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BUSINESS SUBSIDY AGREEMENT This Business Subsidy Agreement (this "Agreement") is made as of the day of September, 2009, between the City or Ramsey, Minnesota, a Minnesota municipal corporation (the "Grantor") and Sophia -Ramsey, LLC, a Minnesota limited liability company, (the "Recipient"). In order to satisfy the provisions of Minnesota Statutes, Sections 116J.993 through 166J.995 (the "Act"), the Recipient acknowledges and agrees as follows: 1. Description of the Business Subsidy. (a) The Project. The Recipient will be undertaking the following project within the Grantor's area of operation: The renovation/building improvements of 7900 Sunwood Drive, STE 100-400, Ramsey, MN 55303 and related site improvements in order to establish a restaurant, as defined herein (the "Project"). (b) Type of Business Subsidy. The Business Subsidy consists of the following assistance to the Recipient for the Project: Below market, forgivable loan to finance the Sewer Access Charges ("SAC") and Water Access Charges ("WAC") associated with the restaurant build -out for the Project (the "Business Subsidy"). (c) Amount of the Business Subsidy. The amount of the Business Subsidy granted to the Recipient under this agreement has a value of $209,863.00. This is based upon a $209,863.00 below market loan related to financing the SAC and WAC associated with the restaurant build - out for the Project. 2. Public Purpose for the Business Subsidy. The public purpose of this Business Subsidy is to: (a) To increase the number and diversity of jobs that offer stable employment and attractive wages and benefits. (b) To enhance and diversify the City's economic base. (c) To encourage unsubsidized private development. 3. Why the Business Subsidy is needed. The Business Subsidy is needed because the costs associated with the SAC and WAC for the project make a potential restaurant project economically unfeasible. A lease agreement with a restaurant tenant and the Recipient could not be reached without this Business Subsidy. 4. Job and Wage Goals for the Business Subsidy. Recipient agrees to create at least 15 full time equivalent jobs and a wage rate at least equal to or exceeding the rate outlined in the adopted business subsidy policy within two years of the benefit date. Following a public hearing the Grantor may determine that the creation or retention of jobs is not a goal of providing the Business Subsidy and the wage and job goals for the Business Subsidy are then set at zero.