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(FMS) ANNA SHERLEY TRACT PID (2021 IA #1 Bonds) -- Bond Purchase Agreement 4841-6013-6169 3 (E).pdf Microsoft Word - (FMS) ANNA SHERLEY TRACT PID (2021 IA #1 Bonds) -- Bond Purchase
Agreement 4841-6013-6169 3
$9,400,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) BOND PURCHASE AGREEMENT
July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Ladies and Gentlemen: The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond
Purchase Agreement (this “Agreement”) with the City of Anna, Texas (the “City”), which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the
City. This offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date
hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All
capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (defined herein) between the City and Regions Bank, an Alabama state banking
corporation with offices in Houston, Texas, as trustee (the “Trustee”), authorizing the issuance of the Bonds (defined herein), and in the Limited Offering Memorandum (defined herein).
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees
to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $9,400,000.00 aggregate principal amount of the “City of Anna, Texas,
Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)” (the “Bonds”), at a purchase price of $9,097,529.76 (representing
the aggregate principal amount of the Bonds less an original issue discount of $20,470.24 and an Underwriter’s discount of $282,000.00). Inasmuch as the purchase and sale represents
a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation,
a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter
for its own account. The City acknowledges 2 and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the
City and the Underwriter and the Underwriter has financial and other interests that differ from any other party to this Agreement, (ii) in connection therewith and with the discussions,
undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal
advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering
described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other
services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in
this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests
that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which
have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic
discussions with the City regarding the expenditure of Bond proceeds and the construction of the Improvement Area #1 Projects (as defined in the Service and Assessment Plan) financed
with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming
an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated August 1, 2021 and shall have the maturities and redemption features, if any, and bear interest
at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on August 16, 2021 (or such other
date as may be agreed to by the City and the Underwriter) (the “Closing Date”). 2. Authorization Instruments and Law. The Bonds were authorized by an Ordinance enacted by the City
Council of the City (the “City Council”) on July 27, 2021 (the “Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of Chapter 372, Texas Local Government
Code, as amended (the “Act”), and the Indenture of Trust, dated as of August 1, 2021, between the City and the Trustee, authorizing the issuance of the Bonds (the “Indenture”). The
Bonds shall be substantially in the form described in, and shall be secured under the provisions of, the Indenture. The Bonds and interest thereon shall be secured by the proceeds
of Assessments (as such term is defined in the Limited Offering Memorandum) levied on the assessable parcels within Improvement Area #1 of the Sherley Tract Public Improvement District
No. 2 (the “District”). The District was established by a resolution enacted by the City Council on December 8, 2020 (the “Creation Resolution”), in accordance with the Act. A Service
and Assessment Plan (the “Service and Assessment Plan”) which sets forth the costs of the Improvement Area #1 Projects (as defined below) and the method of payment of the Assessments
was adopted pursuant to an ordinance of the City Council on July 27, 2021 (the “Assessment Ordinance” and, together with the Creation Resolution, the Indenture and the Bond Ordinance,
the “Authorizing Documents”). 3 The Bonds shall be further secured by certain applicable funds and accounts created under the Indenture. The Bonds shall be as described in Schedule
I, the Indenture, and the Limited Offering Memorandum. The proceeds of the Bonds shall be used for (i) paying a portion of the costs of the “Improvement Area #1 Projects”, which consist
of (a) Improvement Area #1’s proportionate share of the costs of certain public improvements that will benefit the entire District and (b) the costs of the local infrastructure benefitting
only Improvement Area #1 (as defined herein) of the District, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Improvement
Area #1 Projects, (iii) funding a reserve fund for the payment of principal of and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District,
and (v) paying the costs of issuance of the Bonds. 3. Limited Public Offering. The Underwriter agrees to make a bona fide limited public offering of all of the Bonds in accordance
with Section 11 hereof. On or before the third (3rd) business day prior to the Closing Date, the Underwriter shall execute and deliver to Bond Counsel the Issue Price Certificate,
in substantially the form attached hereto as Appendix B. 4. Limited Offering Memorandum. (a) Delivery of Limited Offering Memorandum. The City previously has delivered, or caused
to be delivered, to the Underwriter the Preliminary Limited Offering Memorandum for the Bonds dated July 19, 2021, as supplemented July 27, 2021, (the “Preliminary Limited Offering
Memorandum”), in a “designated electronic format,” as defined in the MSRB Rule G-32 (“Rule G-32”). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum
relating to the Bonds (the “Limited Offering Memorandum”) which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange
Commission’s Rule 15c2-12, as amended (“Rule 15c2-12”), (iii) in a “designated electronic format,” and (iv) substantially in the form of the most recent version of the Preliminary Limited
Offering Memorandum provided to the Underwriter before the execution hereof. The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices,
maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for
use with respect to the Bonds are collectively referred to herein as the “Limited Offering Memorandum.” Until the Limited Offering Memorandum has been prepared and is available for
distribution, the City shall provide to the Underwriter sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter deems
necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Limited
Offering Memorandum. (b) Preliminary Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter in connection
with the offering, sale, and distribution of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has been deemed final by the City as
of its date, except for the omission of such information 4 which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1)
of Rule 15c2-12. (c) Use of Limited Offering Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein contained to be
used by the Underwriter in connection with the offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the Preliminary Limited
Offering Memorandum in connection with the offering of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City’s
acceptance of this Agreement (but, in any event, not later than the earlier of the Closing Date or seven (7) business days after the City’s acceptance of this Agreement) copies of the
Limited Offering Memorandum which is complete as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering
Memorandum to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall
request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. (d) Updating of Limited Offering Memorandum. If, after the date of this
Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12
(the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any
person from the MSRB, but in no case less than the 25th day after the “end of the underwriting period” for the Bonds), the City becomes aware of any fact or event which might or would
cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited
Offering Memorandum to comply with law, the City will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to
time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited
Offering Memorandum, the City will forthwith prepare and furnish, at no expense to the Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement
to the Limited Offering Memorandum so that the statements therein as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Limited Offering
Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City in accordance herewith, (i) the City makes no representations
with respect to the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York (“DTC”), or its
book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the 5 Limited Offering Memorandum
under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,”
“BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Improvement Area #1 Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,”
and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE.” If such notification shall be subsequent to the Closing, the City, at no expense to the Underwriter,
shall furnish such legal opinions, certificates, instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement
or amendment to the Limited Offering Memorandum. The City shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated
electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply
with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. (e) Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through
its Electronic Municipal Market Access (“EMMA”) system within one business day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter,
the City can assume that the “end of the underwriting period” for purposes of Rule 15c2-12 is the Closing Date. (f) Limited Offering. The Underwriter hereby represents, warrants
and covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds were sold to not more than thirty-five persons that qualify as “Accredited Investors” (as
defined in Rule 501 of Regulation D under the Securities Act (as defined herein)) or “Qualified Institutional Buyers” (within the meaning of Rule 144A under the Securities Act). 5.
City Representations, Warranties and Covenants. The City represents, warrants and covenants that: (a) Due Organization, Existence and Authority. The City is a political subdivision
of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority: (i) to enter into: (1) this Agreement; (2) the Indenture; (3)
the Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna 325, LLC, a Texas limited liability company (the “Developer”) effective
as June 9, 2020, as amended by that First Amended Sherley Tract 6 Subdivision Improvement Agreement effective as of July 14, 2020, as further amended (together the “Development Agreement”);
(4) Ordinance No. 912-2021 creating Reinvestment Zone Number Three (the “TIRZ Creation Ordinance”) pursuant to Chapter 311 of the Texas Tax Code (the “TIRZ Act”), and the Reinvestment
Zone Number Three, City of Anna, Texas Preliminary Project and Financing Plan (the “Preliminary TIRZ Project and Finance Plan”) dated July 13, 2021; (5) Sherley Tract Public Improvement
District No. 2 Improvement Area #1 Reimbursement Agreement, effective July 27, 2021, and executed and delivered by the City and the Developer (the “Reimbursement Agreement”); (6) Sherley
Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding and Acquisition Agreement, effective July 27, 2021, and executed and delivered by the City and the
Developer (the “CFA Agreement”); (7) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of August 1, 2021 (the “City Continuing Disclosure Agreement”),
executed and delivered by the City, P3Works, LLC (the “Administrator”), and Regions Bank, an Alabama state banking corporation, as Dissemination Agent; and (8) the Improvement Area
#1 Landowner Agreement dated as of July 27, 2021 executed by the City and the Developer (the “Landowner Agreement”); (ii) to issue, sell, and deliver the Bonds to the Underwriter as
provided herein; and (iii) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4)
the TIRZ Creation Ordinance and Preliminary TIRZ Project and Finance Plan, (5) the Reimbursement Agreement, (6) the CFA Agreement, (7) the City Continuing Disclosure Agreement, (8)
the Limited Offering Memorandum, and (9) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (8) being referred
to collectively herein as the “City Documents”). (b) Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved
the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such
authorizations and approvals are in full force and effect and have not been amended, modified or rescinded, except as may have been approved by the Underwriter. When validly executed
and 7 delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with
their respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable
principles relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing (as defined herein) be in compliance, in all material respects, with
the obligations on its part to be performed on or prior to the Closing Date under the City Documents. (c) Due Authorization for Issuance of the Bonds. The City has duly authorized
the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the Act. The City has, and at the Closing Date will have, full legal right, power and authority
(i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and, deliver the Bonds to the Underwriter pursuant
to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the
City Documents and the Bond Ordinance. (d) No Breach or Default. As of the time of acceptance hereof, and to the best of its knowledge, the City is not, and as of the Closing Date
the City will not be, in material breach of or in default in any material respect under any applicable constitutional provision, law or administrative rule or regulation of the State
or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument related to the Bonds
and to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute
a default or event of default under any such instrument which breach, default or event could have a material adverse effect on the City’s ability to perform its obligations under the
Bonds or the City Documents; and, as of such times, the authorization, execution and delivery of the Bonds and the City Documents and compliance by the City with obligations on its
part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a material breach of or default under any applicable constitutional
provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note,
resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties
are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of its assets or properties securing the Bonds or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents.
(e) No Litigation. At the time of acceptance hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency,
public board or body (collectively and individually, an “Action”) pending against the City with respect to which the City has been served with process, nor 8 to the knowledge of the
City is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold
their respective positions, (ii) in any way questions the formation or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal and interest on the Bonds, or in any way contests or affects the validity
of the City Documents or the consummation of the transactions on the part of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation,
or (iv) which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge, there is no basis
for any action, suit, proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of this sentence. (f) Bonds Issued Pursuant to Indenture. The City represents
that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations
of the City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of the pledge of the proceeds of the levy of the Assessments received by
the City, all to the extent provided for in the Indenture. The Indenture creates a valid pledge of the monies in certain funds and accounts established pursuant to the Indenture to
the extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes
and on the terms and conditions set forth therein. (g) Assessments. The Assessments constituting the security for the Bonds have been or will be levied by the City on the date hereof
in accordance with the Act on those parcels of land identified in the Assessment Roll for Improvement Area #1 (as defined in the Service and Assessment Plan). According to the Act,
such Assessments constitute a valid and legally binding first and prior lien against the properties assessed, superior to all other liens and claims, except liens or claims for state,
county, school district, or municipality ad valorem taxes. (h) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings
with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of,
which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection with the City Documents
have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the Bonds by the Comptroller
of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction. (i) Public Debt. Prior to the Closing,
the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, 9 direct or contingent, payable from or secured by a pledge
of the Assessments which secure the Bonds without the prior approval of the Underwriter. (j) Preliminary Limited Offering Memorandum. The information contained in the Preliminary Limited
Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes
no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only system, and
(ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions
“PLAN OF FINANCE — Development Plan and Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only
as it pertains to the Developer, the Improvement Area #1 Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE
– The Developer,” and “INFORMATION RELATING TO THE TRUSTEE.” (k) Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum
is amended or supplemented pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the 25th day subsequent to
the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only
system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions
and subcaptions “PLAN OF FINANCE — Development Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS”
(only as it pertains to the Developer, the Improvement Area #1 Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE
– The Developer,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d)
hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the
Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects. 10 (l) Supplements or Amendments to Limited Offering
Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 4 of this Agreement, at the time of each supplement or amendment thereto
and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the 25th day subsequent to the
“end of the underwriting period,” the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if
the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication
of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its thencurrent form shall be conclusively deemed to be complete and correct
in all material respects. (m) Compliance with Rule 15c2-12. During the past five years, the City has complied in all material respects with its previous continuing disclosure undertakings
made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum. (n) Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds
from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture and will not take or omit to take any action which action or omission will
adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (o) Blue Sky and Securities Laws and Regulations. The City will furnish
such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to (y)
qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate
and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required
for the initial distribution of the Bonds by the Underwriter (provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special
consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the City of any notification with respect to the suspension
of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (p) Certificates of the City. Any certificate signed
by any official of the City authorized to do so in connection with the transactions described in this Agreement shall be deemed a representation and warranty by the City to the Underwriter
as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein. 11 (q) Intentional Actions Regarding Representations and Warranties.
The City covenants that between the date hereof and the Closing it will not intentionally take actions which will cause the representations and warranties made in this Section to be
untrue as of the Closing. (r) Financial Advisor. The City has engaged Hilltop Securities Inc., as its financial advisor in connection with its offering and issuance of the Bonds.
By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the representations,
warranties and covenants set forth above. 6. Developer Letter of Representations. At the signing of this Agreement, the City and Underwriter shall receive from the Developer, an executed
Developer Letter of Representations (the “Developer Letter of Representations”) in the form of Appendix A hereto, and at the Closing, a certificate signed by the Developer as set forth
in Section 9(e) hereof. 7. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time or on such earlier or later business day as shall have been mutually
agreed upon by the City and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its “FAST” System, the Bonds in the form of one fully registered Bond
for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the Trustee as provided in the Indenture, and (ii) the City
will deliver the closing documents hereinafter mentioned to McCall, Parkhurst & Horton, L.L.P. (“Bond Counsel”), or a place to be mutually agreed upon by the City and the Underwriter.
Settlement will be through the facilities of DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in
federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the “Closing.”
The Bonds will be made available to the Underwriter for inspection not less than twenty-four (24) hours prior to the Closing. 8. Underwriter’s Closing Conditions. The Underwriter
has entered into this Agreement in reliance upon the representations and covenants herein and the performance by the City of its obligations under this Agreement, both as of the date
hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Agreement shall be conditioned upon the performance by the City of its obligations to
be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions: (a) Bring-Down Representations of the City. The representations and
covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and at the time of the Closing, as if made on the Closing
Date. (b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents shall be in full force and effect, and shall not have been amended, modified,
or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full 12 force and effect
such other resolutions or actions of the City as, in the opinion of Bond Counsel and Counsel to the Underwriter, shall be necessary on or prior to the Closing Date in connection with
the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and effect such other resolutions or actions of the Developer
as, in the opinion of Miklos Cinclair, PLLC (“Developer’s Counsel”), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the Developer
described in the Developer Letter of Representations, the Development Agreement, the Reimbursement Agreement, the CFA Agreement, the Landowner Agreement and the Continuing Disclosure
Agreement of the Developer with respect to the Bonds, dated as of August 1, 2021 executed and delivered by the Developer, Regions Bank, as dissemination agent, and P3Works, LLC (the
“Continuing Disclosure Agreement of the Developer,”) and together with the Developer Letter of Representations, the Development Agreement, the Reimbursement Agreement, the CFA Agreement
and the Landowner Agreement, (the “Developer Documents”); and (v) the City shall perform or have performed its obligations required or specified in the City Documents to be performed
at or prior to Closing. (c) No Default. At the time of the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time
or giving of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents or other documents relating to the financing
and construction of the Improvement Area #1 Projects and the Development, and the Developer shall not be in default in the payment of principal or interest on any of its indebtedness
which default shall materially adversely impact the ability of such Developer to pay the Assessments when due. (d) Closing Documents. At or prior to the Closing, the Underwriter shall
have received each of the documents required under Section 9 below. (e) Concurrent Closing of the Major Improvement Area Bonds. The City shall issue concurrently with the issuance
of the Bonds its “City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)”. (f) Termination
Events. The Underwriter shall have the right to cancel its obligation to purchase and place the Bonds and to terminate this Agreement without liability therefor by written notification
to the City if, between the date of this Agreement and the Closing, in the Underwriter’s reasonable judgment, any of the following shall have occurred: (i) the market price or marketability
of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following: (1)
legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either House thereof, or legislation pending in the Congress of the United States
shall have been 13 amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice,
or otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration
by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either
House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision by a court of the United States
or the Tax Court of the United States shall be rendered or a ruling, regulation, or order (final, temporary, or proposed) by or on behalf of the Treasury Department of the United States,
the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to be derived
by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences
of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof; or (2) legislation shall be enacted by the Congress of the United States,
or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or no-action letter by, or on behalf of, the Securities and Exchange Commission
or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character
of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in violation or would
be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including
the Securities Act, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”); or (3) a general
suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as
of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New
York, or State officials authorized to do so; or (4) there shall have occurred any outbreak of hostilities (including, without limitation, an act of terrorism) or other national or
international calamity or crisis, including, but not limited to, an escalation 14 of hostilities that existed prior to the date hereof, and the effect of any such event on the financial
markets of the United States; or (5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the City, except
as disclosed in or contemplated by the Limited Offering Memorandum; or (6) any state blue sky or securities commission or other governmental agency or body in any state in which more
than 10% of the Bonds have been offered and sold shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or
similar ruling relating thereto; or (7) any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or other authority
materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Assessments to pay principal
or interest on the Bonds; or (ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations
of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge
to the net capital requirements of, the Underwriter; or (iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in
any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement
of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; or (iv)
any fact or event shall exist or have existed that, in the Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to Limited Offering Memorandum;
or (v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (vi) a material disruption in securities settlement,
payment or clearance services shall have occurred; 15 (vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter
by or on behalf of the United States Securities and Exchange Commission (the “SEC”) or any other governmental agency having jurisdiction of the subject matter shall have been issued
or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Limited Offering Memorandum,
or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the date of Closing, including
the Securities Act, the Securities Exchange Act of 1934 (the “Securities Exchange Act”) and the Trust Indenture Act; or (viii) the purchase of and payment for the Bonds by the Underwriter,
or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission,
which prohibition shall occur subsequent to the date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter. With respect to the conditions described
in subparagraphs (ii) and (viii) above, the Underwriter is not aware of any current, pending or proposed law or government inquiry or investigation as of the date of execution of this
Agreement which would permit the Underwriter to invoke its termination rights hereunder. 9. Closing Documents. At or prior to the Closing, the Underwriter shall receive the following
documents: (a) Bond Opinion. The approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix C to the Limited Offering Memorandum,
dated the date of the Closing and addressed to the Underwriter, which may be included in the supplemental opinion required by Section 9(b), to the effect that the foregoing opinion
may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (b) Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing
Date and addressed to the City and the Underwriter, which provides that the Underwriter may rely upon the opinion of Bond Counsel delivered in accordance with the provisions of Section
9(a) hereof, in form and substance acceptable to counsel for the Underwriter, to the following effect: (i) Except to the extent noted therein, Bond Counsel has not verified and is not
passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that
such firm has reviewed the information describing the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF FINANCE — The Bonds”, “DESCRIPTION OF THE BONDS,”
“SECURITY FOR THE BONDS” (except for the last paragraph under 16 the subcaption “General”), “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment
Amounts”), “THE DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings,” “LEGAL MATTERS — Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE” (except for the
subcaptions “The City’s Compliance with Prior Undertakings” and “The Developer”), “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC
FUNDS IN TEXAS,” and APPENDIX A and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate
and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance and Indenture; (ii) The Bonds are
not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has full power
and authority to adopt the Creation Resolution, the Assessment Ordinance, TIRZ Creation Ordinance, and the Bond Ordinance (collectively, the foregoing documents are referred to herein
as the “City Actions”) and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded;
and (iv) The Indenture, the Development Agreement, the Reimbursement Agreement, the CFA Agreement, the Landowner Agreement, the City Continuing Disclosure Agreement and this Agreement
have been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other
parties thereto, constitute the legal, valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, or other laws affecting enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought and to the application
of Texas law relating to governmental immunity applicable to local governmental entities. (c) City Legal Opinion. An opinion of an attorney for the City, dated the Closing Date and
addressed to the Underwriter, the Underwriter’s Counsel, the City and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in
form otherwise agreed upon by the Underwriter. (d) Opinion of Developer’s Counsel. An opinion of Developer’s Counsel, substantially in the form of Appendix D hereto, dated the Closing
Date and addressed to the City, Bond Counsel, the Attorney for the City, the Underwriter, Underwriter’s Counsel and the Trustee. 17 (e) Developer Certificate. The certificate of the
Developer dated as of the Closing Date, signed by an authorized officer of Developer in substantially the form of Appendix E hereto. (f) City Certificate. A certificate of the City,
dated the Closing Date, to the effect that, to the best of an authorized City official’s knowledge: (i) the representations and warranties of the City contained herein and in the City
Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof; (ii) the Authorizing Documents and City Documents are in full force
and effect and have not been amended, modified, or supplemented; (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending
or, to the knowledge of such persons, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials
of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity,
due authorization and execution of the Bonds or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments
pledged to pay the principal and interest on the Bonds, or the pledge thereof; and (iv) the City has, to the best of such person’s knowledge, complied with all agreements and covenants
and satisfied all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. (g) Trustee’s Certificate. A certificate
of the Trustee, dated the date of Closing, in form and substance acceptable to counsel for the Underwriter to the following effect: (i) The Trustee was founded as an Alabama state banking
corporation organized under the laws of the State of Alabama, and has not been dissolved, cancelled, or terminated, and has the full power and authority, including trust powers, to
accept and perform its duties under the Indenture; and (ii) No consent, approval, authorization or other action by any governmental authority having jurisdiction over the Trustee that
has not been obtained is or will be required for the authentication of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee
in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture. 18 (h) Underwriter Counsel’s Opinion. An opinion,
dated the Closing Date and addressed to the Underwriter, of Winstead PC, counsel to the Underwriter, to the effect that: (i) based on (A) such counsel’s review of the Bond Ordinance,
the Indenture, and the Limited Offering Memorandum; (B) its discussions with Bond Counsel and with the Underwriter; (C) its review of the documents, certificates, opinions and other
instruments delivered at the closing of the sale of the Bonds on the date hereof; and (D) such other matters as it deems relevant, such counsel is of the opinion that the Bonds are
exempt securities under the Securities Act, and the Trust Indenture Act, and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under
the Securities Act and the Indenture is not required to be qualified under the Trust Indenture Act; (ii) based upon (A) such counsel’s review of Rule 15c2-12 and interpretive guidance
published by the SEC relating thereto; (B) its review of the continuing disclosure undertaking of the City contained in the City Continuing Disclosure Agreement; and (C) the inclusion
in the Limited Offering Memorandum of a description of the specifics of such undertaking, and assuming that the Bond Ordinance, the Indenture, and the City Continuing Disclosure Agreement
have been duly adopted by the City and are in full force and effect, such undertaking provides a suitable basis for the Underwriter, to make a reasonable determination that the City
has met the qualifications of paragraph (b)(5)(i) of Rule 15c2-12; and (iii) although such counsel has not verified and is not passing upon, and does not assume any responsibility
for, the accuracy, completeness or fairness of the information contained in the Limited Offering Memorandum, it has participated in the preparation of the Limited Offering Memorandum
and without independent verification, no facts came to its attention that caused it to believe that the Limited Offering Memorandum (except for the Appendices as well as any other financial,
engineering and statistical data contained therein or included therein by reference or any litigation disclosed therein, as to which it expresses no view) as of its date contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. (i) Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto. (j) Delivery of City
Documents and Developer Documents. The City Documents and Developer Documents shall have been executed and delivered in form and content satisfactory to the Underwriter. (k) Form 8038-G.
