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into this Incentive Grant Agreement with the Company to award the Company an economic development incentive grant based on the Company's representations concerning job creation and annual income tax revenue generated by the Company; and WHEI2EAS, the Village wishes to authorize an economic development incentive grant ("Incentive Grant") in an amount equal to Thirty Percent (30%) of the Company's income taxes withheld on wages earned at 767 Beta Drive in the Village and/or paid to the Village in excess of Forty-Two Thousand Dollars ($42,000.00) based upon the Company's final net annual payroll during the five (5) calendar years beginning January 1, 2019 and concluding December 31, 2023 ("Term"); and WHEREAS, the MCIC, in its role as the designated agency for the Village, will be the administrator of the Incentive Grant provided by this Incentive Grant Agreement and as the administrator will conduct an annual review and assessment of the Company's compliance with the terms of this Incentive Grant Agreement; and WHEREAS, all income tax revenue considered under this Incentive Grant Agreement will be income taxes withheld and/or paid directly to the Village for wages earned at 767 Beta Drive in the Village and collected and reported by the Regional Income Tax Agency ("RITA") on the Company's final net annual payroll. NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Parties hereby agree as follows: SECTION I- REPRESENTATIONS OF THE VILLAGE The Village makes the following representations: 1. It is a political subdivision, duly organized and validly existing under the laws of the State of Ohio and its Charter. 2. It has performed all acts required of it as a condition to signing and delivering this Incentive Grant Agreement. 3. It is not in violation of any laws of Ohio or its Charter, to an extent that would impair its ability to carry out its obligations under this Incentive Grant Agreement. 4. It has the power to enter into and perform its obligations under this Incentive Grant Agreement. 5. Its Village Council has duly authorized the signing, delivery, and performance of this Incentive Grant Agreement. PreEmptive Solutions LLC_10-31-18 Page 2