnest Money with the Title Company within three (3) business days after the execution and delivery by the parties of this Agreement is a condition precedent to the effectiveness of this Agreement, and this Agreement is of no force or effect until the foregoing condition precedent is either satisfied by Buyer’s deposit of the Earnest Money as aforesaid, or by Seller’s written waiver of this condition precedent in its sole and absolute discretion. Seller may rescind its execution of this Agreement if Buyer fails to satisfy the foregoing condition precedent as required by this Section 2.1.

The balance of the Purchase Price by wire transfer of U.S. Federal Funds to be received in the Title Company's trust account on or prior to the Closing Date.

Buyer acknowledges and agrees that the Earnest Money is non-refundable to Buyer except, and that Buyer is only entitled to receive a refund of the Earnest Money, under any one or more of the following conditions:

Buyer’s termination of the Agreement under Section 4.1;

Buyer’s termination of this Agreement under Section 9.1;

Buyer’s termination of this Agreement under Section 9.2; or

Buyer’s termination of the Agreement under Section 16.2.

Title Matters.

Seller’s Title Evidence. Buyer acknowledges receipt of a title commitment File No. ORTE744592 with an effective date of December 17, 2017 (“Title

Buyer’s Title Proforma. Buyer acknowledges and agrees that it has reviewed the Title Evidence prior to signing this Agreement and that it accepts the Survey and those matters, documents and exceptions identified on Schedule B of the proforma title policy attached hereto as Exhibit D (the “Proforma Title Policy”); provided that the Survey may be revised to include additional parties to the certification prior to Closing.

Seller's Closing Documents. On the Closing Date (unless set forth to the contrary below), Seller shall deliver, or caused to be delivered, to Buyer the following (collectively, "Seller's Closing Documents"), all in form and content reasonably satisfactory to Seller and Buyer:

Deed. A Limited Warranty Deed, in the form attached hereto as Exhibit B, conveying the Real Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances hereinafter defined.

Assignment of Permits, Warranties, and Plans and Bill of Sale. An Assignment of Permits, Warranties, and Plans and Bill of Sale, conveying Seller’s interest therein and to the Personal Property, if any, to Buyer, in the form attached hereto as Exhibit C (the “General Assignment”).

FIRPTA Affidavit. A non-foreign affidavit, properly executed, containing such information as is required by Internal Revenue Code Section 1445(b)(2) and its regulations.

Lease-Back Lease. The Lease-Back Lease.

Memorandum of the Lease-Back Lease. A memorandum of the Lease-Back Lease in the form attached to the Lease-Back Lease.

Letter of Credit. The Letter of Credit (as such term is defined in the Lease-Back Lease).

Repair Escrow Agreement. The Repair Escrow Agreement (as such term is defined in the Lease-Back Lease).

Insurance Certificates. Certificates evidencing Seller's (as tenant) liability and property insurance for the Property in accordance with the terms of the Lease-Back Lease.

Well Certificate. A Certificate (or the appropriate notation on the Limited Warranty Deed) signed by Seller and in the form required by Minnesota Statutes Section 103I.235.

Storage Tanks. If the Property contains or contained a storage tank, an affidavit with respect thereto, as required by Minnesota Statutes Section 116.48.

Seller's Affidavit. A seller's affidavit in form and content required by the Title Company and reasonably acceptable to Seller.

SNDA. If required by Buyer’s Lender (as such term is defined in the Lease-Back Lease), if any, an SNDA (as such term is defined in the Lease-Back Lease) in recordable form executed by "Tenant" (defined below) substantially in the form attached hereto as Exhibit F.

Termination of Intracompany Leases. Terminations of (i) that certain Office Lease dated January 29, 2017 (the “Existing Office Lease”) by and between Seller, as landlord, and Christopher & Banks Corporation, as tenant, and (ii) that certain Warehouse and Office Lease dated January 29, 2017 (the “Existing Warehouse Lease”; and collectively with the Existing Office Lease, the “Leases”) by and between Seller, as landlord, and Christopher & Banks, Inc., as tenant.

