Sales Contract

EX-10.21 5 d578697dex1021.htm EX-10.21 EX-10.21

Exhibit 10.21

Certificate Nr. 1881 /2013 II S

(a1524/59 sf)

Sales Contract

Today, the first of August, two thousand thirteen

- 01 Aug. 2013 -,

the following people appeared before me,

DR. MANUEL STRAßER,

NOTARY IN AUGSBURG,

at the offices in Augsburg, Theaterstraße 8.

 

  1. Mr. Thomas Berger,

born on July 20, 1960, city master builder,

known to me personally,

not doing business in his own name, but rather representing the

City of Gersthofen

(Address: 86368 Gersthofen, Rathausplatz 1)

pursuant to of the power of attorney presented in original and attached to this certificate as a notarized copy and subject to final permission by the City Council for the City of Gersthofen

 

  2. Mr. Rainer Höchsmann,

born on 24/03/1966,

residing for business purposes at 86167 Augsburg, Am Mittleren Moos 41, identified through the presentation of official identification papers with photograph,

not doing business in his own name, but representing

ExOne Holding Deutschland GmbH,

located in Augsburg,

(address: 86167 Augsburg, Am Mittleren Moos 41).

ExOne Holding Deutschland GmbH (in the process of being founded), located in Augsburg, has been established according to a deed certified by Dr. Koch, Notary, in Augsburg (Record Nr. 2293/2013 dated 29/07/13 and notified by Record Nr. 2294/2013 dated 29/07/2013 for registration in the Commercial Register. The registration has not occurred as of this time, so that the matter at hand involves a company in the process of being founded.

As part of the foundation process Mr. Rainer Höchsmann has been appointed by resolution of the shareholders to the position of Managing Director with power of sole representation.

- Certification of representation will occur separately after registration of the company in the Commercial Register. -

The contractual parties are in agreement that the rights and obligations in accordance with this contract are rights and obligations incurred directly by the established Gesellschaft mit beschränkter Haftung (hereafter GmbH, a German form of limited liability company) and will be transferred to such after registration of the company in the Commercial Register.

Reference has been made to the legal obligations and liabilities (personal and several) of the Managing Director and the company prior to incorporation ensuing from legislation and precedence , in particular liability in accordance with § 11 Paragraph 2 of the GmbH Gesetz [German Limited Liability Companies Act] and with reference to the requirement on the correctness of the Managing Director’s assurances that the company is not encumbered by liabilities and to a potential so-called “impairment of assets liability” of the shareholder.

 

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I have reviewed the status of the Registry of Deeds by reviewing the Registry of Deed through electronic means. Additional review of the property files will not be performed.

The participants have made the following declarations:

I.

Status of the Registry of Deed and Other Facts

 

1. Status of the Registry of Deeds

 

a)

The following property within the boundaries of Gersthofen has been entered in the Registry of Deeds for

Gersthofen Folio 11663

Seq. Nr. 26:

in addition to further legally combined plots:

 

Plot Nr. 647/10    Close to Daimlerstraße,
   Building and open space of 14,963 sq. meters

Section I (Owner):

The City of Gersthofen

Section II (miscellaneous encumbrances):

Priority notice of conveyance – limited claim – regarding the partial area of approximately 406 sq. meters from Plot 643, of approximately 4,440 sq. meters from Plot 638 and approximately 24,379 sq. meters from Plot 647 for Wilhelm Ihle

Section III (real encumbrances):

Unencumbered

 

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b)

Furthermore, the following property within the boundaries of Gersthofen has been entered in the Registry of Deeds for

Gersthofen Folio 13389

Seq. Nr. 2:

 

Plot Nr. 647/2    Middle field, farmland of 23,399 sq. meters

The seller, the City of Gersthofen, has acquired the previously designated properties Plot Nr. 647/2 and Plot Nr. 647/6 with a deed of the official notary dated 14/03/2013, Record Nr. 579/2013 II S. Reference was made to the outstanding complete registration.

According to the information provided by the seller, the ownership of the property has been pre-registered and will be unencumbered after completed registration.

