ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT BY AND BETWEEN PFLUGERVILLE COMMUNITY DEVELOPMENT CORPORATION AND ESSENTIUM, INC. This Economic Development Performance Agreement (EDPA) is by and between the P?ugerville Community Development Corporation, a Texas Type Economic Development Corporation and Essentium, Inc., a Delaware corporation (?Essentiurn?) and is made and executed on the following recitals, terms, and conditions. The PCDC and may be referred to singularly as ?Party? and collectively as the ?Parties." WHEREAS, the PCDC Board ?nds PCDC is a Texas Economic Development Corporation operating pursuant to the applicable provisions of Texas Local Government Code, as amended, and the Texas Non-Pro?t Corporation Act, as amended; and WHEREAS, the PCDC Board finds ESSENTIUM is a firm committed to creating industrial solutions for the world? top manufacturers and bridging the gap between 3D printing and machining, by commercializing a suite of high technology offerings in the 3D materials and 3D manufacturing machine platform sectors, and by employing a team of materials scientists, chemists, chemical and mechanical engineers, production specialists, global supply chain and sourcing specialists and applications engineers; and WHEREAS, the PCDC Board finds that Project as herein described and carried out is an "Authorized Project? as that term is defined in Chapter 505 of the Texas Local 'Govemment Code, as amended; and WHEREAS, the PCDC Board ?nds that the payment of the incentives described herein are paid as permissible "Project Costs" as that term is de?ned in Chapters 501 and 505 of the Texas Local Government Code, as amended; and WHEREAS, the PCDC Board finds that Project includes the lease of commercial property, causing the purchase, or purchasing, of land, buildings, equipment, facilities, expenditures and improvements that are found by the Board of Directors to be required or suitable for use to promote or develop new or expanded manufacturing and industrial facilities that create or retain primary jobs (defined as a job that is ?available at a company for which a majority of the products or services of that company are ultimately exported to regional, statewide, national or international markets infusing new dollars into the local economy") in accordance with Chapters 501 and 505 of the Texas Local Government Code, as amended; and WHEREAS, the PCDC Board requires that at least one public hearing to be conducted on this Project prior to spending funds in accordance with Section 505.159 of the Texas 1 Local Government Code, as amended; and WHEREAS, the PCDC Board ?nds that this EDPA is conditional in the event the City of P?ugerviile, Texas (City) receives a petition no later than the 60th day after the date notice of this Project was published, which is duly certi?ed and accepted by the City Council, from more than 10% of the registered voters of the City of P?ugerville, Texas, requesting that an election be held before the Project is undertaken in accordance with Section 505.160 of the Texas Local Government Code, as amended; and, WHEREAS, the PCDC Board ?nds that Section 501.158 of the Texas Local Government Code, as amended, requires an EDPA with Essentium providing a schedule of additional payroll or jobs to be created or retained by Essentium?s investment, a schedule of capital investments to be made as consideration for the incentives provided by PCDC in the EDPA, and a provision specifying the terms and conditions upon which repayment must be made should Essentium fail to meet the agreed to performance terms in this and, WHEREAS, the PCDC Board ?nds that this EDPA bene?ts PCDC in accordance with Section 501.156 of the Texas Local Government Code, as amended. WHEREAS, the PCDC Board ?nds that the terms, conditions, and obligations made by PCDC and accepted by Essentium are conditional upon the authority granted by Section 501.073(a) of the Texas Local Government Code (requiring the City Council to approve all programs and expenditures of the PCDC), and accordingly this EDPA is net effective until the City Council has approved this Project in accordance with Texas law. NOW, THEREFORE, for and in consideration of the EDPA, and other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the PCDC and Essentium agree as follows: SECTION 1? RECITALS INCORPORATED The foregoing recitals are hereby incorporated into the body of this EDPA and shall be considered mutual covenants that are part of and which are incorporated within the terms and conditions that are relied upon and bind the Parties. SECTION AND TERM This EDPA shall be effective upon the completion of all of the following: 1. Approval of this EDPA by the PCDC Board; 2. Approval of this EDPA by Essentium; 3. Approval of this EDPA by the City Council of the City of P?ugerville, Texas; in accordance with Texas law; and I 4. All other legal requirements are met in accordance with Texas law as described in the recitals. 5. This EDPA shall have a term of seven years and shall terminate at midnight on the day marking the last day of Year Seven as provided hereafter. 