Evidence that the federal tax information form 8038-G has been prepared by Bond Counsel for filing. 19 (l) Federal Tax Certificate. A certificate of the City in form and substance
satisfactory to Bond Counsel and counsel to the Underwriter setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is
not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code
of 1986, as amended (the “Code”), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code. (m) Attorney General Opinion and Comptroller Registration.
The approving opinion of the Attorney General of the State regarding the Bonds and the Comptroller of the State’s Certificate of Registration for the Initial Bond. (n) Continuing Disclosure
Agreements. The City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer, shall have been executed by the parties thereto in substantially the
forms attached to the Preliminary Limited Offering Memorandum as Appendix D-1 and Appendix D-2. (o) Letter of Representation of the Appraiser. (i) Letter of Representation of the Appraiser,
substantially in the form of Appendix F hereto addressed to the City, Bond Counsel, the Underwriter, counsel to the Underwriter and the Trustee, or in form otherwise agreed upon by
the Underwriter, and (ii) a copy of the real estate appraisal of the property within Improvement Area #1 of in the District dated June 8, 2021. (p) Letter of Representation of Administrator.
Letter of Representation of the Administrator, substantially in the form of Appendix G hereto, addressed to the City, Bond Counsel, the Underwriter, counsel to the Underwriter, and
the Trustee or in form otherwise agreed upon by the Underwriter. (q) Evidence of Filing of Creation Resolution, Assessment Ordinance, and Landowner Agreement. Evidence that (i) the
Creation Resolution, including legal description of the District by metes and bounds, (ii) the Assessment Ordinance, including the Assessment Roll for Improvement Area #1 of the District
and a statement indicating the contact for and address of where a copy of the Service and Assessment Plan, and any updates thereto may be obtained or viewed, and (iii) the Landowner
Agreement have been filed of record in the real property records of Collin County, Texas. (r) Lender Consent Certificate. Lender Consent Certificate of International Bank of Commerce
consenting to and acknowledging the creation of the District, the adoption of the Assessment Ordinance, the levy of the Assessments, and the subordination of its lien to the lien created
by the Assessments in a form acceptable to the Underwriter. (s) Rule 15c2-12 Certification. A resolution or certificate of the City (which may be included in the Bond Ordinance) whereby
the City has deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the offering
of the Bonds. 20 (t) Dissemination Agent. Evidence acceptable to the Underwriter in its sole discretion that the City has engaged a dissemination agent acceptable to the Underwriter
for the Bonds, with the execution of the City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer by other parties thereto being conclusive evidence
of such acceptance by the Underwriter. (u) BLOR. A copy of the Blanket Issuer Letter of Representation to DTC relating to the Bonds and signed by the City. (v) Additional Documents.
Such additional legal opinions, certificates, instruments, and other documents as the Underwriter or their counsel may reasonably deem necessary. 10. City’s Closing Conditions. The
obligation of the City hereunder to deliver the Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set forth in Section 1 hereof, the opinion
of Bond Counsel described in Section 9(a) hereof, the opinion of the Attorney General described in Section 9(m) hereof, and any documents required to be delivered by the Developer.
11. Establishment of Issue Price. (a) Notwithstanding any provision of this Agreement to the contrary, the following provisions related to the establishment of the issue price of
the Bonds apply: (i) Definitions. For purposes of this Section, the following definitions apply: (1) “Public” means any person (including an individual, trust, estate, partnership,
association, company or corporation) other than a Participating Underwriter or a Related Party to a Participating Underwriter. (2) “Participating Underwriter” means (A) any person that
agrees pursuant to a written contract with the City (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public and (B)
any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including
a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public). (3) “Related Party” means any two or more
persons who are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including
direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct
ownership by one partnership of another) or (C) more than 50% common ownership of 21 the value of the outstanding stock of the corporation or the capital interest or profits interest
of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity
of the other). (4) “Sale Date” means the date of execution of this Agreement by all parties. (ii) Issue Price Certificate. The Underwriter agrees to assist the City in establishing
the issue price of the Bonds and to execute and deliver to the City at Closing an Issue Price Certificate, together with the supporting pricing wires or equivalent communications, substantially
in the form attached hereto as Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately
reflect, as applicable, the initial offering price (the “Initial Offering Price”) or prices or the sales price or prices to the Public of the Bonds. As applicable, all actions to be
taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City's financial advisor and any notice or report to be provided
to the City may be provided to the City's financial advisor. (iii) Substantial Amount Test. Other than those maturities of the Bonds which are designated by the Underwriter in writing
in the attached Schedule I (the “Hold-the-Price Maturities”), the City will treat the Initial Offering Price at which at least ten percent (a “Substantial Amount”) in principal amount
of each maturity of the Bonds is sold to the Public as of the Sale Date (the “Substantial Amount Test”) as the issue price of that maturity (or each separate CUSIP number within that
maturity). At or promptly after the execution of this Agreement, the Underwriter will report to the City the price or prices at which the Participating Underwriters have offered and
sold to the Public each maturity of the Bonds. (iv) Hold-The-Price Restriction. The Underwriter agrees that it will neither offer nor sell any of the Hold-the-Price Maturities to any
person at a price that is higher than the applicable Initial Offering Price for such maturity during the period starting on the Sale Date and ending on the earlier of (i) the close
of the fifth business day after the Sale Date or (ii) the date on which the Underwriter has sold a Substantial Amount of such Hold-the-Price Maturity to the Public at a price that is
no higher than the Initial Offering Price of such Hold-the-Price Maturity (the “Hold-the-Price Restriction”). The Initial Offering Price of the Hold-the-Price Maturities shall be the
issue price for such maturities. The Underwriter shall promptly advise the City when the Participating Underwriters have sold a Substantial Amount of each such Hold-the-Price Maturity
to the Public at a price that is no higher than the applicable Initial Offering Price of such Holdthe-Price Maturity, if that occurs prior to the close of the fifth business day after
the Sale Date. 22 The City acknowledges that, in making the representation set forth in this subparagraph (4), the Underwriter will rely on (A) the agreement of each Participating
Underwriter to comply with the Hold-the-Price Restriction, as set forth in an agreement among underwriters and the related pricing wires, (B) in the event a selling group has been created
in connection with the sale of the Bonds to the Public, the agreement of each dealer who is a member of the selling group to comply with the Hold-the-Price Restriction, as set forth
in a selling group agreement and the related pricing wires, and (C) in the event that a Participating Underwriter is a party to a third-party distribution agreement that was employed
in connection with the sale of the Bonds, the agreement of each such underwriter, dealer or broker-dealer that is a party to such agreement to comply with the Hold-the-Price Restriction,
as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that each Participating Underwriter will be solely liable for its
failure to comply with its agreement regarding the Hold-the-Price Restriction and that no Participating Underwriter will be liable for the failure of any other Participating Underwriter
to comply with its corresponding agreement regarding the Hold-the-Price Restriction as applicable to the Bonds. (v) Agreements Among Participating Underwriters. The Underwriter confirms
that: (1) any agreement among underwriters, any selling group agreement and each third- party distribution agreement to which the Underwriter is a party relating to the initial sale
of the Bonds to the Public, together with related pricing wires, contains or will contain language obligating each Participating Underwriter, each dealer who is a member of any selling
group, and each broker-dealer that is a party to any such thirdparty distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the unsold Bonds
of each maturity allocated to it until it is notified by the Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of
that maturity have been sold to the Public, (B) comply with the Hold-the-Price Restriction, if applicable, in each case if and for so long as directed by the Underwriter and as set
forth in the relating pricing wires and (C) acknowledge that, unless otherwise advised by the Participating Underwriter, the Underwriter will assume that based on such agreement each
order submitted by the underwriter, dealer or broker-dealer is a sale to the Public, and (2) any agreement among underwriters relating to the initial sale of the Bonds to the Public,
together with related pricing wires, contains or will contain language obligating each Participating Underwriter that is a party to a third-party distribution agreement to be employed
in connection with the initial sale of the Bonds to the Public to require each underwriter, dealer or broker-dealer that is a party to such third-party distribution agreement to (A)
report the prices at which it sells to the Public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter or the applicable Participating Underwriter
23 that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds if that maturity have been sold to the Public and (B) comply with the Hold-the-Price
Restriction, if applicable, in each case if and for so long as directed by the Underwriter or the applicable Participating Underwriter and as set forth in the related pricing wires.
(b) Sale to Related Party not a Sale to the Public. The Participating Underwriters acknowledge that sales of any Bonds to any person that is a Related Party to a Participating Underwriter
do not constitute sales to the Public for purposes of this Section. If a Related Party to a Participating Underwriter purchases during the initial offering period all of a Hold-the-Price
Maturity, the related Participating Underwriter will notify the Underwriter and will take steps to confirm in writing that such Related Party will either (i) hold such Bonds for its
own account, without present intention to sell, reoffer or otherwise dispose of such Bonds for at least five business days from the Sale Date, or (ii) comply with the Hold-the-Price
Restriction. 12. Consequences of Termination. If the City shall be unable to satisfy the conditions contained in this Agreement or if the obligations of the Underwriter shall be terminated
for any reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in
Sections 13, 15 and 16 hereof. 13. Costs and Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following
expenses incident to the issuance of the Bonds and performance of the City’s obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the cost of preparation,
printing, and mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements
of the City’s financial advisor and legal counsel, the Trustee’s counsel, Bond Counsel, Developer’s Counsel, and the Trustee relating to the issuance of the Bonds, (iv) the Attorney
General’s review fees, (v) the fees and disbursements of accountants, advisers and any other experts or consultants retained by the City or the Developer, including but not limited
to the fees and expenses of the Administrator, and (vi) the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds
and the performance by the City of its obligations under this Agreement. (b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the
offering of the Bonds; (ii) fees of Underwriter’s Counsel; and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred
by it in connection with its offering and distribution of the Bonds, except as noted in Subsection 13(a) above. (c) The City acknowledges that the Underwriter will pay from the Underwriter’s
fee applicable per bond assessment charged by the Municipal Advisory 24 Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and distribute information relating
to issuing entities of municipal securities. 14. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing
to: City of Anna, Texas, 111 N. Powell Parkway, Anna, Texas 75409, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may
be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp Davenport, Director. 15. Entire Agreement. This Agreement
is made solely for the benefit of the City and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or
by virtue hereof. All of the City’s representations, warranties, and agreements contained in this Agreement shall remain operative and in full force and effect regardless of: (i)
any investigations made by or on behalf of the Underwriter, provided the City shall have no liability with respect to any matter of which the Underwriter has actual knowledge prior
to the purchase of the Bonds; or (ii) delivery of any payment for the Bonds pursuant to this Agreement. The agreements contained in this Section and in Sections 16 and 18 shall survive
any termination of this Agreement. 16. Survival of Representations and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this
Agreement shall survive the execution and delivery of this Agreement, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or
other writing delivered by a party to this Agreement or in connection with the transactions described in by this Agreement constitute representations and warranties by such party under
this Agreement to the extent such statement is set forth as a representation and warranty in the instrument in question. 17. Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
18. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof. 19. State Law Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws
of the State of Texas. 20. No Assignment. The rights and obligations created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written
consent of the other parties hereto. 21. No Personal Liability. None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged
personally by the Underwriter with any liability, or be held liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution,
or because of any breach or attempted or alleged breach of this Agreement. 25 22. Form 1295. Submitted herewith or on a date prior hereto is a completed Form 1295 in connection with
the Underwriter’s participation in the execution of this Agreement generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions
of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter, and
the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Underwriter and the
City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for
the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have
verified such information. 23. Anti-Boycott Verification. The Underwriter hereby verifies that the Underwriter and its parent company, wholly- or majority-owned subsidiaries, and
other affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The
foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal Law. As
used in the foregoing verification, ‘boycott Israel’ means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does
not include an action made for ordinary business purposes. The Underwriter understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with
the Underwriter and exists to make a profit. 24. Iran, Sudan and Foreign Terrorist Organizations. The Underwriter hereby represents that neither the Underwriter nor any of its parent
company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section
2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with
Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal law and excludes the Underwriter and each of its parent company,
wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating
to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Underwriter understands “affiliate” to mean an entity that controls, is controlled
by, or is under common control with the Underwriter and exists to make a profit. [Signatures to follow] 8:42 xxxx___ Schedule I-1 SCHEDULE I $9,400,000 CITY OF ANNA, TEXAS SPECIAL
ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) Interest Accrues From: Date of Delivery $752,000 3.250% Term Bonds,
Due September 15, 2026, Priced to Yield 3.250% (a) (c) $1,101,000 3.750% Term Bonds, Due September 15, 2031, Priced to Yield 3.750% (a) (c) $2,984,000 4.000% Term Bonds, Due September
15, 2041, Priced to Yield 4.050% (a) (b) (c) $4,563,000 4.250% Term Bonds, Due September 15, 2051, Priced to Yield 4.250% (a) (b) (c) (a) The initial prices or yields of the Bonds
are furnished by the Underwriter, have been determined in accordance with the “10% test”, and represent the initial offering prices or yields to the public, which may be changed by
the Underwriter at any time. (b) The Bonds maturing on or after September 15, 2041 are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City,
on any date on or after September 15, 2031, at the redemption price of 100% of the principal amount plus accrued interest to the date of redemption as described in the Limited Offering
Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.” (c) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum
under “DESCRIPTION OF THE BONDS — Redemption Provisions.” The Term Bonds are subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installments
as set forth in the following schedule. $752,000 Term Bonds Maturing September 15, 2026 Redemption Date Sinking Fund Installment September 15, 2023 $179,000 September 15, 2024 185,000
September 15, 2025 191,000 September 15, 2026* 197,000 $1,101,000 Term Bonds Maturing September 15, 2031 Redemption Date Sinking Fund Installment September 15, 2027 $204,000 September
15, 2028 212,000 September 15, 2029 220,000 September 15, 2030 228,000 September 15, 2031* 237,000 Schedule I--2 $2,984,000 Term Bonds Maturing September 15, 2041 Redemption Date
Sinking Fund Installment September 15, 2032 $247,000 September 15, 2033 257,000 September 15, 2034 268,000 September 15, 2035 279,000 September 15, 2036 290,000 September 15,
2037 302,000 September 15, 2038 315,000 September 15, 2039 328,000 September 15, 2040 342,000 September 15, 2041* 356,000 $4,563,000 Term Bonds Maturing September 15, 2051 Redemption
Date Sinking Fund Installment September 15, 2042 $372,000 September 15, 2043 388,000 September 15, 2044 405,000 September 15, 2045 424,000 September 15, 2046 443,000 September
15, 2047 463,000 September 15, 2048 483,000 September 15, 2049 505,000 September 15, 2050 528,000 September 15, 2051* 552,000 * Final Maturity A-1 APPENDIX A FORM OF DEVELOPER
LETTER OF REPRESENTATIONS $9,400,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)
DEVELOPER LETTER OF REPRESENTATIONS July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034
Ladies and Gentlemen: Ladies and Gentlemen: This letter is being delivered to the City of Anna, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”), in consideration for your
entering into the Bond Purchase Agreement dated the date hereof (the “Bond Purchase Agreement”) for the sale and purchase of the $9,400,000 “City of Anna, Texas, Special Assessment
Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project)” (the “Bonds”). Pursuant to the Bond Purchase Agreement, the Underwriter has
agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration
for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, the undersigned, MM Anna 325, LLC, a Texas limited liability company (the
“Developer”), makes the representations, warranties, and covenants contained in this Developer Letter of Representations. Unless the context clearly indicates otherwise, each capitalized
term used in this Developer Letter of Representations will have the meaning set forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale
of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the A-2 Underwriter is not acting as a fiduciary of the Developer, but rather
is acting solely in its capacity as Underwriter of the Bonds for its own account. 2. Updating of the Limited Offering Memorandum. If, after the date of this Developer Letter of Representations,
up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the
earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person
from the MSRB, but in no case less than twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Developer becomes aware of any fact or event which might
or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the
Limited Offering Memorandum to comply with law, the Developer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may
from time to time request); however, that for the purposes of this Developer Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase
Agreement, the Developer makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository
Trust Company, New York, New York, or its bookentry-only system and (ii) the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the
captions “THE CITY,” “THE DISTRICT,” “BONDHOLDERS’ RISKS” (except as it pertains to the Developer, the Improvement Area #1 Projects and the Development, as defined in the Limited Offering
Memorandum), “TAX MATTERS,” “LEGAL MATTERS — Litigation — The City,” “CONTINUING DISCLOSURE — The City” and “— The City’s Compliance with Prior Undertakings” and “INFORMATION RELATING
TO THE TRUSTEE.” 3. Developer Documents. The Developer has executed or caused the execution of and delivered each of the below listed documents (individually, a “Developer Document”
and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation
of Developer, enforceable against the Developer in accordance with its terms: (a) this Developer Letter of Representations; (b) that certain Sherley Tract Subdivision Improvement
Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective as of June 9, 2020, as amended by the First Amended Sherley Tract Subdivision Improvement
Agreement effective as of July 14, 2020 (together, the “Development Agreement”); (c) that certain Sherley Tract Public Improvement District No. 2 Improvement Area #1 Reimbursement
Agreement, effective July 27, 2021, and executed and delivered by the City and the Developer (the “Reimbursement Agreement”); A-3 (d) that certain Sherley Tract Public Improvement
District No. 2 Improvement Area #1 Construction, Funding, and Acquisition Agreement between the Developer and the City dated July 27, 2021 (the “CFA Agreement”); (e) the certain Improvement
Area #1 Landowner Agreement dated as of July 27, 2021 executed by the City and the Developer (the “Landowner Agreement”); and (f) that certain Continuing Disclosure Agreement of the
Developer, dated as of June 1, 2021 made by and among the Developer, P3Works, LLC as Administrator and Regions Bank, an Alabama state banking corporation, as dissemination agent. The
Developer has complied in all material respects with all of the Developer’s agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer
under the Developer Documents on or prior to the date hereof. The representations and warranties of the Developer set forth in the Developer Documents are true and correct in all material
respects on and as of the date hereof. 4. Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that:
(a) Due Organization and Existence. The Developer is duly formed and validly existing as a limited liability company under the laws of the State of Texas. (b) Organizational Documents.