 

2. Suspension of Legal Combination

The previously indicated Plot 647/10 has been entered in the Registry of Deeds with other properties as one property in the legal sense.

The suspension of the legal combination with regards to the indicated plot and the registration as an independent property in the legal sense has been granted and

applied for

under its own sequence number in the Registry of Deeds.

 

3. Provisions regarding the Consumer Contract

This contract has been concluded between two companies as defined under law. The special provisions regarding the consumer contract do not apply to this contract.

 

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II.

Sale

The City of Gersthofen

hereafter Seller

shall hereby sell

to

ExOne Holding Deutschland GmbH located in Augsburg

hereafter Purchaser

with all of the rights, obligations and legal components for their exclusive ownership partial areas well known to the contractual parties according to position and extent from the property designated in Section I. 1 to the contractual parties pending official surveying.

In detail, this shall involve the following partial areas within the boundaries of Gersthofen:

 

From Plot Nr. 647/10    approx. 11,791 sq. meters
from Plot Nr. 647/2    approx. 18,228 sq. meters,

thereby, an estimated total of approximately 30,019 sq. meters.

The contractual areas have been identified precisely in blue in the attached site plan in

Appendix 1

Reference is made to the site plan. It has been presented for examination. The site plan reflects the contractual areas according to the information of the contractual parties to scale. Even given significant deviation from the actual size of the indicated area specifications, the contractual object is the area in accordance with to the site plan.

 

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Surveying

The Seller is empowered to apply for surveying by the survey offices of Augsburg immediately. The notary will not be contracted to provide this service.

Movable objects and accessories do not comprise components of the sale.

III.

Sales Price

 

1. Sales Price

The sales price shall amount to:

 

a) EUR 79.93 per square meter of Plot Nr. 647/10, thus preliminarily totaling EUR 942,454.63,

 

b) EUR 88.24 per square meter of Plot Nr. 647/2, thus preliminarily totaling EUR 1,608,438.72,

Thereby, the sales price shall total

EUR 2,550,893.35

in words: two million five hundred fifty thousand eight hundred ninety-three euros and 35/100 cents.

Adjustment of the Sales Price

The contractual parties agree to settle any difference in the area that results from the official surveying in contrast with the area estimated today during the registration of the acknowledgement of the surveying on the basis of the agreed upon price per square meter. Interest shall not be charged for the settlement amount until such becomes due.

 

2. Due Date

The sales price will become due for payment ten days after the transmission of a notification of due date from the notary that:

 

a) the permission of the City Council for the City of Gersthofen has been presented regarding this contract,

 

b) The priority notice of conveyance has been entered in the Registry of Registry of Deeds after any other rights appointed with the agreement of the Purchaser.

 

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3. Account

The sales price must be paid to the following account for the City of Gersthofen:

 

Banking institution:    Kreissparkasse Augsburg
Account number:    175 216
Bank identification code:    720 501 01.

 

4. Event of Default

If the Purchaser does not make payment by the due date, they shall immediately be considered in default without benefit of dunning notices. From that point in time, the fiscal amount owed shall bear interest at the rate of eight percent annually above the respective base interest rate. The right of the Seller to prove a higher amount of damages and miscellaneous rights in the event of default shall not be affected thereby.

 

5. Submission to Foreclosure

The Purchaser shall submit to immediate foreclosure due to the existing obligations of payment of the sales price. The notary has been authorized to issue a copy of the deed capable of enforcement without proof of the due date or other facts. The burden of proof shall remain unaffected thereby.

 

6. Collaboration in Financing

The Purchaser declares that they will not register any liens on the property before transfer of ownership. They will not require any such power of attorney from the Buyer.

 

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IV.

Repayment Contract

In addition to the sales price, the Purchaser shall be obligated to refund the following fees:

 

a) Infrastructure Development Fee

The cost for the development of infrastructure for the Daimlerstraße property (west of the railroad tracks) shall be redeemed by an amount of EUR 7.00 per sq. meter of property.

 

b) Fee for Compensation of Ecologically Protected Areas

The fee for compensation for the ecologically protected areas will be redeemed by an amount of EUR 4.76 per sq. meter of property.

