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<br />- , - 69;JE <br /> (3) That said mauaging partner is expressly _authorized on behalf of said partnership to <br /> convey all six and one-half (6Y'2) shares of stock of Elim and any and all other interest held by <br /> the Partnership in said corporation to the City or such not for profit entity or entities as may be <br /> designated by the City for a total purchase price of Twenty-Seven Thousand Six Hundred <br /> Twenty-Five Dollars ($27,625.00); and <br /> (4) That said managing partner is authorized and directed to execute any and all <br /> documents including, without limitation, the Power of Attorney attached hereto and incorporated <br /> herein by reference, naming Ruth Ann Roch as the Partnership's attorney-in-fact as such <br />~ managing partner may determine to be necessary or convenient to the conveyance of said Elim <br /> stock owned by the partnership to the City of San Marcos or its not-far-profit designee(s), same <br />Î to be binding upon the Partnership and each of its partners as if all partners had executed same; <br />I <br /> and <br /> (5) That prior to the date of closing of the stock conveyance hereby authorized, the <br /> Partnership will p.either purchase additional shares or debentures of Elim nor sell its existing <br /> shares in Elim; and <br /> (6) That the Partnership acknowledges that the aforesaid attorney in fact may convey her <br /> own interests in said Elim at a price per share of $8,500.00 without compromise to Partnership's <br /> interests. <br /> (7) That when said purchase price has been paid to the Partnership, the managing partner <br /> shall cause the proceeds of such sale to be distributed to the partners of the Partnership and other <br /> owners of interests in the Partnership in proportion to their percentage ownership interests in and <br /> to the Partnership as reflected on the books and records of the Partnership; <br /> (8) That, subject to the Partnership's receipt of the proceeds of the hereinabove <br /> authorized conveyance of stock and other interests in Elim owned by the Partnership, any and all <br /> acts done by prior and/or present officers and directors ofElim on behalf ofElim are ratified. <br /> Date:~~~ /7; 1197 . - <br />\ APPROVED ~~ zt" ~~:( ..;¡;;.-/ <br /> <br /> Linda Veers <br /> Manai?ng Partner <br /> Deerwood Water Investment Partnership <br /> SECRETARY: <br /> ?tJ. ~ <br /> 2 <br />