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APPENDIX A <br />FORM OF DEVELOPER LETTER OF REPRESENTATIONS <br />$[PRINCIPAL] <br />CITY OF SAN MARCOS, TEXAS, <br />SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 <br />(TRACE PUBLIC IMPROVEMENT DISTRICT) <br />DEVELOPER LETTER OF REPRESENTATIONS <br />January 15, 2019 <br />City of San Marcos, Texas <br />630 East Hopkins <br />San Marcos, Texas 78666 <br />FMSbonds, Inc. <br />100 Crescent Court, Suite 700 <br />Dallas, Texas 75201 <br />Ladies and Gentlemen: <br />This letter is being delivered to the City of San Marcos, Texas (the "City") and <br />FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase <br />Agreement dated the date hereof (the "Bond Purchase Agreement") for the sale and purchase of <br />the $[PRINCIPAL] "City of San Marcos, Texas, Special Assessment Revenue Bonds, Series <br />2019 (Trace Public Improvement District)" (the "Bonds"). Pursuant to the Bond Purchase <br />Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell <br />to the Underwriter the Bonds. In order to induce the City to enter into the Bond Purchase <br />Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City <br />and the purchase of them by the Underwriter, the undersigned, Highpointe Trace, LLC, a <br />California limited liability company (the "Developer"), makes the representations, warranties, <br />and covenants contained in this Developer Letter of Representations. Unless the context clearly <br />indicates otherwise, each capitalized term used in this Developer Letter of Representations will <br />have the meaning set forth in the Bond Purchase Agreement. <br />1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds <br />represents a negotiated transaction, the Developer understands, and hereby confirms, that the <br />Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its <br />capacity as Underwriter of the Bonds for its own account. <br />2. Updating of the Limited Offering Memorandum. If, after the date of this <br />Developer Letter of Representations, up to and including the date the Underwriter is no longer <br />A-1 <br />4158-2138-4984.4 <br />