The copies of the organizational documents of the Developer provided by the Developer (the “Developer Organizational Documents”) to the City and the Underwriter are fully executed,
true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. (c) No Breach.
The execution and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement,
or other instrument to which Developer is a party. (d) No Litigation. Other than as described in the Preliminary Limited Offering Memorandum, there are no proceedings pending or threatened
in writing before any court or administrative agency against Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect
on the ability of Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development
of the Development in accordance with the description thereof in the Preliminary Limited Offering Memorandum. (e) Information. The information prepared and submitted by the Developer
to the City or the Underwriter in connection with the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true
and correct in all material respects. A-4 (f) Preliminary Limited Offering Memorandum. The Developer represents and warrants that the information set forth in the Preliminary Limited
Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE IMPROVEMENT AREA #1 PROJECTS” “THE DEVELOPMENT,” “THE DEVELOPER” “CONTINUING DISCLOSURE
– The Developer”, and, to the best of the Developer’s knowledge after due inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area
#1 Projects and the Development, as defined in the Limited Offering Memorandum), “LEGAL MATTERS — Litigation — The Developer,” and “SOURCES OF INFORMATION” (only as it pertains to the
Developer) is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The Developer agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained
in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. (g) Events of Default. No “Event of Default” or “event of default”
by the Developer under any of the Developer Documents, any documents to which Developer is a party described in the Preliminary Limited Offering Memorandum, or under any material documents
relating to the financing and construction of the Improvement Area #1 Projects to which the Developer is a party, or event that, with the passage of time or the giving of notice or
both, would constitute such “Event of Default” or “event of default,” by the Developer has occurred and is continuing. 5. Indemnification. (a) The Developer will indemnify and hold
harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become
subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained or incorporated by reference in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions
“PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer,
the Improvement Area #1 Projects, and the Development), “LEGAL MATTERS — Litigation – The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING
DISCLOSURE – The Developer” or any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as
qualified above), or arise out of or are based upon the omission or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the
aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any A-5 reasonable legal
or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. (b) Promptly after receipt by an
indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying
party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice.
In case any such action shall be brought against an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses,
in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not
be liable for any settlement of any such action effected without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff
in any such action, the indemnifying party will indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The
indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Developer or the Underwriter. 6. Survival of Representations,
Warranties and Covenants. All representations, warranties, and agreements in this Developer Letter of Representations will survive regardless of (a) any investigation or any statement
in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Developer Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of
the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Developer Letter of Representations. [Signature page to
follow] A-6 DEVELOPER: MM ANNA 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware
limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its Manager B-1 APPENDIX B $9,400,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT
REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) ISSUE PRICE CERTIFICATE The undersigned, as the duly authorized representative
of FMSbonds, Inc. (the “Purchaser”), hereby certifies with respect to the $9,400,000 City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement
District Neighborhood Improvement Area #1 Project) (“the “Bonds”) issued by the City of Anna, Texas (the “Issuer”), hereby certifies, based on its records and information, as follows:
(a) [Other than the Bonds maturing in ____________ (the “Hold-the-Price Maturities”), the][The first price at which at least ten percent (“Substantial Amount”) of the principal amount
of each maturity of the Bonds having the same credit and payment terms (a “Maturity”) was sold to a person (including an individual, trust, estate, partnership, association, company,
or corporation) other than an Underwriter (the “Public”) is set forth in the final Limited Offering Memorandum relating to the Bonds. (Add (b) and (c) only if there are Hold-the-Price
Maturities) (b) On or before the first day on which there is a binding contract (“Purchase Contract”) in writing for the sale of the Bonds (the “Sale Date”), the Purchaser offered to
the Public each Maturity of the Hold-the-Price Maturities at their respective initial offering prices (the “Initial Offering Prices”), as listed in the final Limited Offering Memorandum
relating to the Bonds. (c) As set forth in the Purchase Contract, the Purchaser agreed in writing to neither offer nor sell any of the Hold-the-Price Maturities to any person at any
higher price than the respective Initial Offering Price for such Hold-the-Price Maturities until a date that is the earlier of the close of the fifth business day after the Sale Date
or the date on which the Purchaser sells a Substantial Amount of a Hold-the-Price Maturities of the Bonds to the Public at no higher price than the Initial Offering Price for such Hold-the-Price
Maturity. A copy of the pricing wire or equivalent communication for the Bonds is attached to this Certificate as Schedule A. For purposes of this Issue Price Certificate, the term
“Underwriter” means (1) (i) a person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public, or (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this paragraph
(including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public) to participate in B-2 the initial
sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph. [Signature
page to follow] B-3 The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the
Federal Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by McCall, Parkhurst & Horton L.L.P. in connection with rendering its
opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal
income tax advice that it may give to the Issuer from time to time relating to the Bonds. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of
law and makes no representation as to the legal sufficiency of the factual matters set forth herein. EXECUTED and DELIVERED this _______________, 2021. FMSbonds, Inc. By:
Name: Title: SCHEDULE A PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) C-1 APPENDIX C [LETTERHEAD OF THE CITY ATTORNEY] July 27, 2021 FMSbonds, Inc. 5
Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas
75201 City of Anna 111 N. Powell Parkway Anna, Texas 75409 $9,400,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT) Ladies and Gentlemen: We are the City Attorney of the City of Anna, Texas (the “City”) and render this opinion in connection with the issuance and sale
of $9,400,000 “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project)” (the “Bonds”), by the
City, a political subdivision of the State of Texas (the “State”). The Bonds are authorized pursuant to Ordinance No. [_________] and enacted by the City Council of the City (the “City
Council”) on July 27, 2021 (the “Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas
Local Government Code, as amended (the “Act”) and the Indenture of Trust dated as of August 1, 2021 (the “Indenture”) by and between the City and Regions Bank as trustee (the “Trustee”).
The Bonds are being sold to FMSbonds, Inc. pursuant to the Bond Purchase Agreement dated July 27, 2021 between the City and FMSbonds, Inc. (the “Bond Purchase Agreement”). This opinion
is being delivered pursuant to Section 9(c) of the Bond Purchase Agreement. Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated
herein. In connection with rendering this opinion, we have reviewed: (a) The Resolution No. [_____] enacted by the City Council on December 8, 2020, (the “Creation Resolution.”); C-2
(b) Ordinance No. [_______] approved by the City Council on July 27, 2021, and the Service and Assessment Plan (the “Service and Assessment Plan”) attached as an exhibit thereto (the
“Assessment Ordinance”); (c) The Bond Ordinance; (d) The Indenture; (e) The Bond Purchase Agreement; (f) That certain Sherley Tract Subdivision Improvement Agreement between the City,
BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna 325, LLC a Texas limited liability company (“the Developer”), effective as of June 9, 2020, as amended by that certain First Amended Sherley
Tract Subdivision Improvement Agreement, effective as of July 14, 2020 (the “Development Agreement”); (g) That certain Continuing Disclosure Agreement of Issuer with respect to the
Bonds, dated as of August 1, 2021 (the “City Continuing Disclosure Agreement”), executed and delivered by the City, P3Works, LLC as “Administrator”, and Regions Bank, as Dissemination
Agent; (h) That certain Improvement Area #1 Landowner Agreement dated as of July 27, 2021, executed and delivered by the Developer and the City (the “Landowner Agreement”); (i)
That certain Sherley Tract No. 2 Public Improvement District Improvement Area #1 Construction, Funding, and Acquisition Agreement between the Developer and the City dated July 27, 2021
(the “CFA Agreement”); (j) Ordinance No. 912-2021 creating Reinvestment Zone Number Three, City of Anna, Texas (“the TIRZ Creation Ordinance”) pursuant to Chapter 311 of the Texas
Tax Code (the “TIRZ Act”) and the Preliminary Project and Financing Plan, dated as of July 13, 2021 (the “TIRZ Project and Finance Plan”). (k) Such other documents, records, agreements
or certificates as we have deemed necessary or appropriate to enable us to render the opinions expressed below. The Creation Resolution, the Assessment Ordinance, the Indenture, the
Bond Ordinance, and the TIRZ Creation Ordinance shall hereinafter be collectively referred to as the “Authorizing Documents” and the remaining documents shall hereinafter be collectively
referred to as the “City Documents.” In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents
submitted to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution and delivery of the City Documents by
all parties other than the City. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that: C-3 1. The
City is a Texas political subdivision and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The
City has taken or obtained all actions, approvals, consents and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the
City Documents and the performance of its obligations thereunder. 2. To the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity,
before or by any court, public board or body, pending, or threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices,
(b) in any way questioning the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the
payment, collection or application of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Assessments in Improvement Area #1 of the
District pursuant to the provisions of the Assessment Ordinance and the Service and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability or
the City’s performance of the City Documents, (e) contesting the exclusion of the interest on the Bonds from federal income taxation, or (f) which may result in any material adverse
change relating to the financial condition of the City. 3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof. 4. The City
Documents have been duly authorized, executed and delivered by the City and are legal, valid and binding obligations of the City enforceable against the City in accordance with their
respective terms. However, the enforceability of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the rights of creditors generally, (b) principles of equity, whether considered at law or in equity, or (c) the application of State law relating
to action by future councils and relating to governmental immunity applicable to governmental entities. 6. No further consent, approval, authorization, or order of any court or governmental
agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the
City Documents (other than those that have been or will be obtained prior to the delivery of the Bonds, including the opinion of the Texas Attorney General). 7. The City has duly authorized
and delivered the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. 8. Based upon my limited participation in the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum (collectively, the “Limited Offering Memorandum”), the statements and information contained in the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum with respect to the City under the captions and subcaptions “ASSESSMENT PROCEDURES – Assessment Methodology” and “ – Assessment Amounts,”
“THE CITY,” “THE DISTRICT,” “THE DEVELOPMENT AGREEMENT,” “LEGAL MATTERS – Litigation – The City,” “CONTINUING DISCLOSURE C-4 – The City” and “– The City’s Compliance with Prior Undertakings”
and “APPENDIX A” are a fair and accurate summary of the laws and the documents and facts summarized therein. 9. The adoption of the Authorizing Documents, the execution and delivery
of the City Documents and the compliance with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of my knowledge:
(a) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which
it is bound, and (b) do not and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation,
constitutional provision, court order or consent decree to which the City is subject. This opinion may not be relied upon by any other person except those specifically addressed in
this letter. Very truly yours, ______________________ CITY ATTORNEY D-1 APPENDIX D [LETTERHEAD OF MIKLOS CINCLAIR] July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna,
Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Wolfe, Tidwell & McCoy, LLP 2591 Dallas
Parkway, Suite 300 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201 Winstead PC 2728 N. Harwood Street Dallas, Texas 75201 $9,400,000
CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) Ladies & Gentlemen: We have acted as
special counsel to MM Anna 325, LLC, a Texas limited liability company (the “Developer”) in connection with the issuance and sale by the City of Anna, Texas (the “City”), of $9,400,000
City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project) (the “Bonds”), pursuant to the Indenture
of Trust dated as of August 1, 2021 (the “Indenture”), by and between the City and Regions Bank, as trustee (the “Trustee”). Proceeds from the sale of the Bonds will be used, in part,
to fund certain public infrastructure improvements in the Development (as defined in the Limited Offering Memorandum) located in the City. The Bonds are being sold by FMSbonds, Inc.
(the “Underwriter”), pursuant to that certain Bond Purchase Agreement dated July 27, 2021 (the “Bond Purchase Agreement”), by and between the City and the Underwriter. All capitalized
terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. D-2 In our capacity as special counsel to the Developer, and for
purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents (collectively,
the “Material Documents”): (1) the Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective as of June 9, 2020,
as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement, effective as of July 14, 2020; (2) the Sherley Tract Public Improvement District No. 2 Improvement
Area #1 Reimbursement Agreement between the Developer and the City dated July 27, 2021; (3) the Sherley Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding,
and Acquisition Agreement between the Developer and the City dated July 27, 2021; (4) the Improvement Area #1 Landowner Agreement dated as of July 27, 2021 executed by the City and
the Developer; (5) the Continuing Disclosure Agreement of Developer dated as of August 1, 2021 among the Developer, P3Works, LLC, as Administrator and Regions Bank, as Dissemination
Agent; and (6) the Developer Letter of Representations dated as of July 27, 2021; (b) General Certificate of the Developer and the Closing Certificate of the Developer, each dated
as of the date hereof (together, the “Developer Certificate”); (c) The Preliminary Limited Offering Memorandum, dated July 19, 2021, as supplemented July 27, 2021, relating to the issuance
of the Bonds (the “Preliminary Limited Offering Memorandum”); (d) The final Limited Offering Memorandum, dated July 27, 2021, relating to the issuance of the Bonds (collectively with
the Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”); and (e) Such other documents, records, agreements, and certificates of the Developer as we have deemed
necessary or appropriate to render the opinions expressed below. In basing the opinions and other matters set forth herein on “our knowledge,” the words “our knowledge” signify that,
in the course of our representation of the Developer, the principal attorneys in this firm involved in the current actual transaction do not have actual knowledge or actual notice that
any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied are not accurate and complete. Except
as otherwise stated herein, we have undertaken no independent investigation or certification of such matters. The words “our knowledge” and similar language used herein are intended
to be limited to the knowledge of the attorneys within our firm who have worked on the matters contemplated by our representation as special counsel. D-3 In rendering the opinions
set forth herein, we have assumed, without independent investigation (other than the Developer), that: (i) the due authorization, execution, and delivery of each of the documents referred
to in this opinion letter by all parties thereto and that each such document constitutes a valid, binding, and enforceable obligation of each party thereto, (ii) all of the parties
to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority (corporate, limited liability company,
partnership or other) and legal right to execute, deliver, and perform its obligations under such documents (except to the extent set forth in our opinions set forth herein regarding
valid existence and power and authority of the Developer to execute, deliver, and perform its obligations under the Material Documents), (iii) each certificate from governmental officials
reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv) the legal capacity of all natural persons, (v) the genuineness of
all signatures (other than those of the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all documents submitted to us as originals, (vii) the
conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative, or other action of any governmental
authority of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (ix) that the execution and delivery by each party of, and performance
of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such party under any agreements, contracts or instruments to which
such party is a party to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party. In addition, we have assumed that the Material Documents
accurately reflect the complete understanding of the parties with respect to the transactions contemplated thereby and the rights and obligations of the parties thereunder. We have
also assumed that the terms and conditions of the transaction as reflected in the Material Documents have not been amended, modified or supplemented, directly or indirectly, by any
other agreement or understanding of the parties or waiver of any of the material provisions of the Material Documents. We assume that none of the parties to the Material Documents (other
than the Developer) is a party to any court or regulatory proceeding relating to or otherwise affecting the Material Documents or is subject to any order, writ, injunction or decree
of any court or federal, state or local governmental agency or commission that would prohibit the execution and delivery of the Material Documents, or the consummation of the transactions
therein contemplated in the manner therein provided, or impair the validity or enforceability thereof. We assume that each of the parties to the Material Documents (other than Developer)
has full authority to close this transaction in accordance with the terms and provisions of the Material Documents. We assume that neither the Underwriter nor the City nor their respective
counsel has any current actual knowledge of any facts not known to us or any law or judicial decision which would make the opinions set forth herein incorrect, and that no party upon
whom we have relied for purposes of this opinion letter has perpetrated a fraud. We have only been engaged by our clients in connection with the Material Documents (and the transactions
contemplated in the Material Documents) and do not represent these clients generally. Opinions and Assurances D-4 Based solely upon the foregoing, and subject to the assumptions and
limitations set forth herein, we are of the opinion that: 1. The execution and delivery by the Developer of the Material Documents and the performance by the Developer of its obligations
under the Material Documents will not (i) violate any applicable law; or (ii) conflict with or result in the breach of any court decree or order of any governmental body identified
in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion binding upon or affecting
the Developer, the conflict with which or breach of which would have a material, adverse effect on the ability of the Developer to perform its obligations under the Material Documents
to which it is a party. 2. To our knowledge, no governmental approval which has not been obtained or taken is required to be obtained or taken by the Developer on or before the date
hereof as a condition to the performance by the Developer of its obligations under the Material Documents to which it is a party, except for governmental approvals that may be required
to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable laws). 3. The Developer has duly executed and
delivered each of the Material Documents to which it is a party, and each of the Material Documents constitute the legal, valid, and binding obligations of the Developer, enforceable
against the Developer in accordance with their respective terms, subject to the following qualifications: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting the rights of creditors generally, (ii) the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied
by a court of law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein may be limited, in whole or in part. The execution, delivery, and
performance by the Developer of its obligations under the Material Documents do not violate any existing laws of the State of Texas applicable to the Developer. 4. To our knowledge
after reasonable inquiry, there are no actions, suits or proceedings pending or threatened against the Developer identified in the Developer Certificate or otherwise actually known
to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any governmental instrumentality
with respect to the validity or enforceability against it of such Material Documents or the transactions described therein. 5. The execution and delivery of the Material Documents do
not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not, conflict with or constitute
a breach of or default under any loan agreement, Indenture, bond note, resolution, agreement or other instrument to which the Developer is a party or is otherwise subject and which
have been identified in the Developer Certificate which violation, breach or default would materially adversely affect the Developer or its performance of its obligations under the
transactions described in the Material Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge,
or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described in the Material Documents (a) under
applicable law D-5 or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument. 6. The information set forth in the Limited Offering Memorandum
under the captions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it
pertains to the Developer, the Improvement Area #1 Projects, and the Development, as defined in the Limited Offering Memorandum),” “LEGAL MATTERS — Litigation — The Developer,” “SOURCES
OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING DISCLOSURE – The Developer,” adequately and fairly describe the information summarized under such captions and
are correct as to matters of law. 7. Subject to the below qualifications and based upon our participation in the preparation of the Limited Offering Memorandum and our participation
at conferences with representatives of the Underwriter and its counsel, of the City and its counsel, and with representatives of the Developer and its lawyers, at which the Limited
Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Limited Offering Memorandum and are not passing upon and
do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum and any amendment or supplement thereto, no
facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph as of the date of the Limited Offering
Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading. Qualifications In addition to any assumptions, qualifications and other
matters set forth elsewhere herein, the opinions set forth above are subject to the following assumptions and qualifications: (a) We have not examined any court dockets, agency files
or other public records regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions, proceedings, investigations or litigation. (b) We have relied
upon the Developer Certificate, as well as the representations of the Developer contained in the Material Documents, with respect to certain facts material to our opinion. Except as
otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations contained therein. (c) Our opinion
delivered pursuant to Section 3 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors’
rights generally and to the effect of general principles of equity, including (without limitation) remedies of specific performance and injunctive relief and concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). D-6 (d) Except for the Material Documents, we have not reviewed,