6. Year One of the term shall commence on the date of issuance of the Certi?cate of Occupancy described below and each successive year of the Term shall commence on the anniversary date thereof one year later. SE CT ION OR EQUIPMENT shall mean costs incurred by Essentium for the purpose of transferring personnel, personal property belonging to the company, and equipment from their current locations to the Essentium place of operations in P?ugerville, and may include the costs of preparation for travel, moving, unloading, and setup, and shall include costs incurred by individual employees or members of their households for moving and securing places of residence within the City of P?ugerville, and similar expenses paid for by such employees or members of their household who move to P?ugerville, if those expenses are ?rst reimbursed by Essentium. shall mean a primary job created by Essentium at its place of operations in P?ugeiville fOr which Essentium has been or will be paid the job grant of $2500 by PCDC. An incentivized job may be counted only one time for the purpose of payment of the job grant. shall mean a job as that term is de?ned in Section 501.002 (12), Texas Local Government Code that becomes available at Essentium during the term of this Agreement at which each employee holding such job works a minimum of thirty (30) hours per week, or one thousand ?ve hundred sixty (1,560) hours per year with an average gross salary of at least $75,000.00 per year plus medical bene?ts. shall mean the period of time from the date this EDPA is executed by both parties until September 30, 2019 and is not intended to be a calendar year or 365 days. shall mean the calendar year beginning October 1, 2019 and ending September 30, 2020. shall mean the calendar year beginning October 1, 2020 and ending September 30, 2021. shall mean the calendar year beginning October 1, 2021 and ending September 30, 2022. shall mean the calendar year beginning October 1, 2022 and ending September 30, 2023. shall mean the calendar year beginning October 1, 2023 and ending September 30, 2024. shall mean the calendar year beginning October 1, 2024 and ending September 30, 2025. SECTION PERFORMANCE REQUIREMENTS ESSENTIUM covenants and agrees that while this EDPA is in effect, it shall be obligated to comply with all the terms and conditions of the EDPA and in addition, perform the following obligations: l. Essentiurn shall lease adequate space in the City of P?ugerville for its operations for a minimum of ?ve years and shall secure a Certi?cate of Occupancy from the City of P?ugerville, with occupancy and operations to commence by no later than the last day of April 2019, such place of Operations to be identi?ed as Essentiurn?s headquarters in the State of Texas. 2. Essentium shall provide receipts for the cost of relocation of its employees or equipment re?ecting expenses up to $100,000.00; and 3. During each year of the Term, Essentium shall accomplish the following: A. Year One: 1? ii. Secure and execute a lease agreement adequate for its operations in the City of P?ugerville; Obtain a Certi?cate of Occupancy from the City of P?ugerville for such operations at the site of the leased premises; Invest $1.5 MM in personal property, capital improvements and the lease agreement; iv. Commence operations and continue operating for at least three months; v. Comply with all applicable City of P?ugerville ordinances and regulations; vi. Provide receipts for relocation of employee or equipment expenses of up to and vii. Establish its place of operations in P?ugerville as Essentium?s - headquarters in the State of Texas. B. Year Two: i. Maintain residency in the same or similar leasehold in the City: ii. Bring to or create at least 50 primary jobs in the City; Comply with all applicable City of P?ugerville ordinances and regulations; and iV. Maintain its place of operations as Essentium?s headquarters in the State of Texas. C. Year Three: - i. Maintain residency in the same 01' similar leasehold in the City. ii. Create up to 40 new primary jobs to the City and maintain the 50 primary jobs established in previous years. Comply with all applicable City of P?ugerville ordinances and regulations. iv. Maintain its place of operations as Essentium?s headquarters in the State of Texas. D. Year Four: - i. Maintain residency in the same or similar leasehold in the City. ii. Create up to 30 new primary jobs in the City and maintain the same all incentivized jobs established in previous years. Comply with all applicable City of 'P?ugerville ordinances and regulations. iv. Maintain its place of operations as Essentium?s headquarters in the State of Texas. E. Year Five: i. Maintain residency in the same or similar leasehold in the City. ii. Create up to 30 new primary jobs in the City and maintain all incentivized jobs established in previous year's. Comply with all applicable?City of P?ugerville ordinances and regulations. iv. Maintain its place of operations as Essentium?s headquarters in the State of Texas. F. Years Six: i. Comply with all applicable City of P?ugerville ordinances and regulations. ii. Create up to 20 new primary jobs and maintain all incentiVized jobs established in previous years. Maintain its place of operations as Essentium?s headquarters in the State of Texas. iv. Maintain its place of operations as Essentiurn?s headquarters in the State of Texas. G. Year Seven: - i. Maintain all incentivized jobs established in previous years. ii. Comply with all applicable City of P?ugerville ordinances and regulations. Maintain its place of operations as Essentium?s headquarters in the State of Texas. Annually, Essentium shall provide a report to the PCDC that fully and adequately identi?es the type and number of primary jobs created and maintained during the preceding year in order that the PCDC may verify Essentium?s