 

c) Drain Installation Fee (drainage facility)

 

  aa) The fee for the creation of drains with regards to the property area as well as the so-called nominal floor-space area (one quarter of the area of the property or approximately 4,557 sq meters) has already been paid for the partial area of approx. 18,228 sq. meters of Plot Nr. 647/2.

 

  bb) The fee for the creation of drains will be redeemed by an amount of EUR 4.48 per sq. meter of property area from Plot Nr. 647/10 with an approximate area of 11,791 sq. meters.

The redemption of the fee for the installation of drains (amount in accordance with the BGS-EWS Committee of the City of Gersthofen dated 18/12/2009 was determined to be EUR 2.56 per sq. meter of property area as well as EUR 7.67 per sq. meter of floor-space area) takes into account the area of the property indicated above, as well as the so-called nominal floor-space area calculated as one quarter of the property area (one quarter of the property area. or 2,947.75 sq. meters), because of the currently undeveloped property which is capable of development.

 

  cc) Obligations for additional fees for communal waste water treatment will arise in the event of development of the respective properties, should such development exceed the floor-space area indicated in aa) through cc), which must be borne by the Purchaser in accordance with the BGS-EWS Committee resolution valid at that point in time.

 

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d) Fee for Waterline Network (public water supply)

 

  aa) The fee for the public water supply with regards to the property area as well as the so-called nominal floor-space area (one quarter of the area of the property or approximately 4,557 sq meters) has already been paid for the partial area of approx. 18,228 sq. meters of Plot Nr. 647/2.

 

  bb) The fee for the public water supply will be redeemed by an amount of EUR 3.83 per sq. meter (including VAT at the reduced rate of 7 percent) for Plot Nr. 647/10 with an approximate area of 11,791 sq. meters.

The redemption of the fee for the public water supply (amount in accordance with the BGS-WAS Committee of the City of Gersthofen in its most recently modified edition dated 25/10/2001 was determined to be EUR 2.56 per sq. meter of property area as well as EUR 4.09 per sq. meter of floor-space area (excluding VAT at the reduced rate of 7 percent) takes the area of the property indicated above, as well as the so-called nominal floor-space area calculated as one quarter of the property area (one quarter of the property area is 2,947.75 sq. meters) because of the currently undeveloped property which is capable of development, into account.

 

  cc) Obligations for additional amounts for public water supply will arise in the event of development of the respective properties, should such development exceed the indicated floor-space area indicated in aa) through bb), which must be borne by the Purchaser in accordance with the BGS-WAS Committee resolution valid at that point in time.

 

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The total amount for said redemption with regards to Plot Nr. 647/10 amounts to EUR 20.07 per sq. meter of property area, thus given the property area of 11,791 sq. meters would total:

EUR 236,645.37 €

in words: two hundred thirty-six thousand six hundred forty-five euros and 37/100 cents.

The total amount for said redemption with regards to Plot Nr. 647/2 amounts to EUR 11.76 per sq. meter of property area, thus given the property area of 18,228 sq. meters would provisionally total:

EUR 214,361.28

in words: two hundred fourteen thousand three hundred sixty-one euros and 28/100 cents.

The costs for building and property connections are not the object of this agreement. Such shall be borne by the owner of the property pursuant to the city statutes under the direction of the owners.

The estimated total fees shall be due and payable with the sales price to the account for the City of Gersthofen indicated above.

The contractual parties shall be obliged to settle any difference in the area that results from the official surveying in contrast with the area estimated during the registration of the acknowledgement of the surveying on the basis of the agreed upon price per square meter. Interest shall not be charged for the settlement amount until such becomes due.

The Purchaser shall submit to the immediate foreclosure due to the existing obligations of payment. The notary has been authorized to issue a copy of the certificate capable of enforcement without proof of the due date or other facts. The burden of proof shall remain unaffected thereby.

 

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V.

Transfer of Ownership

The rights of ownership, usages and public encumbrances and taxes, street obligations as well as all risks shall be transferred as of the

date of payment of the sales price, including

fees in accordance with Paragraph IV

to the Purchaser.

