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Exhibit A <br /> SUBSIDY AGREEMENT <br /> The City of Elk River, Minnesota, 13065 Orono Parkway, Elk River, MN 55330-5600, <br /> (the "City"), the Economic Development Authority of the City of Elk River, 13065 Orono <br /> Parkway, Elk River, MN 55330-5600, (the "EDA") and G.D.O., Inc. d/b/a Gradient <br /> Technology, a Minnesota corporation, 8744 W 35W Service Drive #A, Blaine, MN, 55449 <br /> ("Gradient") agree that Gradient and its affiliate, Badger Ventures, LLC ("Badger") have <br /> received assistance which is a "Business Subsidy" as defined by the City of Elk River Micro <br /> Loan Policy and Minnesota Statutes, Sections 116J.993 through 116J.995 (the "Subsidy Law"), <br /> and is subject to the provisions thereof, including without limitation,job creation goals, reporting <br /> requirements, five year commitment by Gradient, and repayment of the subsidy if Gradient is in <br /> default under this agreement. <br /> Accordingly, it is agreed: <br /> (1) The amount of the "Business Subsidy" is the total of approximately $72,778 of <br /> tax abatement assistance from the City to Badger and the $100,000 City Micro Loan, sub-prime <br /> financing,to Gradient. <br /> (2) The public purposes of the subsidy include job creation and enhancement of the <br /> 11111 <br /> City's industrial tax base. <br /> (3) The goals of the subsidy include the above public purposes, the construction by <br /> Badger of an approximately 13,000 square foot light manufacturing facility to be located in the <br /> City(the "Project") and the retention of the Project for at least five years after the "Benefit Date" <br /> of the Project, as defined in the Subsidy Law,which is hereby determined to be the date Gradient <br /> occupies the Project. Gradient represents that the Business Subsidy is needed in order to induce <br /> Badger to complete the Project in the City of Elk River. <br /> (4) Gradient represents that it currently has in the State of Minnesota 7 full-time <br /> equivalent permanent employees and agrees to meet the following goals (the "Goals"): it will <br /> create at least 5 full-time equivalent jobs in connection with the development of the Project at a <br /> direct hourly wage of at least$15.00 per hour within two years from the "Benefit Date". <br /> (5) If the Goals are not met, Gradient agrees to repay to the EDA and the City all or a <br /> part of the Business Subsidy theretofore paid to Gradient and Badger by the EDA and the City, <br /> plus interest ("Interest") set at the implicit price deflator defined in Minnesota Statutes, Section <br /> 275.70, Subdivision 2, accruing from and after the Benefit Date, compounded semiannually. If <br /> the Goals are met in part, Gradient will repay a portion of the Business Subsidy (plus Interest) <br /> determined b y multiplying the B usiness S ubsidy b y a fraction, the numerator o f which i s the <br /> number of jobs in the Goals which were not created at the wage level set forth above and the <br /> denominator of which is 5 (i.e. number of jobs set forth in the Goals). <br /> • (6) Gradient agrees to continue operations of the Project for at least five (5) years <br /> after the Benefit Date. <br /> 1630424v2 A-1 <br />