Subleases. (i) Sublease of the Lease-Back Lease, in substantially the same form as the Existing Office Lease, and (ii) sublease of the Lease-Back Lease in substantially the same form as the Existing Warehouse Lease, with Christopher & Banks Corporation, as sublandlord, and with either or both Christopher & Banks Company and Christopher & Banks, Inc., as subtenant.

Other Documents. All other documents reasonably determined by either or both of the Buyer or the Title Company to be necessary to consummate the purchase, sale and lease-back of the Property as contemplated herein.

Evidence of Authorization. Written consent evidencing the capacity and authority of Seller to enter into this Agreement, consummate the Closing and to enter into and deliver the Seller’s Closing Documents.

Buyer's Closing Documents. On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, "Buyer's Closing Documents"), all in form and content reasonably satisfactory to Seller and Buyer:

Purchase Price. The Purchase Price, by wire transfer of U.S. Federal Funds and less the Earnest Money, to be received in the Title Company's trust account on the Closing Date.

Lease-Back Lease. The Lease-Back Lease.

Memorandum of the Lease-Back Lease. A memorandum of the Lease-Back Lease in the form attached to the Lease-Back Lease.

Repair Escrow Agreement. The Repair Escrow Agreement.

Collateral Access Agreement. A collateral access agreement, in favor of Wells Fargo Bank, National Association (“Seller’s Lender”), permitting Seller’s Lender access to Tenant’s Equipment (as defined in the Lease-Back Lease) in the event of a default under Seller’s loan documents with Seller’s Lender, in the form attached hereto as Exhibit G (the “Collateral Access Agreement”).

General Assignment. The General Assignment.

Certificate of Real Estate Value. A Certificate of Real Estate Value for the Real Property.

Other Documents. All other documents reasonably determined by either or both Seller or the Title Company to be necessary to consummate the purchase, sale and lease‑back of the Property as contemplated herein.

Evidence of Authorization. Written consent evidencing the capacity and authority of Buyer to enter into this Agreement, consummate the Closing and to enter into and deliver the Buyer’s Closing Documents.

Title Insurance and Closing Fee. Seller will pay for search and exam fees charged by the Title Company and Buyer will pay for the premiums required for the issuance of a standard and customary owner's title insurance policy (including any endorsements) desired by Buyer. Seller and Buyer shall each pay one-half (1/2) of

Deed Tax. Seller shall pay all state deed tax regarding the Limited Warranty Deed and the memorandum of the Lease-Back Lease to be delivered by Seller under this Agreement and recorded as part of the Closing.

Mortgage Tax. Buyer shall pay all mortgage registry tax due in connection with Buyer’s mortgage and any other fees or charges arising from Buyer’s financing.

Recording Fees. Seller will pay the cost of recording the Limited Warranty Deed and the memorandum of Lease-Back Lease and all other documents contemplated by this Agreement that are required to be recorded (other than recording fees and taxes arising from the recording of Buyer's mortgage).

Real Estate Taxes and Special Assessments. To the extent required by applicable Minnesota law, Seller shall pay on or before Closing all of the general real estate taxes and installments of special assessments due and payable prior to Closing and for any period prior to commencement of the tenant's obligations to commence payment under the Lease-Back Lease. Without limiting the foregoing, in all events Seller shall pay all real estate taxes with respect to the Property of any sort due on or prior to Closing if and to the extent necessary so that the owner's title insurance policy to be issued to Buyer at the Closing insures Buyer against any real estate taxes, except those not yet due and payable as of the Closing. After Closing Seller shall pay, as tenant under the Lease-Back Lease, all general real estate taxes and installments of special assessments levied against the Real Property in accordance with the terms of the Lease-Back Lease.

Base Rent. On the Closing Date, Seller shall pay the Base Rent (as such term is defined in the Lease-Back Lease) under the Lease-Back Lease for the period commencing on the Closing Date and ending on the last day of the first full calendar month following the Closing Date, which amount Seller may pay as a credit against the Purchase Price to be paid by Buyer at Closing.

Other Costs. Seller shall pay all other operating costs of the Property in the ordinary course of its business and, if such costs are payable after Closing, Seller shall pay the same, whether as Seller hereunder or as tenant under the Lease-Back Lease in accordance with the terms thereof.