and express no opinion as to, any other contracts or agreements to which the Developer is a party or by which the Developer is or may be bound. (e) The opinions expressed herein are
based upon and limited to the applicable laws of the State of Texas and the laws of the United States of America, excluding the principles of conflicts of laws thereof, as in effect
as of the date hereof, and our knowledge of the facts relevant to such opinions on such date. In this regard, we note that we are members of the Bar of the State of Texas, we do not
express any opinion herein as to matters governed by the laws of any other jurisdiction, except the United States of America, we do not purport to be experts in any other laws and we
can accept no responsibility for the applicability or effect of any such laws. In addition, we assume no obligation to supplement the opinions expressed herein if any applicable laws
change after the date hereof, or if we become aware of any facts or circumstances that affect the opinions expressed herein. (f) This letter is strictly limited to the matters expressly
set forth herein and no statements or opinions should be inferred beyond such matters. (g) Notwithstanding anything contained herein to the contrary, we express no opinion whatsoever
concerning the status of title to any real or personal property. (h) The opinions expressed herein regarding the enforceability of the Material Documents are subject to the qualification
that certain of the remedial, waiver or other provisions thereof may not be enforceable; but such unenforceability will not, in our judgment, render the Material Documents invalid as
a whole or substantially interfere with the practical realization of the principal legal benefits provided in the Material Documents, except to the extent of any economic consequences
of any procedural delays which may result therefrom. (i) The opinion expressed herein as to the enforceability of the Material Documents is specifically subject to the qualification
that enforceability of the Material Documents is limited by the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966, as amended; (ii) principles of
equity, public policy and unconscionability which may limit the availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation, probate,
conservatorship and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; and (iv) requirements of due process under the United States Constitution,
the Constitution of the State of Texas and other laws or court decisions limiting the rights of creditors to repossess, foreclose or otherwise realize upon the property of a debtor
without appropriate notice or hearing or both. (j) We express no opinion as to whether a court would grant specific performance or any other equitable remedy with respect to the enforcement
of the Material Documents. (k) We express no opinion as to the validity, binding effect, or enforceability of: (i) provisions which purport to waive rights or notices, including rights
to trial by jury, counterclaims or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, waivers of defenses or the benefits of statutes of limitations, marshaling
of assets, the transferability of any assets which by their nature are nontransferable, sales in inverse order of alienation, or severance; (iii) provisions purporting to waive the
benefits of present or of future D-7 laws relating to exemptions, appraisement, valuation, stay of execution, redemption, extension of time for payment, setoff and similar debtor protection
laws; or (iv) provisions requiring a party to pay fees and expenses regardless of the circumstances giving rise to such fees or expenses or the reasonableness thereof. (l) The opinions
expressed herein are subject to the effect of generally applicable rules of law that provide that forum selection clauses in contracts are not necessarily binding on the court(s) in
the forum selected. (m) We express no opinion as to the enforceability of any provisions in the Material Documents purporting to entitle a party to indemnification in respect of any
matters arising in whole or in part by reason of any negligent, illegal or wrongful act or omission of such party. This opinion is furnished to those parties addressed in this letter
solely in connection with the transactions, for the purposes and on the terms described above and may not be relied upon for any other purpose or by any other person in any manner or
for any purpose. Very truly yours, Miklos Cinclair, PLLC By: __________________________ Name: Robert Miklos Its: Member and Director E-1 APPENDIX E CLOSING CERTIFICATE
OF DEVELOPER MM Anna 325, LLC, a Texas limited liability company (the “Developer”) DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined
herein shall have the meaning given to such term in the Limited Offering Memorandum. 1. The Developer is a limited liability company organized, validly existing and in good standing
under the laws of the State of Texas. 2. Representatives of the Developer have provided information to the City of Anna, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”)
to be used in connection with the offering by the City of its $9,400,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement
District Improvement Area #1 Project) (the “Bonds”), pursuant to the City’s Preliminary Limited Offering Memorandum, dated July 19, 2021, as supplemented July 27, 2021, and Limited
Offering Memorandum dated July 27, 2021 (together, the “Limited Offering Memorandum”). 3. The Developer has delivered to the Underwriter and the City true, correct, complete and fully
executed copies of the Developer’s organizational documents, and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. 4. The
Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State and (ii) verification of franchise tax account status from the
Texas Comptroller of Public Accounts for the Developer. 5. The Developer has executed or caused the execution of, and delivered each of the below listed documents (individually, a
“Developer Document” and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid
and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) that certain Developer Letter of Representations dated July 27, 2021; (b)
that certain “Sherley Tract Subdivision Improvement Agreement” between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective as of June 9, 2020, as amended by that
certain First Amended Sherley Tract Subdivision Improvement Agreement effective as of July 14, 2020; (c) that certain “Sherley Tract Public Improvement District No. 2 Improvement Area
#1 Construction, Funding, and Acquisition Agreement” between the Developer and the City dated July 27, 2021; (d) that certain “Sherley Tract Public Improvement District No. 2 Improvement
Area #1 Reimbursement Agreement” between the Developer and the City dated July 27, 2021; E-2 (e) the “Improvement Area #1 Landowner Agreement” dated as of July 27, 2021 executed
by the City and the Developer; and (f) that certain Continuing Disclosure Agreement of the Developer, dated as of August 1, 2021 made by and among the Developer, Regions Bank as dissemination
agent and P3Works, LLC, as Administrator. 6. The Developer has complied in all material respects with all of the Developer’s agreements and covenants and satisfied all conditions required
to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. 7. The representations and warranties of the Developer contained in the
Developer Documents are true and correct in all material respects as if made on the date thereof. 8. The execution and delivery of the Developer Documents by Developer does not violate
any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which Developer is a party. To the Developer’s knowledge,
after due inquiry, there are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that is either not covered by insurance
or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects
or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with the description thereof in the Limited Offering Memorandum. 9. The
Developer has reviewed and approved the information contained in the Limited Offering Memorandum under the captions “PLAN OF FINANCE – Development Plan and Plan of Finance,” “THE IMPROVEMENT
AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area #1 Projects, and the Development), “LEGAL MATTERS
— Litigation — The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING DISCLOSURE – The Developer”, and certifies that the same does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they
are made, not misleading respecting such Developer and the portion of the Development owned by such Developer, provided, however, that the foregoing certification is not a certification
as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum. 10. The Developer is in compliance in all material respects
with all provisions of applicable law in all material respects relating to the Developer in connection with the Development. Except as otherwise described in the Limited Offering Memorandum:
(a) there is no default of any zoning condition, land use permit or development agreement binding upon the Developer or any portion of the Development that would materially and adversely
affect the Developer’s ability to complete or cause to be completed the development of such portion of the Development as described in the Limited Offering Memorandum; and (b) we have
no reason to believe that any additional permits, consents and licenses required to complete the Development E-3 as and in the manner described in the Limited Offering Memorandum
will not be reasonably obtainable in due course. 11. The Developer is not insolvent and has not made an assignment for the benefit of creditors, filed or consented to a petition in
bankruptcy, petitioned or applied (or consented to any third party petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced
any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. 12. The levy of the Assessments
(as defined in the Limited Offering Memorandum) on property in Improvement Area #1 of the District owned by Developer will not conflict with or constitute a breach of or default under
any agreement, indenture or other instrument to which the Developer is a party or to which the Developer or any of its property or assets is subject. 13. The Developer is not in default
under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the
development of the Development. 14. The Developer has no knowledge of any physical condition of the Development owned or to be developed by the Developer that currently requires, or
currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state or local governmental laws or regulations
relating to the environment in any material and adverse respect. Dated: ___________________, 2021 [Signature page to follow] E-1 DEVELOPER: MM ANNA 325, LLC, a Texas limited
liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ____________________________
__ Name: Mehrdad Moayedi Its Manager [Signature page of Closing Certificate of Developer] F-1 APPENDIX F [LETTERHEAD OF INTEGRA REALTY RESOURCES] August 16, 2021
City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite
900 Dallas, Texas 75201 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Winstead PC 2728 N. Harwood St., Ste 500 Dallas, Texas 75201 Re: City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project) (the “Bonds”) Ladies and Gentlemen: The undersigned, ________________,
appraiser of the property contained in Improvement Area #1 of the Sherley Tract Public Improvement District No. 2 (the “District”), does hereby represent the following: 1. On behalf
of Integra Realty Resources DFW, I have supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated July 19, 2021, as supplemented July
27, 2021, and the Limited Offering Memorandum for the Bonds, dated on or about July 27, 2021 (together, the “Limited Offering Memorandum”), relating to the issuance of the Bonds by
the City of Anna, Texas, as described above. The information I have provided is the real estate appraisal of the property in Improvement Area #1 of the District, located in APPENDIX
E to the Limited Offering Memorandum, and the description thereof, set forth under the caption “APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #1 OF THE DISTRICT — The Appraisal”. 2.
To the best of my professional knowledge and belief, as of the date of my appraisal report, the portion of the Limited Offering Memorandum described above does not contain an untrue
statement of a material fact as to the information and data set forth therein, and does not omit to state a material fact necessary to make the statements made therein, in the light
of the circumstances under which they were made, not misleading. 3. I agree to the inclusion of the Appraisal in the Limited Offering Memorandum and the use of the name of my firm in
the Limited Offering Memorandum for the Bonds. F-2 4. I agree that, to the best of my ability, I will inform you immediately should I learn of any event(s) or information of which
you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about August 16, 2021) which would render any
such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in any material fact or render any statement in the appraisal materially misleading. 5. The undersigned
hereby represents that he has been duly authorized to execute this letter of representations. Sincerely yours, INTEGRA REALTY RESOURCES - DFW By: Its: G-1 APPENDIX G [LETTERHEAD
OF ADMINISTRATOR] August 16, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 McCall, Parkhurst &
Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Winstead PC 2728 N. Harwood St., Ste 500 Dallas, Texas
75201 Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project) (the “Bonds”) Ladies and
Gentlemen: The undersigned, an authorized representative of P3Works, LLC (“P3Works”), consultant in connection with the creation by the City of Anna, Texas (the “City”), of the Sherley
Tract Public Improvement District No. 2 (the “District”), does hereby represent the following: 1. P3Works has supplied certain information contained in the Preliminary Limited Offering
Memorandum, dated July 19, 2021, as supplemented July 27, 2021 (the “Preliminary Limited Offering Memorandum”), and the final Limited Offering Memorandum, dated on or about July 27,
2021 (together with the Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”), both in connection with the Bonds, relating to the issuance of the Bonds by the
City, as described above. The information P3Works provided for the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is located (a) under the captions “ASSESSMENT
PROCEDURES — Assessment Methodology” and “— Assessment Amounts”, “OVERLAPPING TAXES AND DEBT,” and “THE ADMINISTRATOR,” and (b) in the Service and Assessment Plan (the “SAP”) for the
City located in APPENDIX B to the Limited Offering Memorandum. 2. To our professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain
an untrue statement of a material fact as to the information and data set forth therein, and do not omit to state a material fact necessary to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. G-2 3. We agree to the inclusion of the SAP in the Preliminary Limited Offering Memorandum and the Limited
Offering Memorandum and to the use of the name of our firm in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum for the Bonds. 4. We agree that, to the
best of our ability, we will inform you immediately should we learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the
actual time of delivery of the Bonds (anticipated to occur on or about August 16, 2021) which would render any such information in the Limited Offering Memorandum untrue, incomplete,
or incorrect, in any material fact or render any such information materially misleading. 5. The undersigned hereby represents that he or she has been duly authorized to execute this
letter of representation. Sincerely yours, P3WORKS, INC. By: Its:
(FMS) ANNA SHERLEY TRACT PID (2021 IA #1 Bonds) -- Issuer CDA 4818-4747-8492 3 (Needs P3Works sig).pdf Microsoft Word - (FMS) ANNA SHERLEY TRACT PID (2021 IA #1 Bonds) -- Issuer CDA
4818-4747-8492 3
CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) CONTINUING DISCLOSURE AGREEMENT OF
THE ISSUER This Continuing Disclosure Agreement of the Issuer dated as of August 1, 2021 (this “Disclosure Agreement”) is executed and delivered by and between the City of Anna, Texas
(the “Issuer”), P3Works, LLC (the “Administrator”), and Regions Bank, an Alabama state banking corporation (the “Dissemination Agent”) with respect to the Issuer’s “Special Assessment
Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)” (the “Bonds”). The Issuer and the Dissemination Agent covenant and agree as
follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer and the Dissemination Agent for the benefit of the
Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB (defined below) or the SEC (defined below), all filings
made by the Dissemination Agent pursuant to this Agreement shall be filed with the MSRB through EMMA (defined below). SECTION 2. Definitions. In addition to the definitions set forth
above and in the Indenture of Trust dated as of August 1, 2021, relating to the Bonds (the “Indenture”), which apply to any capitalized term used in this Disclosure Agreement unless
otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Administrator” shall mean, initially, P3Works, LLC, or thereafter any the employee
or designee of the Issuer who shall have the responsibilities provided in the District’s Service and Assessment Plan, or any other agreement or document approved by the Issuer related
to the duties and responsibilities of the administration of the District. “Affiliate” shall have the meaning assigned to such term in the Disclosure Agreement of the Developer. “Annual
Collection Costs” shall have the meaning assigned to such term in the Service and Assessment Plan. “Annual Financial Information” shall mean annual financial information as such term
is specified in Section 4(a) of this Disclosure Agreement. “Annual Installment(s)” shall have the meaning assigned to such term in the Indenture. “Annual Issuer Report” shall mean any
Annual Issuer Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4(a) of this Disclosure Agreement. “Assessments” shall have the meaning assigned to such
term in the Indenture. “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the State of Texas observed as such by the Issuer or the Trustee. 2 “Developer”
shall mean MM Anna 325, LLC, a Texas limited liability company, including any Affiliate of the Developer and its successors and assigns. “Disclosure Agreement of the Developer” shall
mean the Continuing Disclosure Agreement of the Developer dated as of August 1, 2021 executed and delivered by the Developer, the Administrator and Regions Bank, as Dissemination Agent.
“Disclosure Representative” shall mean the Finance Director of the Issuer or his or her designee, or such other officer or employee as the Issuer, may designate in writing to the Dissemination
Agent from time to time. “Dissemination Agent” shall mean Regions Bank, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee
a written acceptance of such designation. “District” shall mean Sherley Tract Public Improvement District No. 2 within the City of Anna, Texas. “EMMA” shall mean the Electronic Municipal
Market Access System available on the internet at http://emma.msrb.org. “Fiscal Year” shall mean the calendar year from October 1 through September 30. “Listed Events” shall mean any
of the events listed in Section 5(a) of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC
to receive reports pursuant to the Rule. “Outstanding” shall have the meaning given to it in the Indenture. “Owner” shall mean the registered owner of any Bonds. “Underwriter” shall
mean FMSbonds, Inc., and its successors and assigns. “Prepayment” shall mean the payment of all or a portion of an Assessment before the due date thereof. Amounts received at the time
of a Prepayment which represent a principal, interest or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as
the payment of the regularly scheduled Assessment. “Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time
to time. “SEC” shall mean the United States Securities and Exchange Commission. “Service and Assessment Plan” shall have the meaning assigned to such term in the Indenture. 3 “Trust
Estate” shall have the meaning assigned to such term in the Indenture. “Trustee” shall mean Regions Bank, or any successor trustee pursuant to the Indenture. SECTION 3. Provision of
Annual Issuer Reports. (a) The Issuer shall cause and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other form required
by the MSRB, commencing with the Fiscal Year ending September 30, 2021, an Annual Issuer Report provided to the Dissemination Agent which is consistent with the requirements of and
within the time periods specified in Section 4 of this Disclosure Agreement. In each case, the Annual Issuer Report may be submitted as a single document or as separate documents comprising
a package and may include by reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer’s Fiscal Year changes, it shall file notice of such change
(and of the date of the new Fiscal Year) with the MSRB prior to the next date by which the Issuer otherwise would be required to provide the Annual Issuer Report pursuant to this paragraph.
All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. Not later than ten (10) days prior to the date specified in Section 4 of
this Disclosure Agreement for providing the Annual Issuer Report to the MSRB, the Issuer shall provide the Annual Issuer Report to the Dissemination Agent and direct the Dissemination
Agent in writing to provide such Annual Issuer Report to the MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer. If by the fifth (5th) day
before the filing date required under Section 4 of this Disclosure Agreement, the Dissemination Agent has not received a copy of the Annual Issuer Report, the Dissemination Agent may
contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide Annual Issuer Report pursuant to this subsection
(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business
Days prior to the filing date required under Section 4 of this Disclosure Agreement; or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide
the Annual Issuer Report within the time required under this Disclosure Agreement, state the date by which the Annual Issuer Report for such year will be provided and instruct the Dissemination
Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A; provided, however, that in the event the Disclosure Representative is required to act
under either (i) or (ii) described above, the Dissemination Agent is hereby authorized and directed to file the Annual Issuer Report or the notice of failure to file, as applicable,
to the MSRB, no later than six months after the end of each Fiscal Year; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or
(ii) described above, the Dissemination Agent is hereby authorized and directed to file a notice of failure to file no later than on the last Business Day of the six month period after
the end of the Fiscal Year. (b) The Issuer shall or shall cause the Dissemination Agent to: (i) determine the filing address or other filing location of the MSRB each year prior to
filing the Annual Issuer Report on the date required in subsection (a); 4 (ii) file the Annual Issuer Report containing or incorporating by reference the information set forth in
Section 4(a) hereof; and (iii) if the Issuer has provided the Dissemination Agent with the completed Annual Issuer Report and the Dissemination Agent has filed such Annual Issuer Report
with the MSRB, then upon the Issuer’s written request, the Dissemination Agent shall file a report with the Issuer certifying that the Annual Issuer Report has been provided pursuant
to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB. SECTION 4. Content and Timing of Annual Issuer Reports; Audited Financial Statements.
(a) The Annual Issuer Report for the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file,
at Issuer’s written direction, the following: Within six months after the end of each Fiscal Year the following Annual Financial Information (any or all of which may be unaudited):
(i) Tables setting forth the following information, as of the end of such Fiscal Year: (A) For the Bonds, the maturity date or dates, the interest rate or rates, the original aggregate
principal amount and principal amount remaining Outstanding; (B) The amounts in the funds and accounts securing the Bonds; and (C) The assets and liabilities of the Trust Estate.
(ii) The principal and interest paid on the Bonds during the most recent Fiscal Year and the minimum scheduled principal and interest required to be paid on the Bonds in the next
Fiscal Year. (iii) Any changes to the land use designation for the property in Improvement Area #1 of the District from the purposes identified in the Service and Assessment Plan. (iv)
Updates to the information in the Service and Assessment Plan as most recently amended or supplemented (a “SAP Update”), including any changes to the methodology for levying the Assessments
in Improvement Area #1 of the District. (v) The aggregate taxable assessed valuation for parcels or lots within Improvement Area #1 of the District based on the most recent certified
tax roll available to the Issuer. (vi) With respect to single-family residential lots, until building permits have been issued for parcels or lots representing, in the aggregate, 95%
of the total Assessments levied within Improvement Area #1 of the District, such SAP Update shall include the following: 5 (A) the number of new homes completed in Improvement Area
#1 of the District during such Fiscal Year; and (B) the aggregate number of new homes completed within Improvement Area #1 of the District since filing the initial Annual Issuer Report
for Fiscal Year ended September 30, 2021. (vii) Listing of any property or property owners in Improvement Area #1 of the District representing more than five percent (5%) of the levy
of Assessments, the amount of the levy of Assessments against such landowners, and the percentage of such Assessments relative to the entire levy of Assessments within Improvement Area
#1 of the District, all as of the October 1 billing date for the Fiscal Year. (viii) Collection and delinquency history of the Assessments within Improvement Area #1 of the District
for the past five Fiscal Years, in the following format: Collection and Delinquent History of Assessments Collected in Fiscal Year Ending 9/30 Assessment Billed Parcels Levied Delinquent
Amount as of 3/1 Delinquent Percentage as of 3/1 Delinquent Amount as of 9/1 Delinquent Percentage as of 9/1 Total Assessments Collected(1) 20__ $ — — $ (1) Collected as of _________,
20__. Includes $___________ attributable to Prepayments. (ix) For each calendar year, if the total amount of Annual Installments that are delinquent as of September 1 in such calendar
year is equal to or greater than ten (10%) of the total amount of Annual Installments due in such calendar year, a list of parcel numbers for which the Annual Installments are delinquent.