compliance with the job creation and maintenance requirements described in this Section. In the event that Essentium fails to maintain the number or type of Primary Jobs required in this Section during some or all of any year due to circumstances beyond its control related to attrition or unavailability of qualified employees, Essentium shall include the following with the annual report for that year: I. Explanation of the reasons for failure to meet the primary job requirements; and 2. Copies of all documents reflecting Essentium?s good faith efforts to attract suf?cient employees to fill such primary jobs. SECTION PERFORMANCE REQUIREMENTS The PCDC covenants and agrees that while this EDPA is in effect and so long as Essentium is in full compliance with its obligations thereunder, the PCDC shall to perform the following 1. For Year One: Within thirty (30) days of receiving receipts from Essentium for the cost of relocation of employees or equipment, PCDC shall pay to Essentiurn a reimbursement grants equal to the total of such receipts up to and not in excess of $100,000.00. - 2. For Year Two, PCDC shall pay Essentium a job grant of $2500 per primary job created in the City during that year, not to exceed a total of $125,000. 3. For Year Three, PCDC shall pay Essentium a job grant of $2500 per primary job created in the City during that year, not to exceed a total of $100,000. 4. For Year Four PCDC shall pay Essentium a job grant of $2500 per primary job created in the City during that year, not to exceed a total of $75,000.00. 5. For Year Five, PCDC shall pay Essentium a job grant of $2500 per primary job created in the City during that year, not to exceed a total of $,75.000.00. 6. For Year Six, PCDC shall pay Essentium a job grant of $2500 per primary job created in the City during that year, not to exceed a total of $50,000. 7. PCDC shall pay no incentives to Essentium in Year Seven. 8. All incentives are due and payable each year on or before September 30, provided that Essentium has timely furnished proof of compliance and reports due hereunder. SECTION 6 INCENTIVE PAYMENT AND LIMITATIONS All grants and incentives paid by PCDC under this EDPA shall not exceed $525,000 inthe aggregate ($100,000 relocation grant plus the maximum of $425,000 in employee grants). The employee grant is limited to a maximum of $2500 per job actually created and retained by Essentium as provided in Section 4. In order to receive job grant incentives, all job creation requirements must be met (100 percent) or exceeded; provided, however, that should Essentium fail to meet said requirements but has met at least eighty percent of such requirements, the Board may, at its sole discretion, refrain from enforcing any breach of contract and/or clawback provisions provided within the EDPA. Under no circumstances will PCDC be obligated to make any job creation grant payment to Essentium less than thirty (30) days after Essentium has provided PCDC with complete and satisfactory proof of employment records required for such payment. SECTION Pursuant to Section 501.158 of the Texas Local Government Code, this EDPA must contain terms under which repayment must be made to the PCDC if Essentium does not meet its Performance Requirements and obligations in this EDPA. Therefore, in the event that the items listed below as Section 6 occur, PCDC shall have no obligation to advance, disburse, or pay any ?nancial assistance to Essentium and Essentium shall reimburse PCDC any and all past advances, disbursements, and any other ?nancial assistance provided to Essentium by PCDC, within 30 days of demand, to include interest at ten percent per annum from the date Essentium receives ?nancial assistance, and any and all costs to recover, including attorney's and any expert fees, as provided by law: becomes insolvent, files a petition in bankruptcy (voluntarily or involuntarily) or any similar proceedings, or is adjudged bankrupt; fails to provide PCDC with suf?cient documentation to support any individual incentive within 10 days of demand by fails to perform any of the obligations, terms, or conditions required . under this fails to meet any time requirement under this EDPA. In the event that Essentium fails in any year during the term of this EDPA to maintain the minimum number of Primary Jobs required for that year under Section 4 above, or in the event that such jobs fail to maintain the average minimum gross salary or provision of medical bene?ts required, the amount of incentive to be paid by the PCDC to Essentium for that year shall be reduced by an amount equal to $2500.00 for each number or type of job that is less than the minimum required. The PCDC acknowledges that normal attrition, the availability of quali?ed job candidates or other reasons beyond Essentium?s control may result in Essentium being unable to maintain the minimum number of jobs during particular periods of time and will determine, solely in its own discretion, whether the information provided by Essentium under Section 4 above is suf?cient to justify and waive any temporary failure by Essentium to meet its primary job requirements during that year. SECTION 8 ADDITIONAL PROVISIONS Authority to Execute. PCDC hereby represents and warrants to ESSENTIUM that this EDPA is within its authority and that PCDC has been duly authorized and empowered to enter into this EDPA. ESSENTIUM hereby represents and warrants to PCDC that this EDPA is within its authority and that ESSENTIUM