Res 2015-098/approving a Settlement Agreement by and among Maxwell Water Supply Corporation, the State of Texas (General Land Office), Yarrington Partners, Ltd, Whisper Master Community, L.P., and the City of San Marcos, Texas

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DocuSign Envelope ID: F5C73C42-8DB04400-9F23-71E5885223CO effect, and Maxwell shall accomplish the Dismissal (as described below); provided, however, that in any such event, the City shall still pay Maxwell the Compensation as provided herein. 2. Reimbursement. GLO will pay $75,000 to Maxwell (the "Reimbursement"). The Reimbursement is conditioned on the sale of the GLO Tract and will be accomplished as follows: Within seven days of the closing of the sale of the GLO Tract to Whisper Master Community, L.P., GLO will deliver to counsel for Maxwell a check in the amount of $75,000 made payable to "McGinnis Loehridge, Iolta Trust Account." Maxwell acknowledges GLO is making the Reimbursement to McGinnis Lochridge, Iolta Trust Account, and agrees that, after such delivery, GLO has no obligation to further deliver or distribute any portion of the Reimbursement to Maxwell. This Settlement Agreement is null and void and of no effect if Maxwell does not receive the Reimbursement within sixty (60) days of the Effective Date. 3. Dismissal. Maxwell will dismiss with prejudice the three causes comprising the Litigation (the "Dismissal") within seven days after the earlier to occur of (i) the Charge Limitation Deadline if Maxwell has failed to formally adopt and/ or effectuate the Charge Limitation prior to the Charge Limitation Deadline as required in Section H. Le above, or (ii) the Residential Area is formally recertified to be within Maxwell's CCN, unless a remand of one or more of the causes is required to accomplish the recertification of the Residential Area to Maxwell. Absent a remand, the Dismissal of a cause will be accomplished as follows: Maxwell will file with the applicable court an Agreed Motion to Dismiss and Agreed Order within seven days after earlier date described above or as soon as practicable after full execution of the Agreed Motion to Dismiss and Agreed Order by counsel. The Parties will take any other actions that may be necessary to cause the ultimate dismissal with prejudice of the Litigation, but only after the Residential Area is recertified to Maxwell. The Parties intend that the Residential Area will be recertified to Maxwell and that the remaining portions of the Decertified Area will be or will remain decertified from Maxwell's CCN and become part of the City's water service area and agree to reasonably cooperate and to take such further actions as necessary to effectuate this intent. 4. Successors and Assigns. The Parties agree the restrictions, covenants, conditions, rights, and obligations set out in Section II.1 of the Settlement Agreement shall run with the real property identified as the Residential Area and shall be binding on all parties having or acquiring any right, title, or interest in the Residential Area or any part thereof, and shall inure to the benefit of each owner thereof. The Parties agree to execute and file a Memorandum of Agreement in the Real Property Records of Hays County in the form attached as Exhibit F. All of the Parties agree to execute a recordable release of such Memorandum of Agreement requested by any subsequent owner of all or any portion of the Residential Area upon satisfaction of the terms of this Settlement Agreement, The Developer shall have the right to assign the rights and obligations of this Settlement Agreement to any subsequent owner or all or any portion of the Residential Area, and upon such assignment, shall be relieved of any obligations hereunder so long as the assignee assumes all of the assignor's obligations in this Settlement Agreement. 5. Mutual Release. By execution of this Settlement Agreement, in exchange for the Reimbursement and Dismissal and other consideration described herein, save and except for the 6