(x) Total amount of Prepayments collected, as of the February 15 of the calendar year immediately succeeding such Fiscal Year, in each case with respect to the most recent billing period
(generally, October 1 of the preceding calendar year through January 31 of the current calendar year). (xi) The amount of delinquent Assessments by Fiscal Year: (A) which are subject
to institution of foreclosure proceedings (but as to which such proceedings have not been instituted); (B) which are currently subject to foreclosure proceedings which have not been
concluded; (C) which have been reduced to judgment but not collected; (D) which have been reduced to judgment and collected; and 6 (E) the result of any foreclosure sales of
assessed property within Improvement Area #1 of the District if the assessed property represents more than one percent (1%) of the total amount of Assessments. (xii) A description of
any amendment to this Disclosure Agreement and a copy of any restatements to the Issuer’s audited financial statements during such Fiscal Year. See Exhibit B hereto for a form for
submitting the information set forth in the preceding paragraphs. The Issuer has designated P3Works, LLC as the initial Administrator. The Administrator, and if no Administrator is
designated, Issuer’s staff, shall prepare the Annual Financial Information. (b) The Issuer shall provide annually to the MSRB through its EMMA, within twelve (12) months after the end
of each Fiscal Year ending on or after September 30, 2021, audited financial statements of the Issuer. If the audit of such financial statements are not complete within such period,
the Issuer shall provide unaudited financial statements for the applicable Fiscal Year within such twelve-month period to the MSRB through EMMA, and audited financial statements to
the MSRB through EMMA when the audit report on such statements becomes available. (c) Any or all of the items listed above may be included by specific reference to other documents,
including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final
offering document, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, each of the following is a Listed Event with respect to the Bonds: 1. Principal and interest payment delinquencies. 2. Non-payment
related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices
of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the
Bonds. 7. Modifications to rights of Owners, if material. 8. Bond calls, if material. 7 9. Defeasances. 10. Release, substitution, or sale of property securing repayment of the Bonds,
if material. 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation, or acquisition of the Issuer,
or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action
or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee under
the Indenture or the change of name of a trustee, if material. 15. Incurrence of a financial obligation of the obligated person, if material, or agreements to covenants, events of default,
remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders if material. 16. Default, event of acceleration,
termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. For
these purposes, any event described in in the immediately preceding paragraph (12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and
officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement,
or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. For these purposes, “financial
obligation” means (i) a debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation;
or (iii) guarantee of (i) or(ii). The term “financial obligation” shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities
Rulemaking Board consistent with the Rule. Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing
and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the MSRB. Following receipt of such with written direction the Dissemination Agent shall
file such within ten (10) Business Days of the occurrence of such Listed Event; provided that the Dissemination Agent shall not be liable for the filing of notice of any Listed Event
more than ten (10) Business Days after the occurrence of such Listed Event if notice of such 8 Listed Event is received from the Issuer more than ten (10) Business Days after the
occurrence of such Listed Event. Additionally, the Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide annual audited financial statements or Annual
Financial Information as required under this Disclosure Agreement. Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires
to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination
Agent to disseminate the information (which date shall not be more than ten (10) Business Days after the occurrence of the Listed Event or failure to file). In all cases, the Issuer
shall have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures. In addition, the Issuer shall have the sole responsibility
to ensure that any notice required to be filed under this Section 5 is filed within ten (10) Business Days of the occurrence of the Listed Event. (b) The Dissemination Agent and the
Administrator shall, within one (1) Business Day of obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative
in writing of such Listed Event. The Dissemination Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written
instructions from the Disclosure Representative to do so. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not
that of the the Administrator or the Dissemination Agent. It is agreed and understood that the Dissemination Agent and the Administrator have agreed to give the foregoing notice to
the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but are under no obligation to investigate whether any such event has occurred. As used above,
“actual knowledge” means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent or the Administrator
be liable in damages or in tort to the Issuer or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such
notice in a timely fashion. (c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8, 10, 13,
14 or 15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly notify the Dissemination Agent and the Trustee (if the Dissemination
Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (d). (d) If the Dissemination Agent has been instructed
in writing by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with the MSRB (which date shall not be
more than ten (10) Business Days after the occurrence of the Listed Event or failure to file). SECTION 6. Termination of Reporting Obligations. The obligations of the Issuer and the
Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer
an obligated person 9 with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent of an opinion of nationally recognized bond counsel
to the effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding, the Dissemination Agent may assume that the Issuer is an obligated person
with respect to the Bonds until it receives written notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and
the Dissemination Agent may conclusively rely upon such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written
notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect
to the Bonds under Section 5(a). SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist
it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any
time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall be Regions Bank SECTION
8. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination
Agent shall not unreasonably withhold its consent to any amendment so requested by the Issuer), and any provision of this Disclosure Agreement may be waived, provided that the following
conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that
arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the
time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either
(i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion
of nationally recognized bond counsel, materially impair the interests of the Owners or beneficial owners of the Bonds. In the event of any amendment or waiver of a provision of this
Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Issuer Report, and shall include, as applicable, a narrative explanation of the reason for
the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented
by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the
same manner as for a Listed Event under Section 5(a), and (ii) the Annual Issuer Report for the year in which the change is made should present a comparison (in narrative form and also,
if feasible, 10 in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting
principles. No amendment which adversely affects the Dissemination Agent may be made without its prior written consent (which consent will not be unreasonably withheld or delayed).
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination
set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Issuer Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Issuer Report or notice of occurrence of a Listed
Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation (and the Dissemination Agent shall incur no liability or obligation)
under this Disclosure Agreement to update such information or include it in any future Annual Issuer Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event
of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of the Owners of at least 25% aggregate principal
amount of Outstanding Bonds, shall, upon being indemnified to its satisfaction as provided in the Indenture), or any Owner or beneficial owner of the Bonds may take such actions as
may be necessary and appropriate to cause the Issuer, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement
shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer
to comply with this Disclosure Agreement shall be an action for mandamus or specific performance. A default under this Disclosure Agreement by the Issuer shall not be deemed a default
under the Disclosure Agreement of Developer by the Developer, and a default under the Disclosure Agreement of the Developer by the Developer shall not be deemed a default under this
Disclosure Agreement by the Issuer. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent and the Administrator. (a) The Dissemination Agent shall not have any duty
with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to hold
harmless the Dissemination Agent, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property
owners in Improvement Area #1 of the District, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence
or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising
from information provided to the Dissemination Agent by the Developer or the failure of the Developer to provide information to the Dissemination Agent as and when required under the
Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment in full of the Bonds.
Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is an “obligated person” under the Rule. The Dissemination Agent is not acting
11 in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The fact that the Dissemination Agent may have a banking or other business
relationship with the Issuer or any person with whom the Issuer contracts in connection with the transaction described in the Indenture, apart from the relationship created by the Indenture
or this Disclosure Agreement, shall not be construed to mean that the Dissemination Agent has actual knowledge of any event described in Section 5 above, except as may be provided by
written notice to the Dissemination Agent pursuant to this Disclosure Agreement. The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing in
the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the Dissemination
Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (b) The Administrator shall not have any responsibility
for the (1) accuracy of any information provided by third parties or the Issuer for the disclosures made pursuant to the terms hereof, or (2) the untimeliness of any information provided
by third parties or the Issuer for the disclosures made pursuant to the terms hereof, except where such untimeliness is attributable to the actions or inactions of the Administrator.
The Administrator shall have only such duties as are specifically set forth in Sections 3 and 4 of this Disclosure Agreement, and no implied covenants shall be read into this Disclosure
Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but
only with funds to be provided by the Developer or from Assessments collected from the property owners in the District, against any loss, expense and liabilities which it may incur
arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability
resulting from information provided to the Administrator by the Issuer, but excluding liabilities due to the Administrator’s negligence or willful misconduct; provided, however, that
nothing herein shall be construed to require the Issuer to indemnify the Administrator for losses, expenses or liabilities arising from information provided to the Administrator by
third parties or the Developer, or the failure of any third party or the Developer to provide information to the Administrator as and when required under this Agreement. The obligations
of the Issuer under this Section shall survive resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed
to mean or to imply that the Administrator is an “obligated person” under the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of its
respective obligations hereunder. The Administrator shall not in any event incur any liability with respect to any action taken or omitted to be taken in reliance upon any document
delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper party or parties. The Administrator may, from time to time, consult with
legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or their respective duties
hereunder, and the Administrator shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (c) UNDER NO CIRCUMSTANCES
SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES 12 RESULTING
IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, THE ADMINISTRATOR OR THE DISSEMINATION AGENT, RESPECTIVELY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED
IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE. NEITHER THE DISSEMINATION AGENT NOR THE ADMINISTRATOR ARE UNDER ANY OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION. SECTION 12. No Personal Liability.
No covenant, stipulation, obligation or agreement of the Issuer or Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation
or agreement of any present or future council members, officer, agent or employee of the Issuer or Dissemination Agent in other than that person's official capacity. SECTION 13. Severability.
In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken
thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or
provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that
such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for its operation on the provision determined
to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof
affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be
effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. SECTION 14. Sovereign Immunity. The Dissemination Agent agrees that nothing
in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer’s sovereign or governmental immunities regarding liability or suit. SECTION 15. Beneficiaries.
This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Underwriter, the Dissemination Agent and the Owners and the beneficial owners from time to time of the
Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the
Issuer under federal and state securities laws. SECTION 16. Dissemination Agent Compensation. The fees and expenses incurred by the Dissemination Agent for its services rendered in
accordance with this Disclosure Agreement constitute Annual Collection Costs and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment
Plan. The Issuer shall pay or reimburse the Dissemination Agent, but only with funds to be provided from Assessments collected from the property owners in Improvement Area #1 of the
District, for its fees and expenses for the Dissemination Agent’s services rendered in accordance with this Disclosure Agreement. 13 SECTION 17. Assessment Timeline. The basic expected
timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit C which is intended to illustrate
the general procedures expected to be followed in enforcing the payment of delinquent Assessments. SECTION 18. Anti-Boycott Verification. The Dissemination Agent hereby verifies that
it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Disclosure Agreement is a contract for
goods or services, will not boycott Israel during the term of this Disclosure Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government
Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, “boycott Israel” means refusing to deal with, terminating business
activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity
doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. The Dissemination Agent understands “affiliate”
to mean an entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make a profit. SECTION 19. Iran, Sudan and Foreign Terrorist
Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Dissemination Agent represents that neither the Dissemination Agent, nor any parent company, wholly-
or majority-owned subsidiaries, and other affiliates of the Dissemination Agent is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts
under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-l
ist.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply
with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal law and excludes the Dissemination Agent and each parent
company, wholly- or majority-owned subsidiaries, and other affiliates of the Dissemination Agent, if any, that the United States government has affirmatively declared to be excluded
from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist organization. The Dissemination Agent understands
“affiliate” to mean any entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make a profit. SECTION 20. Governing Law. This
Disclosure Agreement shall be governed by the laws of the State of Texas. SECTION 21. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument. [remainder of page left blank intentionally] SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE
AGREEMENT S-3 P3WORKS, LLC (as Administrator) By: Name: Title: A-1 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE ANNUAL ISSUER REPORT Name of Issuer:
City of Anna, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project) CUSIP Nos. [insert
CUSIP NOs.] Date of Delivery: ______________, 20__ NOTICE IS HEREBY GIVEN that the City of Anna, Texas, has not provided [an Annual Issuer Report][annual audited financial statements]
with respect to the above-named bonds as required by the Continuing Disclosure Agreement of Issuer dated [INDENTURE DATE], 2021, between the Issuer and Regions Bank, as “Dissemination
Agent.” The Issuer anticipates that [the Annual Issuer Report][annual audited financial statements] will be filed by ________________. Dated: _________________ Regions Bank (as Dissemination
Agent) By: Title: cc: City of Anna Texas B-1 EXHIBIT B CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO.
2 IMPROVEMENT AREA #1 PROJECT) ANNUAL ISSUER REPORT* Delivery Date: __________, 20__ CUSIP NOSs: [insert CUSIP NOs.] BONDS OUTSTANDING CUSIP Number Maturity Date Interest
Rate Original Principal Amount Outstanding Principal Amount Outstanding Interest Amount INVESTMENTS Fund/ Account Name Investment Description Par Value Book Value
Market Value _________________________ *Excluding Audited Financial Statements of the Issuer ASSETS AND LIABILITIES OF PLEDGED TRUST ESTATE Bonds (Principal Balance) ___________________
Funds and Accounts [list] ___________________ TOTAL ASSETS ___________________ LIABILITIES Outstanding Bond Principal ___________________ Outstanding Program Expenses (if any)
___________________ TOTAL LIABILITIES ___________________ B-2 EQUITY Assets Less Liabilities ___________________ Value to Debt Ratio ___________________ Form of Accounting
Cash Accrual Modified Accrual ITEMS REQUIRED BY SECTIONS 4(a)(ii) – (vii) [Insert a line item] SECTION 4(a)(viii) COLLECTION AND DELINQUENCY HISTORY OF THE ASSESSMENTS WITHIN THE
DISTRICT FOR THE PAST FIVE FISCAL YEARS, IN THE FOLLOWING FORMAT: Collection and Delinquent History of Assessments Collected in Fiscal Year Ending 9/30 Assessment Billed Parcels
Levied Delinquent Amount as of 3/1 Delinquent Percentage as of 3/1 Delinquent Amount as of 9/1 Delinquent Percentage as of 9/1 Total Assessments Collected(1) $ — — $ (1) Collected
as of _________, 20_. Includes $___________ attributable to Prepayments. ITEMS REQUIRED BY SECTIONS 4(a)(ix) – (xii) OF THE CONTINUING DISCLOSURE AGREEMENT OF ISSUER RELATING TO
THE CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021, (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) [Insert a line item for each applicable
listing] C-1 EXHIBIT C BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES1 Date Delinquency Clock (Days) Activity January 31 Annual Installments of
Assessments are due. February 1 1 Annual Installments of Assessments Delinquent if not received. February 15 15 Issuer forwards payment to Trustee for all collections received as of
February 15, along with detailed breakdown. Subsequent payments and relevant details will follow monthly thereafter. Issuer and/or Administrator should be aware of actual and specific
delinquencies. Issuer and/or Administrator should be aware if Reserve Fund needs to be utilized for debt service payments on March 1. If there is to be a shortfall, the Trustee and
Dissemination Agent should be immediately notified. Issuer and/or Administrator should also be aware if, based on collections, there will be a shortfall for September payment. Issuer
and/or Administrator should determine if previously collected surplus funds, if any, plus actual collections will be fully adequate for debt service in March and September. At this
point, if total delinquencies are under 5% and if there is adequate funding for March and September payments, no further action is anticipated for collection of Annual Installments
of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate designee, will begin process to cure deficiency. For properties delinquent
by more than one year or if the delinquency exceeds $10,000 the matter will be referred for commencement of foreclosure. If there are over 5% delinquencies or if there is 1 Illustrates anticipated
dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments, which dates and procedures are subject to adjustment by the Issuer. C-2 inadequate
funding in the Pledged Revenue Fund for transfer to the Principal and Interest Account of such amounts as shall be required for the full March and September payments, the collection-foreclosure
procedure will proceed against all delinquent properties. March 15 43/44 Trustee pays bond interest payments to bondholders. Reserve Fund payment to Bond Fund may be required if Assessments
are below approximately 50% collection rate. Issuer, or the Trustee, on behalf of the Issuer, to notify Dissemination Agent of the occurrence of draw on the Reserve Fund and, following
receipt of such notice, Dissemination Agent to notify MSRB of such draw on the Fund for debt service. Use of Reserve Fund for debt service payment should trigger commencement of foreclosure
on delinquent properties. Issuer determines whether or not any Annual Installments of Assessments are delinquent and, if such delinquencies exist, the Issuer commences as soon as practicable
appropriate and legally permissible actions to obtain such delinquent Annual Installments of Assessments. March 20 47/48 Issuer and/or Administrator to notify Dissemination Agent for
disclosure to MSRB of all delinquencies. If any property owner with ownership of property responsible for more than $10,000 of the Annual Installments of Assessments is delinquent or
if a total of delinquencies is over 5%, or if it is expected that Reserve Fund moneys will need to be utilized for either the March or September bond payments, the Disclosure Representative
shall work with City Attorney's office, or the appropriate designee, to satisfy payment of all delinquent Annual Installments of Assessments. April 15 74/75 Preliminary Foreclosure
activity commences, and Issuer to notify Dissemination Agent of the commencement of preliminary foreclosure activity. C-3 If Dissemination Agent has not received Foreclosure Schedule
and Plan of Collections, Dissemination Agent to request same from the Issuer. May 1 89/90 If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of
Collections, and if instructed by the bondholders under Section 11.2 of the Indenture, Dissemination Agent requests that the Issuer commence foreclosure or provide plan for collection.
May 15 103/104 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent for dissemination to
those bondholders who have requested to be notified of collections progress. The goal for the foreclosure actions is a filing by no later than June 1 (day 120/121). June 1 120/121 Foreclosure
action to be filed with the court. June 15 134/135 Issuer notifies Trustee and Dissemination Agent of Foreclosure filing status. Dissemination Agent notifies bondholders. July 1 150/151
If bondholders and Dissemination Agent have not been notified of a foreclosure action, Dissemination Agent will notify the Issuer that it is appropriate to file action. A committee
of not less than 25% of the Owners may request a meeting with the City Manager, Assistant City Manager or the Finance Director to discuss the Issuer’s actions in pursuing the repayment
of any delinquencies. This would also occur after day 30 if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed 5%, Owners may also request a meeting
with the Issuer at any time to discuss the Issuer’s plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the foreclosure process,
the Owners may seek an action for mandamus or specific performance to direct the Issuer to pursue the collections of delinquent Annual Installments of Assessments.
(FMS) ANNA SHERLEY TRACT PID (2021 MIA Bonds) -- Bond Purchase Agreement 4816-7316-4018 4 (E).pdf Microsoft Word - (FMS) ANNA SHERLEY TRACT PID (2021 MIA Bonds) -- Bond Purchase Agreement
4816-7316-4018 4
$2,896,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT) BOND PURCHASE AGREEMENT
July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Ladies and Gentlemen: The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond
Purchase Agreement (this “Agreement”) with the City of Anna, Texas (the “City”), which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the
City. This offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date
hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All
capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (defined herein) between the City and Regions Bank, an Alabama state banking
corporation with offices in Houston, Texas, as trustee (the “Trustee”), authorizing the issuance of the Bonds (defined herein), and in the Limited Offering Memorandum (defined herein).
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees
to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $2,896,000 aggregate principal amount of the “City of Anna, Texas,
Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)” (the “Bonds”), at a purchase price of $2,809,120 (representing
the aggregate principal amount of the Bonds less an Underwriter’s discount of $86,880). Inasmuch as the purchase and sale represents a negotiated transaction, the City understands,
and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a Municipal Advisor (as such term is defined
in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges
2 and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter and the Underwriter
has financial and other interests that differ from any other party to this Agreement, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up
to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary
of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings,
and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter
has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal,
financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter
has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges
and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Bond
proceeds and the construction of the Major Improvement Area Projects (as defined in the Service and Assessment Plan) financed with the Bonds and, in connection with such discussions,
the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor
of, the City. The Bonds shall be dated August 1, 2021 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto.
Payment for and delivery of the Bonds, and the other actions described herein, shall take place on August 16, 2021 (or such other date as may be agreed to by the City and the Underwriter)
(the “Closing Date”). 2. Authorization Instruments and Law. The Bonds were authorized by an Ordinance enacted by the City Council of the City (the “City Council”) on July 27, 2021
(the “Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “Act”), and the Indenture of Trust,
dated as of August 1, 2021, between the City and the Trustee, authorizing the issuance of the Bonds (the “Indenture”). The Bonds shall be substantially in the form described in, and
shall be secured under the provisions of, the Indenture. The Bonds and interest thereon shall be secured by the proceeds of Assessments (as such term is defined in the Limited Offering
Memorandum) levied on the assessable parcels within the Major Improvement Area of the Sherley Tract Public Improvement District No. 2 (the “District”). The District was established
by a resolution enacted by the City Council on December 8, 2020 (the “Creation Resolution”), in accordance with the Act. A Service and Assessment Plan (the “Service and Assessment
Plan”) which sets forth the costs of the Major Improvement Area Projects (as defined below) and the method of payment of the Assessments was adopted pursuant to an ordinance of the
City Council on July 27, 2021 (the “Assessment Ordinance” and, together with the Creation Resolution, the Indenture and the Bond Ordinance, 3 the “Authorizing Documents”). The Bonds
shall be further secured by certain applicable funds and accounts created under the Indenture. The Bonds shall be as described in Schedule I, the Indenture, and the Limited Offering
Memorandum. The proceeds of the Bonds shall be used for (i) paying a portion of the costs of the “Major Improvement Area Projects”, which consist of (a) Major Improvement Area’s proportionate
share of the costs of certain public improvements that will benefit the entire District and (b) the costs of the local infrastructure benefitting only Major Improvement Area (as defined
herein) of the District, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Major Improvement Area Projects, (iii)
funding a reserve fund for the payment of principal of and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the
costs of issuance of the Bonds. 3. Limited Public Offering. The Underwriter agrees to make a bona fide limited public offering of all of the Bonds in accordance with Section 11 hereof.
