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AFTER RECORDING RETURN TO: <br />Carey Gunn Venditti, Esq. <br />(OLA <br />Jennifer Cook Purcell, Esq. <br />DLA PIPER LLP (US) <br />401 Congress Ave., Ste 2500 <br />Austin, Texas 78701 <br />carey.vendittl@cilapiper.com <br />ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT <br />This ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT ("Assignment") Is executed by <br />Carma Paso Robles LLC, a Texas limited liability company ("Carma"), and Kissing Tree Master Community, <br />Inc., a Texas nonprofit corporation (the "Association"), to be effective as the 2 day of October <br />2017 the "Effective Date"). <br />RECITALS <br />A. City of San Marcos, Texas, a municipal corporation and home -rule city of the State of <br />Texas (the "City") and Carma have executed a License Agreement dated March 17, 2017 (the "License <br />Agreement") to evidence their agreement regarding Carma's plans to install and maintain Improvements <br />within the City's public right-of-way. <br />B. Pursuant to Section 14 of the License Agreement, Carma may assign the License <br />Agreement to the Association with the prior written consent of the City. Such written consent is attached <br />hereto and incorporated herein. <br />C. Carma now wishes to assign and transfer to the Association all of its rights, title and <br />interests in and to the License Agreement, and the Association has agreed to accept such assignment <br />and assume all of Carma's obligations with respect to the License Agreement from and after the Effective <br />Date. <br />NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are <br />hereby acknowledged, Carma and the Association agree as follows: <br />1. Transfer and Assienment of Carma's Rights. Carma does hereby grant, sell, set over, <br />transfer and assign the License Agreement to the Association, Its successors and assigns, without <br />recourse or warranty, express or Implied, and all of Carma's rights, title, interest, powers, privileges, <br />benefits and obligations under the License Agreement (the "Assigned Rights"). <br />2. Exceptions to Comeva e. Any and all currently existing encumbrances and exceptions <br />or matters existing of record as of the date hereof, but only to the extent they affect or relate to the <br />License Agreement shall hereby be deemed exceptions to the conveyance contemplated herein. <br />3. Assumption and Indemnification. By its acceptance hereof, the Association hereby <br />assumes and agrees to perform all obligations arising from and relating to Carma's rights, title, interest, <br />