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<br /> " .. 6f¿r; <br /> sale, assignment and transfer of such shares of capital stock or any part thereof or interest <br /> therein, and to deliver the proceeds of such sale payable to the Estate directly to the undersigned. <br /> (b) Hold Harmless Agreement. Said attorney in fact is hereby given and granted <br /> full power and authority to indemnify and hold harmless, on behalf of the Estate), any third party <br /> who accepts and acts under this Power of Attorney, and said attorney in fact is hereby further <br /> ~ <br /> I authorized to transact with such third person to the extent of the authorities granted in this Power <br /> ~ <br /> of Attorney in the same manner and to the same extent as the third party could transact with the <br /> Estate. No person or entity dealing with said attorney in fact shall be required to look beyond <br /> the powers herein granted, or to the exercise thereof) or the application of any funds which may <br /> be paid to or received by said attorney in fact upon the strength hereof, and shall be entitled to <br /> rely upon this instrument and the powers and authority herein granted. <br /> . <br /> (c) Acknowledgment. We acknowledge that the Estate's attorney in fact, Ruth <br /> Ann Hoch, is also the O'WD.er of shares of Elim common corporate stock and that in the same <br /> transaction for the conveyance and transfer of the Estate's interests in Elim to the City and/or its <br /> designee( s) herein authorized, said attorney in fact may convey her interests in Elim for a price <br /> f per share in the amount of $8,500.00 without compr?mise to the interests of the Estate. <br /> I Effective Date; Revocation. <br /> "- 2. <br /> This Power of Attorney shall become effective immediately upon the execution hereof and <br /> may be revoked only by vvritten notice of revocation to the above named attorney in fact and to <br /> the City of San Marcos, Texas, 630 East Hopkins Street, San Marcos, Texas 78666. Attention: <br /> City Attorney) such notice and revocation to be accomplished by mailing same by postage <br /> prepaid United States mail, certified mail, return receipt requested, and to be effective upon <br /> receipt thereof by both said attorney in fact and said City. <br /> 2 <br />