FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS

FIRST AMENDMENT

TO

REAL ESTATE PURCHASE AND SALE AGREEMENT

WITH ESCROW INSTRUCTIONS

         THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE

AGREEMENT WITH ESCROW INSTRUCTIONS ("Amendment") is made and entered into as of February 23, 2021, and constitutes an agreement between PERMA-PIPE INC., a Delaware corporation ("Seller"), and WINKLER PROPERTIES, LP, a California limited partnership ("Buyer"), with reference to the following:

Agreement with Escrow Instructions dated January 22, 2021 ("Agreement"), pursuant to which Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller, that certain real property located at 1310 Quarles Dr., Lebanon, Tennessee, comprising assessor's parcel number 095058G A 00200, as more particularly described in the Agreement and Title Commitment ("Property").

         NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows:

1.    Definitions. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

2.    Cover Page. The cover page of the Agreement is hereby amended by replacing "<Perma-Pipe>" with the following Real Property description:

"APN: 095058G A 00200

Commonly known as

1310 QUARLES DR, LEBANON, TN 37087-2551"

3.    Escrow Agent and Title Company. The definitions for Escrow Agent and Title Company in Section 1 of the Agreement are hereby amended to reflect "Fidelity National Title Insurance Company through its local office in Newport Beach, California".

4.    Price. Section 3 of the Agreement is hereby amended and replaced with the following:

"The total Purchase Price to be paid by Buyer to Seller for the Property shall be the sum of Ten Million Four Hundred Thousand Dollars ($10,400,000.00), subject to adjustments, credits and prorations as set forth in this Agreement. Upon the Closing, Seller acknowledges and agrees to pay to Core Realty

Holdings Mgmt., Inc. an acquisition fee in the sum of Four Hundred Thousand

Dollars ($400,000.00) from Seller's Closing proceeds."

5.    Closing. The first sentence of Section 17 is hereby amended and restated as follows:

"The purchase and sale of the Property shall be consummated on a date, mutually agreed upon by Seller and Buyer (the “Closing”), which is on or before April 15, 2021 (the “Outside Closing Date”)."

6.    Buyer's Title Notice. Section 8(a)(ii) of the Agreement is hereby amended such that Buyer's Title Notice must be delivered to Seller within ten (10) business days following the receipt by Buyer of the Title Commitment and all underlying exception documents.

7.    Survey. Section 8(a)(vii) of the Agreement is hereby amended such that Buyer shall have until the earlier of (A) ten (10) business days after its receipt of the Survey or (B) the Contingency Expiration Date to deliver an additional Buyer’s Title Notice with respect to any matter that is shown on the Survey.

8.    Costs. Section 12(b) of the Agreement is hereby amended by deleting item (ii).

9.    Seller's Representations and Warranties. The following representations and warranties are added to the end of Section 15(b) of the Agreement:

"(xvi) Neither Seller nor, to Seller’s knowledge, any other third party has used, generated, transported, discharged, released, manufactured, stored, or disposed any Hazardous Materials from, into, at, on, under, or about the Property, except as disclosed in the Property Files. To Seller’s knowledge (i) the Property is not in violation, nor has been or is currently under investigation for violation of any

Hazardous Materials law; (ii) there has been no migration of any Hazardous

Materials from, into, at, on, under or about the Property in violation of any Hazardous Materials law; and (c) there is not now, nor has there ever been on or in the Property underground storage tanks or surface or below-grade impoundments used to store, treat or handle Hazardous Materials or debris or refuse buried in, on or under the Property.

Act); and Seller has no knowledge of any facts or circumstances upon which

such a notice could, in good faith, be based (including under any Hazardous Materials law or the American’s With Disabilities Act).

         For purposes of Seller’s representations and warranties in this Paragraph 15(b), the phrases “to Seller’s knowledge” or “to the best of Seller’s knowledge” shall mean the knowledge of the officers of Seller who, after due and careful inquiry, have actual knowledge of the facts and events in relation to or on the basis of which the relevant statements are made.

10.    Notices. Buyer's notice information as set forth in Section 18 of the Agreement is hereby amended and restated as follows:

11.    Insurance Shortfall. Section 20 of the Agreement is hereby amended such that in the event Buyer receives a credit against the Purchase Price pursuant to Section 20, Buyer shall also receive a credit against the Purchase Price equal to the amount of such damage that is not covered by insurance, in addition to any and all other rights set forth in Section 20.

12.    Brokers. Section 21 of the Agreement is hereby amended such that Core Realty Holdings Mgmt., Inc. is also recognized as a broker or finder involved in the contemplated purchase and sale transaction and Seller will pay an acquisition fee to Core Realty Holdings Mgmt., Inc. pursuant to Section 3 of the Agreement.

13.    List of Property Files. Exhibit "F" of the Agreement is hereby amended and restated as attached hereto as Exhibit "F" and incorporated herein by this reference.

14.    Lease. The Lease, as attached to the Agreement as Exhibit "D", is hereby amended and restated as attached hereto as Exhibit "D" and incorporated herein by this reference.

15.    No Further Changes. Except as expressly amended herein, all terms of the Agreement shall remain in full force and effect.

16.    Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

(Signature Page Follows)

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

SELLER:          BUYER:

PERMA-PIPE, INC.,          WINKLER PROPERTIES, LP,

a Delaware corporation          a California limited partnership

By:  /s/ D. Bryan Norwood       By: /s/ Marvin Winkler   

Bryan Norwood, CFO           Marvin Winkler, Managing Partner

     EXHIBIT “D”

LEASE

{Attached Hereto}

EXHIBIT “F”

LIST OF PROPERTY FILES

Buyer’s performance is conditioned upon the Buyer’s approval of the following: All Seller items to the extent those items exist and/or are in Seller’s possession or control