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. b9r (4) That said President and SecretaryfTreasurer are expressly authorized on behalf of said partnership to convey all sixteen (16) shares of stoçk of Elim and any and all other interest held by the Partnership in said corporation to the City or such not for profit entity or entities as may be designated by the City for a total purchase price Sixty-Eight Thousand Dollars ($68,000); and (5) That said President and SecretaryfTreasurer are authorized and directed to execute any and all documents including, without limitation, the Power of Attorney attached hereto and incorporated herein by reference, naming Ruth Ann Hoch as the Partnership's attorney-in-fact as such managing partner may determine to be necessary or convenient to the conveyance of said Elim stock O\vned by the partnership to the City of San Marcos or its not-for-profit designee(s), ~- same to be binding upon the Partnership and each of its partners as if all partners had executed same; and (6) That prior to the date of closing of the stock conveyance hereby authorized, the Partnership will neither purchase additional shares or debentures of Elim nor sell its existing shares in Elim; and (7) That the Partnership acknowledges that the aforesaid attorney in fact may convey her own interests in said Elim at a price per share of$8,500.00 without compromise to Partnership's interests; (8) That when said purchase price has been paid to the Partnership, the President and SecretarylTreasurer are shall cause the proceeds of such sale to be distributed to the partners of . the Partnership and other O\vners of interests in the Partnership in proportion to their percentage O\vnership interests in and to the Partnership as reflected on the books and records of the Partnership; (9) That, subject to the Partnership's receipt of the proceeds of the hereinabove authorized conveyance of stock and other interests in Elim owned by the Partnership, any and all acts dOne¡l1,y. prior an.dIor present officers and directors ofElim on behalf ofElim are ratified. D.te:~ I/:Jpd/I'/ ¿{JUt ~ I . - L / (;f Ú APPRO~~ [ Æ! ~ J P sIdent GTeenhaven/Love Investments Partnership SECRETARY !TREASURER 2