has been duly authorized and empowered to enter into this EDPA. ESSENTIUM acknowledges that the EDPA may be terminated and payment may be withheld if this certi?cation is inaccurate. Mutual Assistance. PCDC and ESSENTIUM will each do all things reasonably necessary and appropriate to carry out the terms and provisions of this EDPA. 8 Access to Financial Information. ESSENTIUM agrees to make its corporate ?nancial information available to PCDC on request, on an annual basis. Financial Information shall include balance sheet, pro?t and loss reports and all ?led Federal Income Tax Returns for the 12 months prior to the date of the request. Any information provided will be reviewed pursuant to a confidentiality agreement to ensure con?dentiality is preserved. Successor and Assigns. This shall be binding upon and inure to the bene?t of the respective legal representatives, successors, assigns, heirs, and devisees of the Parties. Neither Party hereto may assign this EDPA without the'prior written consent of the other Paity hereto. Payment ofDebt 0r Delinquency to the Loeai or State Government. ES SENTIUM agrees that any payments owing to ESSENTIUM under any agreement with the City of P?ugerville may be applied directly toward any debt or delinquency that ESSENTIUM owes the State of Texas, Travis County, Williamson County, the City of P?ugerville or any other political subdivision of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full. Severabilizy. If any portion of this EDPA is held invalid or inoperative, then so far as is reasonable and possible, the remainder of this EDPA shall be given the intent manifested by the portion held invalid or inoperative. The failure by either Party to enforce against the other any term or provision of this EDPA shall be deemed not to be a waiver of such Party's right to enforce against the other Party the same or any other such term or provision. Survival. Any portion of the agreement necessary to enforce the repayment of an incentive (whether a direct payment or third-party grant) shall survive termination of the agreement for the limited purpose of enforcement of the agreement to recover any payment made by PCDC, in accordance with Texas law. I Governing Law. This EDPA shall be governed, construed, applied, and enforced in accordance with the laws of the State of Texas, and shall be performable with venue in a district court in Travis County, Texas. . Third Party Bene?ciaries. This EDPA is not intended to give or confer any benefits, rights, privileges, claims, actions or remedies to any person or entity as a third party bene?ciary, unless speci?cally stated. Amendments. This EDPA may be amended or stippleniented only by an instrument in writing executed by the Party against whom enforcement is sought. Time. Time is of the essence in the performance of this EDPA. Attorney?s Fees. Should any Party employ attorneys to enforce any of the provisions hereof, the Party losing in any ?nal judgment agrees to pay the prevailing 9 Party all reasonable costs, charges and expenses, including reasonable attorneys' fees, expended or incurred in connection therewith. (n1) Notice and Payments. All notices hereunder must be in writing and shall be deemed delivered on the day personally delivered on the third day from the day sent by registered mail or certi?ed mail, return receipt requested with the U.S. Postal Service, or on the day after the day sent by national overnight courier, to the Parties at the following addresses, or at i such other addresses as shall be speci?ed by notice. If notice P?ugerville Community Development Corporation Attention: Executive Director 3801 Helios Way, Suite 130 P?ugerville, Texas 78660 If notice to ES SENTIUM: Essentium, INC Attention: Blake Teipel Pflugerville, Texas- cc: Blake.Teipel@Essentium3 d.com Construction. The Parties acknowledge that the Parties and their counsel-have reviewed and revised this EDPA and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this EDPA or any exhibits or amendments hereto. (0) Counterparr Execution. This EDPA may be executed in any number of counterparts, each of who shall be deemed to be an original, and all such counterparts shall constitute one EDPA. Performance. Performance by PCDC under the EDPA is dependent upon the approval of the City Council of the City of P?ugerville (Council). If the Council fails to approve this EDPA, then PCDC shall issue written notice to ESSENTIUM and PCDC may terminate the EDPA without further duty or obligation hereunder. ESSENTIUM acknowledges that the approval of this document is beyond the control of PCDC. Undocumented Workers. Pursuant to Chapter 2264 of the Texas Government Code, ESSENTIUM certi?es that it will not knowingly employ any undocumented workers. ESSENTIUM further agrees that if the business, or a branch, division, or department of the business, is convicted of a violation under 8 U.S.C. Section 1324a(t), ESSENTTUM shall repay the amount of the public subsidy with interest, at the rate of ten percent per annum ?om the date this EDPA is entered into, not later than the 120th day after the date the public agency, state or local taxing jurisdiction, or economic development corporation noti?es the business of the violation. 10 Information Establishing Compliance. ESSENTIUM shall provide all information requested by PCDC establishing compliance with this EDPA Within thirty (30) days of written request. DATED this 28th day of September 2018. [signatures folZow] ll