Insurance premiums, taxes and miscellaneous amounts, which the Seller has paid after the date of the transfer of ownership, shall not be recompensed.

According to information provided by the Seller, the contractual object is neither rented nor leased.

VI.

Liability for Legal and Factual Defects

 

1. Legal Defects

To the extent not otherwise agreed upon in this contract, the Seller shall be liable for the legal freedom of the contractual object from all encumbrances entered in the Registry of Deeds and obligations under private law.

With regards to the conveyance of priority notice entered in Section II, it must be clarified that the contractual object divested today does not affect the notified areas.

 

2. Factual Defects

The Purchaser has viewed the contractual object. They are purchasing it in its present condition, as it stands.

 

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Claims and purchaser’s rights because of material defects shall be excluded. Such shall apply for material defects of all types such as: area dimensions, soil properties, value, suitability and capability of development as well as the condition of the contractual object.

The Seller declares that no hidden material defects are known to them. Guarantees for the properties of the contractual object shall not be assumed.

The liabilities for premeditation or malice and claims for damages from the loss of life, limb and health or culpability shall be excluded from such.

The Seller’s liability for future deterioration to the date of the transfer of ownership shall remain unaffected.

The notary has instructed the Purchaser that no claims for any defects against the Seller can be made on the basis of this agreement.

The existing documents for the property (such as plans and permits) shall be transferred to the Purchaser.

Contamination

The Seller declares that harmful changes in the soil as defined in § 2 III of the Bundes-Bodenschutzgesetz (German Federal Soil Protection Act, BBodSchG) and/or hazardous waste as defined in § 2 V of the BBodSchG or in accordance with the BayBodenSchG (Bavarian Soil Protection Act) are not known to them on the contractual property.

VII.

Priority Notice: Obligation of Conveyance

 

1. Priority Notice

In order to ensure the purchaser’s right to transfer of title, the following issues are hereby authorized and

applied for:

 

a) Entry of a priority notice in the Registry of Deeds

 

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b) Limitation of the priority notice to the partial areas being sold and deletion of the remaining areas with execution of the proof of continuation in the Registry of Deeds

 

c) Deletion of the priority notice step by step with exercise of the conveyance, assuming that no intermediate entries without the agreement of the authorized parties have been made.

 

2. Obligation of Conveyance

The contractual parties shall be obliged to declare and accept the conveyance of the contractual object as soon as the sales price and the total fees in accordance with Paragraph IV including potential default interest has been paid and the official results of surveying have been presented.

 

3. Power of Attorney

The contractual parties shall hereby issue a

Power of Attorney,

to the Seller under waiver of the limitations of § 181 of the BGB to declare and accept the conveyance of the contractual object and to surrender all declarations necessary for the execution of this contract and to apply for all permits.

The power of attorney may only be exercised before the Notary, Dr. Bernhard and/or Dr Straßer or their duly authorized representative in Augsburg.

VIII.

Further Provisions

 

1. Development Costs

All costs and fees for development facilities in accordance with the Baugesetzbuch (German Federal Building Code) and the Kommunalabgabengesetz (German Municipal Taxation Code), which might be invoiced from the date of this contract shall be borne by the Purchaser.

The resolution agreement with regards to the development costs shall be governed as above in Paragraph IV.

 

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2. Permits

An official permit is not required for this contract.

 

3. Preparation for Construction

The Seller hereby issues a

Power of Attorney,

to the Purchaser to surrender all declarations and perform all acts necessary and serving the purpose of preparation of the contractual object for construction. The power of attorney shall include everything that is necessary and beneficial for the planning and effecting of the construction permit, in particular:

 

•   right of entry to the property or to permit such for preparation for construction and to inspect the soil,

 

•   to make preliminary applications and construction permit applications, to request the agreement of the neighbors and to effect legal means for acquiring a construction permit,

 

•   to apply for miscellaneous official permits and certifications of all types.

The Purchaser shall however be liable to the Seller for any costs and that no factual or legal disadvantages shall arise for the Seller given a potential rescinding of the contract. The power of attorney shall only be revocable for good cause.