On or before the third (3rd) business day prior to the Closing Date, the Underwriter shall execute and deliver to Bond Counsel the Issue Price Certificate, in substantially the form
attached hereto as Appendix B. 4. Limited Offering Memorandum. (a) Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter
the Preliminary Limited Offering Memorandum for the Bonds dated July 19, 2021, as supplemented July 27, 2021, (the “Preliminary Limited Offering Memorandum”), in a “designated electronic
format,” as defined in the MSRB Rule G-32 (“Rule G-32”). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (the “Limited Offering
Memorandum”) which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission’s Rule 15c2-12, as amended
(“Rule 15c2-12”), (iii) in a “designated electronic format,” and (iv) substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to
the Underwriter before the execution hereof. The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams,
reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are
collectively referred to herein as the “Limited Offering Memorandum.” Until the Limited Offering Memorandum has been prepared and is available for distribution, the City shall provide
to the Underwriter sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter deems necessary to satisfy the obligation
of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Limited Offering Memorandum. (b) Preliminary
Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter in connection with the offering, sale, and distribution
of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has 4 been deemed final by the City as of its date, except for the omission
of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12. (c) Use of Limited Offering
Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein contained to be used by the Underwriter in connection with the
offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with the offering
of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City’s acceptance of this Agreement (but, in any event,
not later than the earlier of the Closing Date or seven (7) business days after the City’s acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete
as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a “designated
electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply
with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. (d) Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter
is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end
of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the
25th day after the “end of the underwriting period” for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented
or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City will notify
the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment
of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City will forthwith prepare and furnish,
at no expense to the Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein
as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes
of this Agreement and any certificate delivered by the City in accordance herewith, (i) the City makes no representations with respect to the descriptions in the Preliminary Limited
Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York (“DTC”), or its book-entry-only system, and (ii) the City makes no representation
with 5 respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development
Plan and Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE MAJOR IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer,
the Major Improvement Area Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION
RELATING TO THE TRUSTEE.” If such notification shall be subsequent to the Closing, the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments,
and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City
shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of
Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of
the MSRB. (e) Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access (“EMMA”) system
within one business day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume that the “end of the underwriting
period” for purposes of Rule 15c2-12 is the Closing Date. (f) Limited Offering. The Underwriter hereby represents, warrants and covenants that the Bonds were initially sold pursuant
to a limited offering. The Bonds were sold to not more than thirty-five persons that qualify as “Accredited Investors” (as defined in Rule 501 of Regulation D under the Securities Act
(as defined herein)) or “Qualified Institutional Buyers” (within the meaning of Rule 144A under the Securities Act). 5. City Representations, Warranties and Covenants. The City represents,
warrants and covenants that: (a) Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date
will have, full legal right, power and authority: (i) to enter into: (1) this Agreement; (2) the Indenture; (3) the Sherley Tract Subdivision Improvement Agreement between the City,
BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna 325, LLC, a Texas limited liability company (the “Developer”) effective as 6 June 9, 2020, as amended by that First Amended Sherley Tract
Subdivision Improvement Agreement effective as of July 14, 2020, as further amended (together the “Development Agreement”); (4) Sherley Tract Public Improvement District No. 2 Major
Improvement Area Construction, Funding and Acquisition Agreement, effective July 27, 2021, and executed and delivered by the City and the Developer (the “CFA Agreement”); (5) the Continuing
Disclosure Agreement of Issuer with respect to the Bonds, dated as of August 1, 2021 (the “City Continuing Disclosure Agreement”), executed and delivered by the City, P3Works, LLC (the
“Administrator”), and Regions Bank, an Alabama state banking corporation, as Dissemination Agent; and (6) the Major Improvement Area Landowner Agreement dated as of July 27, 2021 executed
by the City and the Developer (the “Landowner Agreement”); (ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out and consummate the
transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the CFA Agreement, (5) the City Continuing Disclosure Agreement,
(6) the Limited Offering Memorandum, and (7) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (6) being referred
to collectively herein as the “City Documents”). (b) Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved
the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such
authorizations and approvals are in full force and effect and have not been amended, modified or rescinded, except as may have been approved by the Underwriter. When validly executed
and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their
respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable
principles relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing (as defined herein) be in compliance, in all material respects, with
the obligations on its part to be performed on or prior to the Closing Date under the City Documents. (c) Due Authorization for Issuance of the Bonds. The City has duly authorized
the issuance and sale of the Bonds pursuant to the Bond Ordinance, the 7 Indenture, and the Act. The City has, and at the Closing Date will have, full legal right, power and authority
(i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and, deliver the Bonds to the Underwriter pursuant
to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the
City Documents and the Bond Ordinance. (d) No Breach or Default. As of the time of acceptance hereof, and to the best of its knowledge, the City is not, and as of the Closing Date
the City will not be, in material breach of or in default in any material respect under any applicable constitutional provision, law or administrative rule or regulation of the State
or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument related to the Bonds
and to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute
a default or event of default under any such instrument which breach, default or event could have a material adverse effect on the City’s ability to perform its obligations under the
Bonds or the City Documents; and, as of such times, the authorization, execution and delivery of the Bonds and the City Documents and compliance by the City with obligations on its
part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a material breach of or default under any applicable constitutional
provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note,
resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties
are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of its assets or properties securing the Bonds or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents.
(e) No Litigation. At the time of acceptance hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency,
public board or body (collectively and individually, an “Action”) pending against the City with respect to which the City has been served with process, nor to the knowledge of the City
is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold their
respective positions, (ii) in any way questions the formation or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal and interest on the Bonds, or in any way contests or affects the validity
of the City Documents or the consummation of the transactions on the part of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation,
or (iv) which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge, there is no basis
for any action, suit, 8 proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of this sentence. (f) Bonds Issued Pursuant to Indenture. The City
represents that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding
obligations of the City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of the pledge of the proceeds of the levy of the Assessments
received by the City, all to the extent provided for in the Indenture. The Indenture creates a valid pledge of the monies in certain funds and accounts established pursuant to the
Indenture to the extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof
for the purposes and on the terms and conditions set forth therein. (g) Assessments. The Assessments constituting the security for the Bonds have been or will be levied by the City
on the date hereof in accordance with the Act on those parcels of land identified in the Assessment Roll for Major Improvement Area (as defined in the Service and Assessment Plan).
According to the Act, such Assessments constitute a valid and legally binding first and prior lien against the properties assessed, superior to all other liens and claims, except liens
or claims for state, county, school district, or municipality ad valorem taxes. (h) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and
orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the
due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection
with the City Documents have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the
Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction. (i) Public
Debt. Prior to the Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable
from or secured by a pledge of the Assessments which secure the Bonds without the prior approval of the Underwriter. (j) Preliminary Limited Offering Memorandum. The information contained
in the Preliminary Limited Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its
book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering 9 Memorandum or the Limited Offering Memorandum
under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE MAJOR IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation —
The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE.” (k) Limited Offering Memorandum. At the time of the City’s acceptance hereof
and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up
to and including the 25th day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the
Limited Offering Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum
or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE MAJOR IMPROVEMENT AREA PROJECTS,”
“THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects and the Development), “THE ADMINISTRATOR,” “LEGAL
MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies
the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement
or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material
respects. (l) Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 4 of this
Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during
the period up to and including the 25th day subsequent to the “end of the underwriting period,” the Limited Offering Memorandum as so supplemented or amended will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines
that such fact or event does not require preparation and publication of a supplement or amendment to the 10 Limited Offering Memorandum, then the Limited Offering Memorandum in its
thencurrent form shall be conclusively deemed to be complete and correct in all material respects. (m) Compliance with Rule 15c2-12. During the past five years, the City has complied
in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum. (n)
Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture
and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
(o) Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the
Underwriter may reasonably request, at no expense to the City, (i) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states
and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions
and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however, that the City will not be required
to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately
of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding
for that purpose. (p) Certificates of the City. Any certificate signed by any official of the City authorized to do so in connection with the transactions described in this Agreement
shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein.
(q) Intentional Actions Regarding Representations and Warranties. The City covenants that between the date hereof and the Closing it will not intentionally take actions which will
cause the representations and warranties made in this Section to be untrue as of the Closing. (r) Financial Advisor. The City has engaged Hilltop Securities Inc., as its financial
advisor in connection with its offering and issuance of the Bonds. By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with
respect to the Limited Offering Memorandum, the representations, warranties and covenants set forth above. 11 6. Developer Letter of Representations. At the signing of this Agreement,
the City and Underwriter shall receive from the Developer, an executed Developer Letter of Representations (the “Developer Letter of Representations”) in the form of Appendix A hereto,
and at the Closing, a certificate signed by the Developer as set forth in Section 9(e) hereof. 7. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time
or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its
“FAST” System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated
by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents hereinafter mentioned to McCall, Parkhurst & Horton, L.L.P. (“Bond Counsel”), or a
place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of DTC. The Underwriter will accept delivery and pay the purchase price
of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery
of the aforementioned documents, are herein called the “Closing.” The Bonds will be made available to the Underwriter for inspection not less than twenty-four (24) hours prior to the
Closing. 8. Underwriter’s Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations and covenants herein and the performance by the City
of its obligations under this Agreement, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Agreement shall be conditioned
upon the performance by the City of its obligations to be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions: (a) Bring-Down
Representations of the City. The representations and covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and
at the time of the Closing, as if made on the Closing Date. (b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents shall be in full force
and effect, and shall not have been amended, modified, or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and
effect; (iii) there shall be in full force and effect such other resolutions or actions of the City as, in the opinion of Bond Counsel and Counsel to the Underwriter, shall be necessary
on or prior to the Closing Date in connection with the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and
effect such other resolutions or actions of the Developer as, in the opinion of Miklos Cinclair, PLLC (“Developer’s Counsel”), shall be necessary on or prior to the Closing Date in
connection with the transactions on the part of the Developer described in the Developer Letter of Representations, the Development Agreement, the CFA Agreement, the Landowner Agreement
and the Continuing Disclosure Agreement of the Developer with respect to the Bonds, dated as of August 1, 2021 executed and delivered by the Developer, Regions Bank, as dissemination
agent, and P3Works, LLC (the “Continuing Disclosure Agreement of the Developer,”) and together with the Developer Letter of 12 Representations, the Development Agreement, the CFA Agreement
and the Landowner Agreement, (the “Developer Documents”); and (v) the City shall perform or have performed its obligations required or specified in the City Documents to be performed
at or prior to Closing. (c) No Default. At the time of the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time
or giving of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents or other documents relating to the financing
and construction of the Major Improvement Area Projects and the Development, and the Developer shall not be in default in the payment of principal or interest on any of its indebtedness
which default shall materially adversely impact the ability of such Developer to pay the Assessments when due. (d) Closing Documents. At or prior to the Closing, the Underwriter shall
have received each of the documents required under Section 9 below. (e) Concurrent Closing of the Improvement Area #1 Bonds. The City shall issue concurrently with the issuance of
the Bonds its “City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)”. (f) Termination Events.
The Underwriter shall have the right to cancel its obligation to purchase and place the Bonds and to terminate this Agreement without liability therefor by written notification to
the City if, between the date of this Agreement and the Closing, in the Underwriter’s reasonable judgment, any of the following shall have occurred: (i) the market price or marketability
of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following: (1)
legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either House thereof, or legislation pending in the Congress of the United States
shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice, or
otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration
by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either
House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision by a court of the United States
or the Tax Court of the United States shall be rendered or a ruling, regulation, or order (final, temporary, or proposed) by or on behalf of the 13 Treasury Department of the United
States, the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to
be derived by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax
consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof; or (2) legislation shall be enacted by the Congress of the
United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or no-action letter by, or on behalf of, the Securities and Exchange
Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the
general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in
violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal
securities laws, including the Securities Act, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture
Act”); or (3) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions
(not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal,
State of New York, or State officials authorized to do so; or (4) there shall have occurred any outbreak of hostilities (including, without limitation, an act of terrorism) or other
national or international calamity or crisis, including, but not limited to, an escalation of hostilities that existed prior to the date hereof, and the effect of any such event on
the financial markets of the United States; or (5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of
the City, except as disclosed in or contemplated by the Limited Offering Memorandum; or (6) any state blue sky or securities commission or other governmental agency or body in any state
in which more than 10% of the Bonds have been offered and sold shall have withheld registration, 14 exemption or clearance of the offering of the Bonds as described herein, or issued
a stop order or similar ruling relating thereto; or (7) any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body,
or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Assessments
to pay principal or interest on the Bonds; or (ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or
as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit
by, or the charge to the net capital requirements of, the Underwriter; or (iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter,
makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue
statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter;
or (iv) any fact or event shall exist or have existed that, in the Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to Limited Offering Memorandum;
or (v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (vi) a material disruption in securities settlement,
payment or clearance services shall have occurred; (vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or
on behalf of the United States Securities and Exchange Commission (the “SEC”) or any other governmental agency having jurisdiction of the subject matter shall have been issued or made,
to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Limited Offering Memorandum, or any
document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the date of Closing, including the Securities
Act, the Securities Exchange Act of 1934 (the “Securities Exchange Act”) and the Trust Indenture Act; or 15 (viii) the purchase of and payment for the Bonds by the Underwriter, or
the resale of the Bonds by the Underwriter on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission,
which prohibition shall occur subsequent to the date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter. With respect to the conditions described
in subparagraphs (ii) and (viii) above, the Underwriter is not aware of any current, pending or proposed law or government inquiry or investigation as of the date of execution of this
Agreement which would permit the Underwriter to invoke its termination rights hereunder. 9. Closing Documents. At or prior to the Closing, the Underwriter shall receive the following
documents: (a) Bond Opinion. The approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix C to the Limited Offering Memorandum,
dated the date of the Closing and addressed to the Underwriter, which may be included in the supplemental opinion required by Section 9(b), to the effect that the foregoing opinion
may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (b) Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing
Date and addressed to the City and the Underwriter, which provides that the Underwriter may rely upon the opinion of Bond Counsel delivered in accordance with the provisions of Section
9(a) hereof, in form and substance acceptable to counsel for the Underwriter, to the following effect: (i) Except to the extent noted therein, Bond Counsel has not verified and is not
passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that
such firm has reviewed the information describing the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF FINANCE — The Bonds”, “DESCRIPTION OF THE BONDS,”
“SECURITY FOR THE BONDS” (except for the last paragraph under the subcaption “General”), “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment
Amounts”), “THE DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings,” “LEGAL MATTERS — Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE” (except for the
subcaptions “The City’s Compliance with Prior Undertakings” and “The Developer”), “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC
FUNDS IN TEXAS,” and APPENDIX A and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate
and fair description of the laws and legal issues addressed therein and, 16 with respect to the Bonds, such information conforms to the Bond Ordinance and Indenture; (ii) The Bonds
are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has full power
and authority to adopt the Creation Resolution, the Assessment Ordinance, and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”)
and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture,
the Development Agreement, the CFA Agreement, the Landowner Agreement, the City Continuing Disclosure Agreement and this Agreement have been duly authorized, executed and delivered
by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and
binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting
enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental immunity
applicable to local governmental entities. (c) City Legal Opinion. An opinion of an attorney for the City, dated the Closing Date and addressed to the Underwriter, the Underwriter’s
Counsel, the City and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter.
(d) Opinion of Developer’s Counsel. An opinion of Developer’s Counsel, substantially in the form of Appendix D hereto, dated the Closing Date and addressed to the City, Bond Counsel,
the Attorney for the City, the Underwriter, Underwriter’s Counsel and the Trustee. (e) Developer Certificate. The certificate of the Developer dated as of the Closing Date, signed
by an authorized officer of Developer in substantially the form of Appendix E hereto. (f) City Certificate. A certificate of the City, dated the Closing Date, to the effect that,
to the best of an authorized City official’s knowledge: (i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material
respects on and as of the Closing Date as if made on the date thereof; (ii) the Authorizing Documents and City Documents are in full force and effect and have not been amended, modified,
or supplemented; 17 (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the knowledge of such persons, threatened
in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective
positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds
or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments pledged to pay the principal and interest
on the Bonds, or the pledge thereof; and (iv) the City has, to the best of such person’s knowledge, complied with all agreements and covenants and satisfied all conditions set forth
in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. (g) Trustee’s Certificate. A certificate of the Trustee, dated the date of
Closing, in form and substance acceptable to counsel for the Underwriter to the following effect: (i) The Trustee was founded as an Alabama state banking corporation organized under
the laws of the State of Alabama, and has not been dissolved, cancelled, or terminated, and has the full power and authority, including trust powers, to accept and perform its duties
under the Indenture; and (ii) No consent, approval, authorization or other action by any governmental authority having jurisdiction over the Trustee that has not been obtained is or
will be required for the authentication of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the
authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture. (h) Underwriter Counsel’s Opinion. An opinion, dated the Closing Date and
addressed to the Underwriter, of Winstead PC, counsel to the Underwriter, to the effect that: (i) based on (A) such counsel’s review of the Bond Ordinance, the Indenture, and the Limited
Offering Memorandum; (B) its discussions with Bond Counsel and with the Underwriter; (C) its review of the documents, certificates, opinions and other instruments delivered at the closing
of the sale of the Bonds on the date hereof; and (D) such other matters as it deems relevant, such counsel is of the opinion that the Bonds are exempt securities under the Securities
Act, and the Trust Indenture Act, and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under the Securities Act and the Indenture is
not required to be qualified under the Trust Indenture Act; 18 (ii) based upon (A) such counsel’s review of Rule 15c2-12 and interpretive guidance published by the SEC relating thereto;
(B) its review of the continuing disclosure undertaking of the City contained in the City Continuing Disclosure Agreement; and (C) the inclusion in the Limited Offering Memorandum of
a description of the specifics of such undertaking, and assuming that the Bond Ordinance, the Indenture, and the City Continuing Disclosure Agreement have been duly adopted by the City
and are in full force and effect, such undertaking provides a suitable basis for the Underwriter, to make a reasonable determination that the City has met the qualifications of paragraph
(b)(5)(i) of Rule 15c2-12; and (iii) although such counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness
of the information contained in the Limited Offering Memorandum, it has participated in the preparation of the Limited Offering Memorandum and without independent verification, no facts
came to its attention that caused it to believe that the Limited Offering Memorandum (except for the Appendices as well as any other financial, engineering and statistical data contained
therein or included therein by reference or any litigation disclosed therein, as to which it expresses no view) as of its date contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i)
Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto. (j) Delivery of City Documents and Developer Documents. The City Documents
and Developer Documents shall have been executed and delivered in form and content satisfactory to the Underwriter. (k) Form 8038-G. Evidence that the federal tax information form
8038-G has been prepared by Bond Counsel for filing. (l) Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel and counsel to the Underwriter
setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds of the Bonds will be used in
a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable regulations
(whether final, temporary or proposed), issued pursuant to the Code. (m) Attorney General Opinion and Comptroller Registration. The approving opinion of the Attorney General of the
State regarding the Bonds and the Comptroller of the State’s Certificate of Registration for the Initial Bond. (n) Continuing Disclosure Agreements. The City Continuing Disclosure
Agreement and the Continuing Disclosure Agreement of the Developer, shall have been 19 executed by the parties thereto in substantially the forms attached to the Preliminary Limited
Offering Memorandum as Appendix D-1 and Appendix D-2. (o) Letter of Representation of the Appraiser. (i) Letter of Representation of the Appraiser, substantially in the form of Appendix
F hereto addressed to the City, Bond Counsel, the Underwriter, counsel to the Underwriter and the Trustee, or in form otherwise agreed upon by the Underwriter, and (ii) a copy of the
real estate appraisal of the property within the Major Improvement Area of in the District dated June 8, 2021. (p) Letter of Representation of Administrator. Letter of Representation
of the Administrator, substantially in the form of Appendix G hereto, addressed to the City, Bond Counsel, the Underwriter, counsel to the Underwriter, and the Trustee or in form otherwise
agreed upon by the Underwriter. (q) Evidence of Filing of Creation Resolution, Assessment Ordinance, and Landowner Agreement. Evidence that (i) the Creation Resolution, including legal
description of the District by metes and bounds, (ii) the Assessment Ordinance, including the Assessment Roll for Major Improvement Area of the District and a statement indicating the
contact for and address of where a copy of the Service and Assessment Plan, and any updates thereto may be obtained or viewed, and (iii) the Landowner Agreement have been filed of record
in the real property records of Collin County, Texas. (r) Lender Consent Certificate. Lender Consent Certificate of International Bank of Commerce consenting to and acknowledging the
creation of the District, the adoption of the Assessment Ordinance, the levy of the Assessments, and the subordination of its lien to the lien created by the Assessments in a form acceptable
to the Underwriter. (s) Rule 15c2-12 Certification. A resolution or certificate of the City (which may be included in the Bond Ordinance) whereby the City has deemed the Preliminary
Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the offering of the Bonds. (t) Dissemination Agent.
