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CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT As of October 14, 2009 (the "Effective Date") this agreement (the "Agreement") is entered into between the City of San Marcos, Texas (the "City"), a Texas municipal corporation, and Grifols Inc., on behalf of and including its subsidiaries (collectively, "Grifols"), a Delaware corporation, duly authorized to conduct business in the State of Texas. The City and Grifols may also be collectively referred to as the "Parties" or individually as a "Party". PART 1. RECITALS Section 1.01. Grifols intends to locate certain business operations in the State of Texas. Section 1.02. Grifols intends to expand such business operations in phases over several years. Section 1.03. Grifols prefers to locate and expand such business operations in the City of San Marcos, rather than elsewhere, and has advised the City that a contributing factor that would induce Grifols to locate and expand the business in the City of San Marcos would be the making of an economic development grant to defray a portion of the overall costs to be incurred by Grifols. Section 1.04. In undertaking the location and expansion of the business, Grifols proposes to construct and/or improve buildings and facilities and add personal property and inventory subject to ad valorem tax assessment and to retain and create new jobs associated with the business on certain real property now owned or to be owned by Grifols. Section 1.05. The City is authorized under Chapter 380 of the Texas Local Government Code ("Chapter 380") to offer certain economic development incentives for public purposes, including the promotion of local economic development and the stimulation of business and commercial activity in the City. Page 1 of 22