Attorneys’ Fees. Each of the parties will pay its own attorneys' fees, except that a party defaulting under this Agreement or any one or more of Seller's Closing

Brokers' Fees. Seller shall pay all fees, commissions, expenses and other amounts due the Broker (as defined below) arising from the transactions contemplated by this Agreement in accordance with a separate written agreement.

Except as herein expressly stated, Buyer is purchasing the Property based upon its own investigation and inquiry and is not relying on any representations or warranties of Seller or other any party and agrees to accept and purchase the Property "AS IS", "WHERE IS" and "WITH ALL FAULTS", subject to the conditions of examination herein set forth and the express representations and warranties herein contained.

Seller represents and warrants to Buyer now and on the Closing Date as follows:

Existence; Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Seller has the requisite power and authority to enter into and perform its obligations under this Agreement and Seller's Closing Documents. Such documents have been and/or will be duly authorized by all necessary action; such documents

Third Party Consents. No authorizations, consents or approvals of, or filings with, any governmental authority or any other third party is required with respect to Seller for the execution and delivery of this Agreement and the Seller Closing Documents, or the performance of its obligations hereunder or thereunder other compliance with the terms of that certain Credit Agreement by and between Seller and Seller’s Lender with respect to the performance of certain obligations of Seller hereunder, which Seller covenants will be obtained prior to Closing.

Leases. The Property is not subject to any lease, sublease or similar occupancy agreement other than the Leases.

FIRPTA. Seller is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate", as those terms are defined in Section 1445 of the Internal Revenue Code.

Wells. Seller certifies and warrants that, to Seller's Knowledge, Seller does not know of any "Wells" on the described Property within the meaning of Minnesota Statutes Section 103I.235. This representation is intended to satisfy the requirements of that statute.

Sewage Treatment System Disclosure. For the purposes of satisfying any applicable requirements of Minnesota Statutes Section 115.55, Seller discloses and certifies that, to Seller's Knowledge, there is not an abandoned subsurface sewage treatment system on the Property. Further, to Seller's Knowledge, the sewage generated at the Property is managed as follows: the sewage goes to a facility permitted by the Minnesota Pollution Control Agency.

Methamphetamine Disclosure. To Seller's Knowledge, no methamphetamine production has occurred on the Property.

Brokers or Finders. Seller represents to Buyer that it has dealt with no brokers or finders in connection with this Agreement other than Welsh Companies, LLC d/b/a Colliers International (the “Broker”). Seller shall indemnify Buyer for any loss suffered by Buyer to the extent caused by Seller’s breach of its representation set forth in this 7.2.8.

Bankruptcy. No petition in bankruptcy, insolvency, reorganization or rearrangement under any bankruptcy or insolvency law has been filed by or against Seller; no action has been commenced for the appointment of a trustee or receiver of Seller or any of its property; and Seller is not insolvent and has not made an assignment for the benefit of its creditors.

Purchase Rights. No person or entity has any right or option (or right of first offer or right of first refusal) to purchase all or any portion of the Property.

No Default. Seller has not received any written notice stating that either or both Seller or the Property are currently in default beyond applicable cure periods under, or with respect to, any recorded documents affecting or constituting a lien or encumbrance on the Property.

Certain Deliveries. Prior to the date of this Agreement, to Seller’s Knowledge, Seller provided complete copies of the following materials, if any, to Buyer to the extent in Seller's possession or control (collectively, the “Due Diligence Materials”):

Existence; Authority. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Minnesota. Buyer has the requisite power and authority to enter into and perform its obligations under this Agreement and Buyer's Closing Documents, and such documents have been and/or will be duly authorized by all necessary action; such documents are and/or will be valid and binding obligations of Buyer, and are enforceable in accordance with their terms.

FIRPTA. Buyer is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate", as those terms are defined in Section 1445 of the Internal Revenue Code

Bankruptcy. No petition in bankruptcy, insolvency, reorganization or rearrangement under any bankruptcy or insolvency law has been filed by or against Buyer; no action has been commenced for the appointment of a trustee or receiver of Buyer or any of its property; and Buyer is not insolvent and has not made an assignment for the benefit of its creditors.

