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AMENDED AND RESTATED COTTON CENTER DEVELOPMENT AGREEMENT
<br />THE STATE OF TEXAS
<br />HAYS AND CALDWELL COUNTIES
<br />This Amended and Restated Cotton Center Development Agreement (the "Agreement") is between the
<br />CITY OF SAN MARCOS, TEXAS, a home rule city located in Hays County and Caldwell County, Texas (the
<br />"City"); FRANKLIN MOUNTAIN SAN MARCOS I, LP, a Texas limited partnership and Primary Owner under
<br />the Original Development Agreement ("Franklin Mountain"); and WALTON TEXAS, LP, a Texas limited
<br />partnership (a "Primary Owner"), in its capacity as a property owner and in its capacity as operator authorized to
<br />enter into and sign this Agreement on behalf of the Individual Owners (as hereinafter defined), WALTON
<br />SILVER CROSSING LP, an Alberta (Canada) limited partnership ("Walton Silver Crossing"), WALTON TX
<br />AUSTIN LAND LP, an Alberta (Canada) limited partnership ("Walton Austin"), WALTON TX MARTINDALE
<br />LP, an Alberta (Canada) limited partnership ("Walton Martindale"), and WALTON TX MARTINDALE LP 2,
<br />an Alberta (Canada) limited partnership ("Walton Martindale 2") (Primary Owner, Individual Owners, Walton
<br />Silver Crossing, Walton Austin, Walton Martindale and Walton Martindale 2 are collectively referred to herein
<br />as "Owner"). The City and Owner are sometimes collectively herein referenced as the "Parties", and individually,
<br />as a "Party".
<br />RECITALS
<br />A. Owner previously owned approximately 2,358 acres of land located in the extraterritorial jurisdiction of
<br />the City. On December 20, 2016, the City and Owner entered into the Cotton Center Development Agreement
<br />(the "Original Development Agreement) relating to the 2,358 acres of land. Subsequent to the adoption of the
<br />Original Development Agreement, WALTON TX, LP sold an approximately 660 -acre tract of land, as more
<br />particularly described in Exhibit "1" (the "Tract"), to Tack Redwood Partners, a Texas general partnership
<br />("Tack Redwood"), with said Tract being a portion of the Property encumbered by the Agreement. In connection
<br />with the sale of the Tract, WALTON TX, LP, as Primary Owner, assigned certain rights and obligations under
<br />the Development Agreement to Tack Redwood pursuant to the Agreement Regarding Allocation and Partial
<br />Assignment and Assumption of Development Agreement Rights and Obligations, dated December 1, 2021 and
<br />recorded as Document No. 2021-008759 of the Official Public Records of Caldwell County, Texas (the "Walton
<br />Assignment"). Pursuant to the Walton Assignment, WALTON TX, LP assigned, transferred, and conveyed, as
<br />Primary Owner, all of its right, title, and interest in, to, and under the Agreement with respect to the Tract, save
<br />and except certain exclusions and limitations as defined therein. WALTON TX, LP further designated Tack
<br />Redwood as a Designated Successor and Assign pursuant to Section 18.03(a) of the Agreement.
<br />B. After the sale to Tack Redwood, the Owner has continued to own approximately 1,697.497 acres of land
<br />located in the extraterritorial jurisdiction of the City ("Cotton Center" or the "Property"), which represents the
<br />remainder of the land included in the Original Development Agreement after the sale of the Tract. The Property
<br />is more particularly described by metes and bounds in the attached Exhibit A.
<br />C. Subsequent to the Walton Assignment, Tack Redwood sold the Tract to Franklin Mountain and, in
<br />connection with the sale of the Tract, Tack Redwood, as Primary Owner, assigned certain rights and obligations
<br />under the Original Development Agreement to Franklin Mountain pursuant to the Assignment and Assumption
<br />of Development Agreement Assignment and Assumption Agreement by and between Tack Redwood Partners
<br />and Franklin Mountain, dated December 1, 2021 and recorded as Document No. 2021-008766 of the Official
<br />Public Records of Caldwell County, Texas (the "Tack Redwood Assignment"). Pursuant to the Tack Redwood
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