Evidence acceptable to the Underwriter in its sole discretion that the City has engaged a dissemination agent acceptable to the Underwriter for the Bonds, with the execution of the
City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer by other parties thereto being conclusive evidence of such acceptance by the Underwriter.
(u) BLOR. A copy of the Blanket Issuer Letter of Representation to DTC relating to the Bonds and signed by the City. (v) Additional Documents. Such additional legal opinions, certificates,
instruments, and other documents as the Underwriter or their counsel may reasonably deem necessary. 10. City’s Closing Conditions. The obligation of the City hereunder to deliver the
Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set 20 forth in Section 1 hereof, the opinion of Bond Counsel described in Section 9(a)
hereof, the opinion of the Attorney General described in Section 9(m) hereof, and any documents required to be delivered by the Developer. 11. Establishment of Issue Price. (a) Notwithstanding
any provision of this Agreement to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply: (i) Definitions. For purposes of this
Section, the following definitions apply: (1) “Public” means any person (including an individual, trust, estate, partnership, association, company or corporation) other than a Participating
Underwriter or a Related Party to a Participating Underwriter. (2) “Participating Underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with
the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public and (B) any person that agrees pursuant to a written contract directly
or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party
distribution agreement participating in the initial sale of the Bonds to the public). (3) “Related Party” means any two or more persons who are subject, directly or indirectly, to (A)
more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B)
more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another) or (C) more
than 50% common ownership of the value of the outstanding stock of the corporation or the capital interest or profits interest of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (4) “Sale Date” means the date of execution
of this Agreement by all parties. (ii) Issue Price Certificate. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and to execute and deliver to
the City at Closing an Issue Price Certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix B, with
such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the initial offering
price (the “Initial Offering Price”) or prices or the 21 sales price or prices to the Public of the Bonds. As applicable, all actions to be taken by the City under this section to
establish the issue price of the Bonds may be taken on behalf of the City by the City's financial advisor and any notice or report to be provided to the City may be provided to the
City's financial advisor. (iii) Substantial Amount Test. Other than those maturities of the Bonds which are designated by the Underwriter in writing in the attached Schedule I (the
“Hold-the-Price Maturities”), the City will treat the Initial Offering Price at which at least ten percent (a “Substantial Amount”) in principal amount of each maturity of the Bonds
is sold to the Public as of the Sale Date (the “Substantial Amount Test”) as the issue price of that maturity (or each separate CUSIP number within that maturity). At or promptly after
the execution of this Agreement, the Underwriter will report to the City the price or prices at which the Participating Underwriters have offered and sold to the Public each maturity
of the Bonds. (iv) Hold-The-Price Restriction. The Underwriter agrees that it will neither offer nor sell any of the Hold-the-Price Maturities to any person at a price that is higher
than the applicable Initial Offering Price for such maturity during the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the
Sale Date or (ii) the date on which the Underwriter has sold a Substantial Amount of such Hold-the-Price Maturity to the Public at a price that is no higher than the Initial Offering
Price of such Hold-the-Price Maturity (the “Hold-the-Price Restriction”). The Initial Offering Price of the Hold-the-Price Maturities shall be the issue price for such maturities. The
Underwriter shall promptly advise the City when the Participating Underwriters have sold a Substantial Amount of each such Hold-the-Price Maturity to the Public at a price that is no
higher than the applicable Initial Offering Price of such Holdthe-Price Maturity, if that occurs prior to the close of the fifth business day after the Sale Date. The City acknowledges
that, in making the representation set forth in this subparagraph (4), the Underwriter will rely on (A) the agreement of each Participating Underwriter to comply with the Hold-the-Price
Restriction, as set forth in an agreement among underwriters and the related pricing wires, (B) in the event a selling group has been created in connection with the sale of the Bonds
to the Public, the agreement of each dealer who is a member of the selling group to comply with the Hold-the-Price Restriction, as set forth in a selling group agreement and the related
pricing wires, and (C) in the event that a Participating Underwriter is a party to a third-party distribution agreement that was employed in connection with the sale of the Bonds, the
agreement of each such underwriter, dealer or broker-dealer that is a party to such agreement to comply with the Hold-the-Price Restriction, as set forth in the third-party distribution
agreement and the related pricing wires. The City further acknowledges that each Participating Underwriter will be solely liable for its failure to comply with its agreement regarding
the Hold-the-Price Restriction and that no Participating Underwriter will be liable for the failure of any other Participating Underwriter to comply with its corresponding agreement
regarding the Hold-the-Price Restriction as applicable to the Bonds. 22 (v) Agreements Among Participating Underwriters. The Underwriter confirms that: (1) any agreement among underwriters,
any selling group agreement and each third- party distribution agreement to which the Underwriter is a party relating to the initial sale of the Bonds to the Public, together with related
pricing wires, contains or will contain language obligating each Participating Underwriter, each dealer who is a member of any selling group, and each broker-dealer that is a party
to any such thirdparty distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the unsold Bonds of each maturity allocated to it until it is
notified by the Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the Public, (B)
comply with the Hold-the-Price Restriction, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the relating pricing wires and (C) acknowledge
that, unless otherwise advised by the Participating Underwriter, the Underwriter will assume that based on such agreement each order submitted by the underwriter, dealer or broker-dealer
is a sale to the Public, and (2) any agreement among underwriters relating to the initial sale of the Bonds to the Public, together with related pricing wires, contains or will contain
language obligating each Participating Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the Public
to require each underwriter, dealer or broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the Public the unsold Bonds
of each maturity allotted to it until it is notified by the Underwriter or the applicable Participating Underwriter that either the Substantial Amount Test has been satisfied as to
the Bonds of that maturity or all Bonds if that maturity have been sold to the Public and (B) comply with the Hold-the-Price Restriction, if applicable, in each case if and for so long
as directed by the Underwriter or the applicable Participating Underwriter and as set forth in the related pricing wires. (b) Sale to Related Party not a Sale to the Public. The Participating
Underwriters acknowledge that sales of any Bonds to any person that is a Related Party to a Participating Underwriter do not constitute sales to the Public for purposes of this Section.
If a Related Party to a Participating Underwriter purchases during the initial offering period all of a Hold-the-Price Maturity, the related Participating Underwriter will notify the
Underwriter and will take steps to confirm in writing that such Related Party will either (i) hold such Bonds for its own account, without present intention to sell, reoffer or otherwise
dispose of such Bonds for at least five business days from the Sale Date, or (ii) comply with the Hold-the-Price Restriction. 23 12. Consequences of Termination. If the City shall
be unable to satisfy the conditions contained in this Agreement or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement
shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in Sections 13, 15 and 16 hereof. 13. Costs and Expenses. (a)
The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following expenses incident to the issuance of the Bonds and
performance of the City’s obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of the Preliminary
Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements of the City’s financial advisor and legal
counsel, the Trustee’s counsel, Bond Counsel, Developer’s Counsel, and the Trustee relating to the issuance of the Bonds, (iv) the Attorney General’s review fees, (v) the fees and disbursements
of accountants, advisers and any other experts or consultants retained by the City or the Developer, including but not limited to the fees and expenses of the Administrator, and (vi)
the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds and the performance by the City of its obligations under
this Agreement. (b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the offering of the Bonds; (ii) fees of Underwriter’s Counsel;
and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred by it in connection with its offering and distribution
of the Bonds, except as noted in Subsection 13(a) above. (c) The City acknowledges that the Underwriter will pay from the Underwriter’s fee applicable per bond assessment charged by
the Municipal Advisory Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and distribute information relating to issuing entities of municipal securities.
14. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to: City of Anna, Texas, 111 N. Powell Parkway,
Anna, Texas 75409, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to:
FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp Davenport, Director. 15. Entire Agreement. This Agreement is made solely for the benefit of the City
and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City’s representations,
warranties, and agreements contained in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Underwriter,
provided the City shall have no liability with respect to any matter of which the Underwriter has 24 actual knowledge prior to the purchase of the Bonds; or (ii) delivery of any payment
for the Bonds pursuant to this Agreement. The agreements contained in this Section and in Sections 16 and 18 shall survive any termination of this Agreement. 16. Survival of Representations
and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement,
notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or other writing delivered by a party to this Agreement or in connection
with the transactions described in by this Agreement constitute representations and warranties by such party under this Agreement to the extent such statement is set forth as a representation
and warranty in the instrument in question. 17. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but one and the same instrument. 18. Severability. In case any one or more of the provisions contained herein
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof. 19.
State Law Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Texas. 20. No Assignment. The rights and obligations
created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other parties hereto. 21. No Personal Liability.
None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged personally by the Underwriter with any liability, or be held
liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach of this
Agreement. 22. Form 1295. Submitted herewith or on a date prior hereto is a completed Form 1295 in connection with the Underwriter’s participation in the execution of this Agreement
generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules
promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter, and the City agrees to acknowledge such form with the TEC through
its electronic filing application not later than the 30th day after the receipt of such form. The Underwriter and the City understand and agree that, with the exception of information
identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information
contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have verified such information. 23. Anti-Boycott Verification. The
Underwriter hereby verifies that the Underwriter and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do 25 not boycott Israel and, to the
extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section
2271.002, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal Law. As used in the foregoing verification, ‘boycott Israel’ means refusing
to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically
with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. The Underwriter
understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. 24. Iran, Sudan and Foreign Terrorist
Organizations. The Underwriter hereby represents that neither the Underwriter nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company
identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the
following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.
texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene
applicable State or Federal law and excludes the Underwriter and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
The Underwriter understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. [Signatures
to follow] 8:43 xxx ___ Schedule I-1 SCHEDULE I $2,896,000 CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
MAJOR IMPROVEMENT AREA PROJECT) Interest Accrues From: Date of Delivery $514,000 4.500% Term Bonds, Due September 15, 2031, Priced to Yield 4.500% (a) (c) $2,382,000 5.000% Term
Bonds, Due September 15, 2051, Priced to Yield 5.000% (a) (b) (c) (a) The initial prices or yields of the Bonds are furnished by the Underwriter, have been determined in accordance
with the “10% test”, and represent the initial offering prices or yields to the public, which may be changed by the Underwriter at any time. (b) The Bonds maturing on September 15,
2051 are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City, on any date on or after September 15, 2031, at the redemption price of 100%
of the principal amount plus accrued interest to the date of redemption as described in the Limited Offering Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.” (c)
The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.” The Term Bonds
are subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installments as set forth in the following schedule. $514,000 Term Bonds Maturing September
15, 2031 Redemption Date Sinking Fund Installment September 15, 2024 $56,000 September 15, 2025 58,000 September 15, 2026 61,000 September 15, 2027 63,000 September 15, 2028 65,000
September 15, 2029 68,000 September 15, 2030 70,000 September 15, 2031* 73,000 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Schedule I--2 $2,382,000 Term Bonds Maturing
September 15, 2051 Redemption Date Sinking Fund Installment September 15, 2032 $76,000 September 15, 2033 79,000 September 15, 2034 83,000 September 15, 2035 86,000 September 15,
2036 90,000 September 15, 2037 94,000 September 15, 2038 98,000 September 15, 2039 103,000 September 15, 2040 107,000 September 15, 2041 112,000 September 15, 2042 117,000 September
15, 2043 123,000 September 15, 2044 129,000 September 15, 2045 135,000 September 15, 2046 141,000 September 15, 2047 147,000 September 15, 2048 154,000 September 15, 2049 162,000
September 15, 2050 169,000 September 15, 2051* 177,000 * Final Maturity A-1 APPENDIX A FORM OF DEVELOPER LETTER OF REPRESENTATIONS $2,896,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT
REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT) DEVELOPER LETTER OF REPRESENTATIONS July 27, 2021 City of Anna, Texas
111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Ladies and Gentlemen: Ladies and Gentlemen: This letter is being delivered
to the City of Anna, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”), in consideration for your entering into the Bond Purchase Agreement dated the date hereof (the “Bond
Purchase Agreement”) for the sale and purchase of the $2,896,000 “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District
Major Improvement Area Project)” (the “Bonds”). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the
Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and
the purchase of them by the Underwriter, the undersigned, MM Anna 325, LLC, a Texas limited liability company (the “Developer”), makes the representations, warranties, and covenants
contained in this Developer Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used in this Developer Letter of Representations will have
the meaning set forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer
understands, and hereby confirms, that the A-2 Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for
its own account. 2. Updating of the Limited Offering Memorandum. If, after the date of this Developer Letter of Representations, up to and including the date the Underwriter is no
longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the
underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five
(25) days after the “end of the underwriting period” for the Bonds), the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as
then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the
Developer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the
purposes of this Developer Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer makes no representations
with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, or its bookentry-only
system and (ii) the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions “THE CITY,” “THE DISTRICT,” “BONDHOLDERS’ RISKS”
(except as it pertains to the Developer, the Major Improvement Area Projects and the Development, as defined in the Limited Offering Memorandum), “TAX MATTERS,” “LEGAL MATTERS — Litigation
— The City,” “CONTINUING DISCLOSURE — The City” and “— The City’s Compliance with Prior Undertakings” and “INFORMATION RELATING TO THE TRUSTEE.” 3. Developer Documents. The Developer
has executed or caused the execution of and delivered each of the below listed documents (individually, a “Developer Document” and collectively, the “Developer Documents”) in the capacity
provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of Developer, enforceable against the Developer in accordance
with its terms: (a) this Developer Letter of Representations; (b) that certain Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”)
and the Developer, effective as of June 9, 2020, as amended by the First Amended Sherley Tract Subdivision Improvement Agreement effective as of July 14, 2020 (together, the “Development
Agreement”); (c) that certain Sherley Tract Public Improvement District No. 2 Major Improvement Area Construction, Funding, and Acquisition Agreement between the Developer and the
City dated July 27, 2021 (the “CFA Agreement”); A-3 (d) the certain the Major Improvement Area Landowner Agreement dated as of July 27, 2021 executed by the City and the Developer
(the “Landowner Agreement”); and (e) that certain Continuing Disclosure Agreement of the Developer, dated as of June 1, 2021 made by and among the Developer, P3Works, LLC as Administrator
and Regions Bank, an Alabama state banking corporation, as dissemination agent. The Developer has complied in all material respects with all of the Developer’s agreements and covenants
and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. The representations and warranties
of the Developer set forth in the Developer Documents are true and correct in all material respects on and as of the date hereof. 4. Developer Representations, Warranties and Covenants.
The Developer represents, warrants, and covenants to the City and the Underwriter that: (a) Due Organization and Existence. The Developer is duly formed and validly existing as a
limited liability company under the laws of the State of Texas. (b) Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer
(the “Developer Organizational Documents”) to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been
amended or supplemented and are in full force and effect as of the date hereof. (c) No Breach. The execution and delivery of the Developer Documents by Developer does not violate any
judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement, or other instrument to which Developer is a party. (d) No Litigation. Other than as described
in the Preliminary Limited Offering Memorandum, there are no proceedings pending or threatened in writing before any court or administrative agency against Developer that is either
not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of Developer to perform its obligations under the Developer Documents
in all material respects or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with the description thereof in the Preliminary
Limited Offering Memorandum. (e) Information. The information prepared and submitted by the Developer to the City or the Underwriter in connection with the preparation of the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects. (f) Preliminary Limited Offering Memorandum.
The Developer represents and warrants that the information set forth in the Preliminary Limited Offering A-4 Memorandum under the captions “PLAN OF FINANCE — Development Plan and
Plan of Finance,” “THE MAJOR IMPROVEMENT AREA PROJECTS” “THE DEVELOPMENT,” “THE DEVELOPER” “CONTINUING DISCLOSURE – The Developer”, and, to the best of the Developer’s knowledge after
due inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects and the Development, as defined in the Limited Offering
Memorandum), “LEGAL MATTERS — Litigation — The Developer,” and “SOURCES OF INFORMATION” (only as it pertains to the Developer) is true and correct and does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Developer
agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum. (g) Events of Default. No “Event of Default” or “event of default” by the Developer under any of the Developer Documents, any documents
to which Developer is a party described in the Preliminary Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Major Improvement
Area Projects to which the Developer is a party, or event that, with the passage of time or the giving of notice or both, would constitute such “Event of Default” or “event of default,”
by the Developer has occurred and is continuing. 5. Indemnification. (a) The Developer will indemnify and hold harmless the City and the Underwriter and each of their officers, directors,
employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by
reference in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE MAJOR
IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects, and the Development),
“LEGAL MATTERS — Litigation – The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING DISCLOSURE – The Developer” or any amendment or supplement
to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the
omission or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading
under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred. A-5 (b) Promptly after receipt by an indemnified party under subsection (a) above of notice of
the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the
indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against
an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected
without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify
and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and
shall survive any investigation made by or on behalf of the City, the Developer or the Underwriter. 6. Survival of Representations, Warranties and Covenants. All representations, warranties,
and agreements in this Developer Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter,
(b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Bond Purchase Agreement. 7. Binding on Successors and Assigns. This Developer
Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm
or entity will acquire or have any right under or by virtue of this Developer Letter of Representations. [Signature page to follow] A-6 DEVELOPER: MM ANNA 325, LLC, a Texas limited
liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ____________________________
__ Name: Mehrdad Moayedi Its Manager B-1 APPENDIX B $2,896,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT
DISTRICT MAJOR IMPROVEMENT AREA PROJECT) ISSUE PRICE CERTIFICATE The undersigned, as the duly authorized representative of FMSbonds, Inc. (the “Purchaser”), hereby certifies with
respect to the $2,896,000 City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Neighborhood Major Improvement Area Project)
(“the “Bonds”) issued by the City of Anna, Texas (the “Issuer”), hereby certifies, based on its records and information, as follows: (a) [Other than the Bonds maturing in ____________
(the “Hold-the-Price Maturities”), the][The first price at which at least ten percent (“Substantial Amount”) of the principal amount of each maturity of the Bonds having the same credit
and payment terms (a “Maturity”) was sold to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter (the “Public”)
is set forth in the final Limited Offering Memorandum relating to the Bonds. (Add (b) and (c) only if there are Hold-the-Price Maturities) (b) On or before the first day on which there
is a binding contract (“Purchase Contract”) in writing for the sale of the Bonds (the “Sale Date”), the Purchaser offered to the Public each Maturity of the Hold-the-Price Maturities
at their respective initial offering prices (the “Initial Offering Prices”), as listed in the final Limited Offering Memorandum relating to the Bonds. (c) As set forth in the Purchase
Contract, the Purchaser agreed in writing to neither offer nor sell any of the Hold-the-Price Maturities to any person at any higher price than the respective Initial Offering Price
for such Hold-the-Price Maturities until a date that is the earlier of the close of the fifth business day after the Sale Date or the date on which the Purchaser sells a Substantial
Amount of a Hold-the-Price Maturities of the Bonds to the Public at no higher price than the Initial Offering Price for such Hold-the-Price Maturity. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this Certificate as Schedule A. For purposes of this Issue Price Certificate, the term “Underwriter” means (1) (i) a person that agrees pursuant
to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any person
that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this paragraph (including a member of a selling group or a party to a retail
distribution agreement participating in the initial sale of the Bonds to the Public) to participate in B-2 the initial sale of the Bonds to the Public, and (2) any person who has more
than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph. [Signature page to follow] B-3 The undersigned understands that the
foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Federal Tax Certificate and with respect to compliance with the
federal income tax rules affecting the Bonds, and by McCall, Parkhurst & Horton L.L.P. in connection with rendering its opinion that the interest on the Bonds is excluded from gross
income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to
time relating to the Bonds. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of law and makes no representation as to the legal sufficiency of
the factual matters set forth herein. EXECUTED and DELIVERED this _______________, 2021. FMSbonds, Inc. By: Name: Title: SCHEDULE A PRICING WIRE OR EQUIVALENT
COMMUNICATION (Attached) C-1 APPENDIX C [LETTERHEAD OF THE CITY ATTORNEY] July 27, 2021 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond
Avenue, Suite 1100 Houston, Texas 77046 Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 City of Anna 111 N. Powell Parkway Anna, Texas 75409 $2,896,000
CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT MAJOR IMPROVEMENT AREA PROJECT) Ladies and Gentlemen: We are the
City Attorney of the City of Anna, Texas (the “City”) and render this opinion in connection with the issuance and sale of $2,896,000 “City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Major Improvement Area Project)” (the “Bonds”), by the City, a political subdivision of the State of Texas (the “State”).