Third-Party Consents. No authorizations, consents or approvals of, or filings with, any governmental authority or any other third party is required with respect to Buyer for the execution and delivery of this Agreement and its Closing Documents or the performance of its obligations hereunder or thereunder.

Brokers or Finders. Buyer has dealt with no brokers or finders in connection with this Agreement other than the Broker, and has not agreed to pay any amounts to the Broker related to or in connection with this Agreement or with the Lease-Back Lease. Buyer shall indemnify Seller for any loss suffered by Seller to the extent caused by Buyer's breach of its representation set forth in this Section 8.5.

Casualty. If all or any part of the Property is damaged by fire, casualty, the elements or any other cause, Seller shall promptly give notice to Buyer, and if the restoration of the Property is reasonably estimated to cost more than $500,000, then Buyer shall have the right, at its option by giving notice to Seller within ten (10) calendar days after the date of the casualty, to either (a) terminate this Agreement, in which event the Earnest Money will be returned to Buyer or (b) proceed to Closing, in which event Seller shall collect its insurance proceeds and restore the Property to substantially the same condition as existing immediately before such casualty. If Buyer fails to timely give such notice to Buyer or if the restoration of the Property is reasonably estimated to be $500,000 or less, then option (b) above will automatically apply.

Condemnation. If eminent domain proceedings are threatened or commenced against all or any substantial part of the Real Property, Seller shall promptly give notice to Buyer, and Buyer shall have the right, at its option by giving notice to Seller within thirty (30) calendar days after the date of Seller's condemnation notice to Buyer, to either (i) terminate this Agreement, in which event the Earnest Money will be returned to Buyer; or (ii) proceed to Closing and Seller will assign to Buyer all rights to appear in and receive any award from such proceedings. If Buyer fails to timely give such notice to Seller, then Buyer is deemed to have elected option (i). For purposes of this Section 9.2 a "substantial part" shall mean a portion of the Property which, if taken in a condemnation, will, in Seller's reasonable opinion, materially interfere with its use, occupancy and quiet enjoyment of the Property, or which in Buyer's reasonable opinion, is likely to materially reduce the value of the Property. If eminent domain proceedings are threatened or commenced against all or any or of the Real Property that is less than a substantial part thereof, the parties will proceed to Closing and Seller will assign to Buyer all rights to appear in and receive any award from such proceedings.

Buyer Defaults. If Buyer defaults under this Agreement, and, if the default is not the failure to pay the Purchase Price at the Closing, and Buyer fails to cure such default within fifteen (15) calendar days (or such reasonably longer period of time if such default is incapable of cure within such fifteen-day period) after receipt of Seller's written notice to Buyer of the default, Seller will have the right to terminate this Agreement after written notice of cancellation as provided under Minnesota Statutes Section 559.21. Upon such termination, Seller will retain the Earnest Money as liquidated damages, time being of the essence of this Agreement. Seller and Buyer agree that Seller's economic detriment resulting from the removal of the Property from the market and the carrying and other costs incurred thereafter and associated therewith, including any costs to be incurred by Seller in order to satisfy the conditions of escrow set forth herein, are impracticable or extremely difficult to ascertain. Seller and Buyer agree that the Earnest Money is a reasonable estimate of such damages in the event of Buyer's failure to perform according to the provisions of this Agreement. Such payment is intended to be liquidated damages and not intended to be a forfeiture or penalty. The termination of this Agreement and retention of the Earnest Money will be the sole remedy available to Seller for default by Buyer, and Buyer will not be liable for damages or specific performance. Seller and Buyer acknowledge and agree that any liability of Buyer to Seller under the indemnities provided for in Sections 3.1.3 and 8 hereof will not be limited by this liquidated damages provision.

Seller Defaults. If Seller defaults under this Agreement prior to Closing, and Seller fails to cure such default within fifteen (15) calendar days (or such reasonably longer period of time if such default is incapable of cure within such fifteen-day period) after receipt of Buyer's written notice to Seller of the default, Buyer shall, as its sole and exclusive remedy, either: (a) terminate this Agreement and recover the Earnest Money, or (b) seek specific performance of this Agreement by commencing suit therefor within three (3) months after the date of Seller's default.