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MEMORANDUM OF INTENT Dated as of January , 2012 The parties to this Memorandum of Intent ("MOI") are The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a body corporate and politic under the laws of the state of Minnesota (the "HRA"); PSD, LLC, a Minnesota limited liability company ("PSD, LLC"); Anchors Away, Inc., a Minnesota corporation ("Anchors Away"); NAU Holding Company, LLC, a Minnesota limited liability company ("NAU") and Ramsey Professional Center, LLC, a Minnesota limited liability company ("RPC"). PSD, LLC, Anchors Away, NAU and RPC are collectively referred to herein as the "Affiliated Entities." The Ramsey Town Center Community Association, a Minnesota non-profit corporation (the "Association") is a "master association," as defined in Minnesota Statutes Chapter 515B which was organized to exercise certain rights and fulfill certain obligations that the Master Declaration Ramsey Town Center dated August 5, 2005 and recorded on September 15, 2005 (the "Master Declaration") grant to and impose upon the Association. The Master Declaration encumbers much, but not all, of certain property within the City of Ramsey that was originally platted as Ramsey Town Center (the "Property"), and many, but not all of the owners of the property subject to the Master Declaration are members of the Association. The original developer, Ramsey Town Center LLC ("RTC") intended to develop the Property as a mixed use development under the name "Ramsey Town Center," but RTC ultimately defaulted on its development loan, the lender foreclosed and the HRA purchased approximately 150 acres of land from the lender (the "HRA Property"). The HRA Property is legally described on the attached Exhibit A. A portion of the HRA Property is subject to the Master Declaration. To allow the HRA and the Affiliated Entities to each provide for the delivery of services to their respective properties in the manner that each deems most appropriate, the Association, the Affiliated Entities and the HRA agree as follows: 1. This Letter of Intent is not a Binding Agreement. The Affiliated Entities and the HRA recognize and agree that this MOI is not a binding legal agreement. The purpose of this MOI is to evidence the intention of the HRA and the Affiliated Entities to negotiate, in good faith, towards an agreement (the "Agreement") that would include each of the terms set forth below and such other terms as may be mutually acceptable to the parties. This MOI is also intended to provide notice to the Association, the members of the Association, and the City of Ramsey of the intentions of the parties. The parties agree that the agreements set forth below are all interrelated and dependent upon implementation of each other. 2. Termination of Membership in Association. 4412189v6