 

4. Assurance

The City of Gersthofen assures that this sale is not being made below value.

 

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IX.

Contract for Services

The notary shall be contracted and authorized:

 

•   to apply for and withdraw applications and surrender declarations of all types,

 

•   to obtain and to accept permits. Permits will count as applicable and legally effective when received by the notary,

 

•   to take legal measures.

X.

Expenses, Copies

 

1. Expenses

All expenses arising from this contract and its execution, the costs of surveying and demarcation, the cadastral update, the acknowledgement of surveying and conveyance and their execution and the land transfer taxes shall be borne by the Purchaser.

 

2. Copies

The following parties shall receive copies of this certificate:

 

•   Notarized Copies:

The contractual parties

The Office of the Registry of Deeds for the Jurisdiction of Augsburg

 

•   Simple Copies

The Land Transfer Office of the Finanzamt (Financial Ministry) for the Augsburg

The Committee of Valuation Experts for the County of Augsburg

XI.

Comments

The participants have been specially informed that:

 

•   All agreements must be properly and completely certified by a notary. Undocumented agreements shall be null and void and may lead the declaration of the contract as invalid.

 

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•   Ownership shall only be transferred by registration in the Registry of Deeds and such may only occur when any required permits have been issued, the tax clearance certificate from Finanzamt shall be presented, the surveying has been conducted, the results of the surveying have been documented in a subsequent deed, the conveyance has been declared and all costs have been paid.

 

•   The owner entered in the Registry of Deeds becomes liable for public encumbrances and taxes and any potential development costs.

 

•   Both contractual parties become liable for the costs with the court and the notary and the land transfer tax.

 

•   Any services in advance made by one side are based on trust of the other party. Possibilities for security have been discussed in detail.

 

•   The notary has not provided any tax consulting services. Such have also not been issued to him.

XII.

Right of Repurchase

The City of Gersthofen shall retain a

right of repurchase

for the contractual object in accordance with legal provisions for the event that:

 

a) the current Purchaser or their individual or joint successors have not made a complete application for the construction of a production or office building or, to the extent a building permit is not required in accordance with the Bayernbauordnung (Bavarian building code, BayBO), have not submitted the documents required for the permit approval process by the City of Gersthofen within two years from the transfer of ownership and/or

 

b) the current Purchaser has not begun building construction at least one year after the issuance of the building permit without significant restrictions or side provisions or one year after uncontested submission of the documents for the permit approval process.

 

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The written form shall be required to exercise the right of repurchase. The repurchase price shall be the current sales price including the total fee amounts in accordance with Paragraph IV of this document. It shall be due for payment after the unencumbered transfer of ownership in the Registry of Deeds. Interest for the interim period may not be demanded. Furthermore, the City of Gersthofen shall not be required to make compensation for any increase in value occurring in the interim period or planning expenses or construction measures already underway.

The current Purchaser hereby irrevocably authorizes the City of Gersthofen and their representatives under waiver of the limitations of § 181 of the BGB to declare and to accept the conveyance and surrender all declarations and authorizations as well as make applications that shall be required and serve the purpose of the conclusion of the right of repurchase as exercised.

To secure the claim by the City of Gersthofen to the right of repurchase, the participants shall

authorize

the entry of a

priority notification pursuant to § 833 of the BGB

on the contractual object to the benefit of the City of Gersthofen, if necessary with the correct description after the surveying, with first ranking in the Registry of Deeds. The application for entry and the description of the encumbered property ownership shall occur as part of the surveying acknowledgement and conveyance associated with this contract.

The costs and expenditures arising with the exercise of the right of repurchase and the cancellation (of the priority notification), as well as any potential land transfer tax arising thereof, shall be borne by the current Purchaser. For the remainder, the legal provisions for repurchase shall apply.

 

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Plan presented for review,

read aloud by the notary,

approved by the participants

and signed by their own hands.

 

(signature Berger)
(signature Höchsmann)
(signature Dr. Straßer)

 

 

(stamp Dr. Manuel Straßer,

Notary in Augsburg)

   

 

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