The Bonds are authorized pursuant to Ordinance No. [_________] and enacted by the City Council of the City (the “City Council”) on July 27, 2021 (the “Bond Ordinance”) and shall be
issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “Act”) and the Indenture
of Trust dated as of August 1, 2021 (the “Indenture”) by and between the City and Regions Bank as trustee (the “Trustee”). The Bonds are being sold to FMSbonds, Inc. pursuant to the
Bond Purchase Agreement dated July 27, 2021 between the City and FMSbonds, Inc. (the “Bond Purchase Agreement”). This opinion is being delivered pursuant to Section 9(c) of the Bond
Purchase Agreement. Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated herein. In connection with rendering this opinion,
we have reviewed: (a) The Resolution No. [_____] enacted by the City Council on December 8, 2020, (the “Creation Resolution.”); C-2 (b) Ordinance No. [_______] approved by the City
Council on July 27, 2021, and the Service and Assessment Plan (the “Service and Assessment Plan”) attached as an exhibit thereto (the “Assessment Ordinance”); (c) The Bond Ordinance;
(d) The Indenture; (e) The Bond Purchase Agreement; (f) That certain Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna
325, LLC a Texas limited liability company (“the Developer”), effective as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement,
effective as of July 14, 2020 (the “Development Agreement”); (g) That certain Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of August 1, 2021 (the “City
Continuing Disclosure Agreement”), executed and delivered by the City, P3Works, LLC as “Administrator”, and Regions Bank, as Dissemination Agent; (h) That certain the Major Improvement
Area Landowner Agreement dated as of July 27, 2021, executed and delivered by the Developer and the City (the “Landowner Agreement”); (i) That certain Sherley Tract No. 2 Public Improvement
District Major Improvement Area Construction, Funding, and Acquisition Agreement between the Developer and the City dated July 27, 2021 (the “CFA Agreement”); (j) Such other documents,
records, agreements or certificates as we have deemed necessary or appropriate to enable us to render the opinions expressed below. The Creation Resolution, the Assessment Ordinance,
the Indenture and the Bond Ordinance shall hereinafter be collectively referred to as the “Authorizing Documents” and the remaining documents shall hereinafter be collectively referred
to as the “City Documents.” In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted
to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution and delivery of the City Documents by all parties
other than the City. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that: 1. The City is a Texas political
subdivision and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The City has taken or obtained
all actions, approvals, consents and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the City Documents and the performance
of its obligations thereunder. C-3 2. To the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public
board or body, pending, or threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices, (b) in any way questioning
the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or application
of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Assessments in the Major Improvement Area of the District pursuant to the provisions
of the Assessment Ordinance and the Service and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability or the City’s performance of the City
Documents, (e) contesting the exclusion of the interest on the Bonds from federal income taxation, or (f) which may result in any material adverse change relating to the financial condition
of the City. 3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof. 4. The City Documents have been duly authorized, executed
and delivered by the City and are legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms. However, the enforceability
of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
rights of creditors generally, (b) principles of equity, whether considered at law or in equity, or (c) the application of State law relating to action by future councils and relating
to governmental immunity applicable to governmental entities. 6. No further consent, approval, authorization, or order of any court or governmental agency or body or official is required
to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the City Documents (other than those that have
been or will be obtained prior to the delivery of the Bonds, including the opinion of the Texas Attorney General). 7. The City has duly authorized and delivered the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum. 8. Based upon my limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum (collectively, the “Limited Offering Memorandum”), the statements and information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum
with respect to the City under the captions and subcaptions “ASSESSMENT PROCEDURES – Assessment Methodology” and “ – Assessment Amounts,” “THE CITY,” “THE DISTRICT,” “THE DEVELOPMENT
AGREEMENT,” “LEGAL MATTERS – Litigation – The City,” “CONTINUING DISCLOSURE – The City” and “– The City’s Compliance with Prior Undertakings” and “APPENDIX A” are a fair and accurate
summary of the laws and the documents and facts summarized therein. 9. The adoption of the Authorizing Documents, the execution and delivery of the City Documents and the compliance
with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of my knowledge: (a) C-4 do not and will not in any
material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (b) do not
and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation, constitutional provision,
court order or consent decree to which the City is subject. This opinion may not be relied upon by any other person except those specifically addressed in this letter. Very truly yours,
______________________ CITY ATTORNEY D-1 APPENDIX D [LETTERHEAD OF MIKLOS CINCLAIR] July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc.
5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Wolfe Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco,
Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201 Winstead PC 2728 N. Harwood Street Dallas, Texas 75201 $2,896,000 CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT MAJOR IMPROVEMENT AREA PROJECT) Ladies & Gentlemen: We have acted as special counsel
to MM Anna 325, LLC, a Texas limited liability company (the “Developer”) in connection with the issuance and sale by the City of Anna, Texas (the “City”), of $2,896,000 City of Anna,
Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Major Improvement Area Project) (the “Bonds”), pursuant to the Indenture of Trust
dated as of August 1, 2021 (the “Indenture”), by and between the City and Regions Bank, as trustee (the “Trustee”). Proceeds from the sale of the Bonds will be used, in part, to fund
certain public infrastructure improvements in the Development (as defined in the Limited Offering Memorandum) located in the City. The Bonds are being sold by FMSbonds, Inc. (the “Underwriter”),
pursuant to that certain Bond Purchase Agreement dated July 27, 2021 (the “Bond Purchase Agreement”), by and between the City and the Underwriter. All capitalized terms used herein
and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. D-2 In our capacity as special counsel to the Developer, and for purposes of rendering
the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents (collectively, the “Material
Documents”): (1) the Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective as of June 9, 2020, as amended
by that certain First Amended Sherley Tract Subdivision Improvement Agreement, effective as of July 14, 2020; (2) the Sherley Tract Public Improvement District No. 2 Major Improvement
Area Construction, Funding, and Acquisition Agreement between the Developer and the City dated July 27, 2021; (3) the Major Improvement Area Landowner Agreement dated as of July 27,
2021 executed by the City and the Developer; (4) the Continuing Disclosure Agreement of Developer dated as of August 1, 2021 among the Developer, P3Works, LLC, as Administrator and
Regions Bank, as Dissemination Agent; and (5) the Developer Letter of Representations dated as of July 27, 2021; (b) General Certificate of the Developer and the Closing Certificate
of the Developer, each dated as of the date hereof (together, the “Developer Certificate”); (c) The Preliminary Limited Offering Memorandum, dated July 19, 2021, as supplemented July
27, 2021, relating to the issuance of the Bonds (the “Preliminary Limited Offering Memorandum”); (d) The final Limited Offering Memorandum, dated July 27, 2021, relating to the issuance
of the Bonds (collectively with the Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”); and (e) Such other documents, records, agreements, and certificates
of the Developer as we have deemed necessary or appropriate to render the opinions expressed below. In basing the opinions and other matters set forth herein on “our knowledge,” the
words “our knowledge” signify that, in the course of our representation of the Developer, the principal attorneys in this firm involved in the current actual transaction do not have
actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied
are not accurate and complete. Except as otherwise stated herein, we have undertaken no independent investigation or certification of such matters. The words “our knowledge” and similar
language used herein are intended to be limited to the knowledge of the attorneys within our firm who have worked on the matters contemplated by our representation as special counsel.
In rendering the opinions set forth herein, we have assumed, without independent investigation (other than the Developer), that: (i) the due authorization, execution, and delivery
D-3 of each of the documents referred to in this opinion letter by all parties thereto and that each such document constitutes a valid, binding, and enforceable obligation of each
party thereto, (ii) all of the parties to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority
(corporate, limited liability company, partnership or other) and legal right to execute, deliver, and perform its obligations under such documents (except to the extent set forth in
our opinions set forth herein regarding valid existence and power and authority of the Developer to execute, deliver, and perform its obligations under the Material Documents), (iii)
each certificate from governmental officials reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv) the legal capacity
of all natural persons, (v) the genuineness of all signatures (other than those of the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all documents
submitted to us as originals, (vii) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative,
or other action of any governmental authority of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (ix) that the execution and
delivery by each party of, and performance of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such party under any agreements,
contracts or instruments to which such party is a party to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party. In addition, we have
assumed that the Material Documents accurately reflect the complete understanding of the parties with respect to the transactions contemplated thereby and the rights and obligations
of the parties thereunder. We have also assumed that the terms and conditions of the transaction as reflected in the Material Documents have not been amended, modified or supplemented,
directly or indirectly, by any other agreement or understanding of the parties or waiver of any of the material provisions of the Material Documents. We assume that none of the parties
to the Material Documents (other than the Developer) is a party to any court or regulatory proceeding relating to or otherwise affecting the Material Documents or is subject to any
order, writ, injunction or decree of any court or federal, state or local governmental agency or commission that would prohibit the execution and delivery of the Material Documents,
or the consummation of the transactions therein contemplated in the manner therein provided, or impair the validity or enforceability thereof. We assume that each of the parties to
the Material Documents (other than Developer) has full authority to close this transaction in accordance with the terms and provisions of the Material Documents. We assume that neither
the Underwriter nor the City nor their respective counsel has any current actual knowledge of any facts not known to us or any law or judicial decision which would make the opinions
set forth herein incorrect, and that no party upon whom we have relied for purposes of this opinion letter has perpetrated a fraud. We have only been engaged by our clients in connection
with the Material Documents (and the transactions contemplated in the Material Documents) and do not represent these clients generally. Opinions and Assurances D-4 Based solely upon
the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that: 1. The execution and delivery by the Developer of the Material Documents
and the performance by the Developer of its obligations under the Material Documents will not (i) violate any applicable law; or (ii) conflict with or result in the breach of any court
decree or order of any governmental body identified in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation
reflected in this opinion binding upon or affecting the Developer, the conflict with which or breach of which would have a material, adverse effect on the ability of the Developer to
perform its obligations under the Material Documents to which it is a party. 2. To our knowledge, no governmental approval which has not been obtained or taken is required to be obtained
or taken by the Developer on or before the date hereof as a condition to the performance by the Developer of its obligations under the Material Documents to which it is a party, except
for governmental approvals that may be required to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable
laws). 3. The Developer has duly executed and delivered each of the Material Documents to which it is a party, and each of the Material Documents constitute the legal, valid, and binding
obligations of the Developer, enforceable against the Developer in accordance with their respective terms, subject to the following qualifications: (i) the effect of applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, (ii) the effect of the exercise of judicial discretion in accordance with
general principles of equity (whether applied by a court of law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein may be limited, in
whole or in part. The execution, delivery, and performance by the Developer of its obligations under the Material Documents do not violate any existing laws of the State of Texas applicable
to the Developer. 4. To our knowledge after reasonable inquiry, there are no actions, suits or proceedings pending or threatened against the Developer identified in the Developer Certificate
or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any
governmental instrumentality with respect to the validity or enforceability against it of such Material Documents or the transactions described therein. 5. The execution and delivery
of the Material Documents do not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does
not, conflict with or constitute a breach of or default under any loan agreement, Indenture, bond note, resolution, agreement or other instrument to which the Developer is a party or
is otherwise subject and which have been identified in the Developer Certificate which violation, breach or default would materially adversely affect the Developer or its performance
of its obligations under the transactions described in the Material Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or
imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described
in the Material Documents (a) under applicable law D-5 or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument. 6. The information set
forth in the Limited Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE MAJOR IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects, and the Development, as defined in the Limited Offering Memorandum),” “LEGAL
MATTERS — Litigation — The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING DISCLOSURE – The Developer,” adequately and fairly describe the
information summarized under such captions and are correct as to matters of law. 7. Subject to the below qualifications and based upon our participation in the preparation of the
Limited Offering Memorandum and our participation at conferences with representatives of the Underwriter and its counsel, of the City and its counsel, and with representatives of the
Developer and its lawyers, at which the Limited Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Limited
Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum
and any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph
as of the date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Qualifications In addition to
any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth above are subject to the following assumptions and qualifications: (a) We have not
examined any court dockets, agency files or other public records regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions, proceedings, investigations
or litigation. (b) We have relied upon the Developer Certificate, as well as the representations of the Developer contained in the Material Documents, with respect to certain facts
material to our opinion. Except as otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations
contained therein. (c) Our opinion delivered pursuant to Section 3 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other laws affecting creditors’ rights generally and to the effect of general principles of equity, including (without limitation) remedies of specific performance and injunctive
relief and concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). D-6 (d) Except for the Material
Documents, we have not reviewed, and express no opinion as to, any other contracts or agreements to which the Developer is a party or by which the Developer is or may be bound. (e)
The opinions expressed herein are based upon and limited to the applicable laws of the State of Texas and the laws of the United States of America, excluding the principles of conflicts
of laws thereof, as in effect as of the date hereof, and our knowledge of the facts relevant to such opinions on such date. In this regard, we note that we are members of the Bar of
the State of Texas, we do not express any opinion herein as to matters governed by the laws of any other jurisdiction, except the United States of America, we do not purport to be experts
in any other laws and we can accept no responsibility for the applicability or effect of any such laws. In addition, we assume no obligation to supplement the opinions expressed herein
if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that affect the opinions expressed herein. (f) This letter is strictly limited
to the matters expressly set forth herein and no statements or opinions should be inferred beyond such matters. (g) Notwithstanding anything contained herein to the contrary, we express
no opinion whatsoever concerning the status of title to any real or personal property. (h) The opinions expressed herein regarding the enforceability of the Material Documents are
subject to the qualification that certain of the remedial, waiver or other provisions thereof may not be enforceable; but such unenforceability will not, in our judgment, render the
Material Documents invalid as a whole or substantially interfere with the practical realization of the principal legal benefits provided in the Material Documents, except to the extent
of any economic consequences of any procedural delays which may result therefrom. (i) The opinion expressed herein as to the enforceability of the Material Documents is specifically
subject to the qualification that enforceability of the Material Documents is limited by the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966,
as amended; (ii) principles of equity, public policy and unconscionability which may limit the availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent
conveyance, liquidation, probate, conservatorship and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; and (iv) requirements of due process
under the United States Constitution, the Constitution of the State of Texas and other laws or court decisions limiting the rights of creditors to repossess, foreclose or otherwise
realize upon the property of a debtor without appropriate notice or hearing or both. (j) We express no opinion as to whether a court would grant specific performance or any other equitable
remedy with respect to the enforcement of the Material Documents. (k) We express no opinion as to the validity, binding effect, or enforceability of: (i) provisions which purport to
waive rights or notices, including rights to trial by jury, counterclaims or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, waivers of defenses or the
benefits of statutes of limitations, marshaling of assets, the transferability of any assets which by their nature are nontransferable, sales in inverse order of alienation, or severance;
(iii) provisions purporting to waive the benefits of present or of future D-7 laws relating to exemptions, appraisement, valuation, stay of execution, redemption, extension of time
for payment, setoff and similar debtor protection laws; or (iv) provisions requiring a party to pay fees and expenses regardless of the circumstances giving rise to such fees or expenses
or the reasonableness thereof. (l) The opinions expressed herein are subject to the effect of generally applicable rules of law that provide that forum selection clauses in contracts
are not necessarily binding on the court(s) in the forum selected. (m) We express no opinion as to the enforceability of any provisions in the Material Documents purporting to entitle
a party to indemnification in respect of any matters arising in whole or in part by reason of any negligent, illegal or wrongful act or omission of such party. This opinion is furnished
to those parties addressed in this letter solely in connection with the transactions, for the purposes and on the terms described above and may not be relied upon for any other purpose
or by any other person in any manner or for any purpose. Very truly yours, Miklos Cinclair, PLLC By: __________________________ Name: Robert Miklos Its: Member and Director
E-1 APPENDIX E CLOSING CERTIFICATE OF DEVELOPER MM Anna 325, LLC, a Texas limited liability company (the “Developer”) DOES HEREBY CERTIFY the following as of the date hereof.
All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum. 1. The Developer is a limited liability company organized,
validly existing and in good standing under the laws of the State of Texas. 2. Representatives of the Developer have provided information to the City of Anna, Texas (the “City”) and
FMSbonds, Inc. (the “Underwriter”) to be used in connection with the offering by the City of its $2,896,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2021
(Sherley Tract No. 2 Public Improvement District Major Improvement Area Project) (the “Bonds”), pursuant to the City’s Preliminary Limited Offering Memorandum, dated July 19, 2021,
as supplemented July 27, 2021, and Limited Offering Memorandum dated July 27, 2021 (together, the “Limited Offering Memorandum”). 3. The Developer has delivered to the Underwriter
and the City true, correct, complete and fully executed copies of the Developer’s organizational documents, and such documents have not been amended or supplemented and are in full
force and effect as of the date hereof. 4. The Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State and (ii) verification
of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer. 5. The Developer has executed or caused the execution of, and delivered each of the
below listed documents (individually, a “Developer Document” and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such
Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) that certain Developer Letter of
Representations dated July 27, 2021; (b) that certain “Sherley Tract Subdivision Improvement Agreement” between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective
as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement effective as of July 14, 2020; (c) that certain “Sherley Tract Public Improvement
District No. 2 Major Improvement Area Construction, Funding, and Acquisition Agreement” between the Developer and the City dated July 27, 2021; (d) the “Major Improvement Area Landowner
Agreement” dated as of July 27, 2021 executed by the City and the Developer; and E-2 (e) that certain Continuing Disclosure Agreement of the Developer, dated as of August 1, 2021
made by and among the Developer, Regions Bank as dissemination agent and P3Works, LLC, as Administrator. 6. The Developer has complied in all material respects with all of the Developer’s
agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. 7. The
representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects as if made on the date thereof. 8. The execution
and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other
instrument to which Developer is a party. To the Developer’s knowledge, after due inquiry, there are no proceedings pending or threatened in writing before any court or administrative
agency against the Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform
its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with
the description thereof in the Limited Offering Memorandum. 9. The Developer has reviewed and approved the information contained in the Limited Offering Memorandum under the captions
“PLAN OF FINANCE – Development Plan and Plan of Finance,” “THE MAJOR IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the
Developer, the Major Improvement Area Projects, and the Development), “LEGAL MATTERS — Litigation — The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and
“CONTINUING DISCLOSURE – The Developer”, and certifies that the same does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in the light of the circumstances under which they are made, not misleading respecting such Developer and the portion of the Development owned by such
Developer, provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited
Offering Memorandum. 10. The Developer is in compliance in all material respects with all provisions of applicable law in all material respects relating to the Developer in connection
with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) there is no default of any zoning condition, land use permit or development agreement binding
upon the Developer or any portion of the Development that would materially and adversely affect the Developer’s ability to complete or cause to be completed the development of such
portion of the Development as described in the Limited Offering Memorandum; and (b) we have no reason to believe that any additional permits, consents and licenses required to complete
the Development as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course. E-3 11. The Developer is not insolvent and has not
made an assignment for the benefit of creditors, filed or consented to a petition in bankruptcy, petitioned or applied (or consented to any third party petition or application) to any
tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution
or liquidation law or statute of any jurisdiction. 12. The levy of the Assessments (as defined in the Limited Offering Memorandum) on property in the Major Improvement Area of the District
owned by Developer will not conflict with or constitute a breach of or default under any agreement, indenture or other instrument to which the Developer is a party or to which the Developer
or any of its property or assets is subject. 13. The Developer is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject,
which default would have a material and adverse effect on the Bonds or the development of the Development. 14. The Developer has no knowledge of any physical condition of the Development
owned or to be developed by the Developer that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any
applicable federal, state or local governmental laws or regulations relating to the environment in any material and adverse respect. Dated: ___________________, 2021 [Signature
page to follow] E-1 DEVELOPER: MM ANNA 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC,
a Delaware limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its Manager [Signature page of Closing Certificate
of Developer] F-1 APPENDIX F [LETTERHEAD OF INTEGRA REALTY RESOURCES] August 16, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way,
Suite 300-25 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248
Winstead PC 2728 N. Harwood St., Ste 500 Dallas, Texas 75201 Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District
Major Improvement Area Project) (the “Bonds”) Ladies and Gentlemen: The undersigned, ________________, appraiser of the property contained in the Major Improvement Area of the Sherley
Tract Public Improvement District No. 2 (the “District”), does hereby represent the following: 1. On behalf of Integra Realty Resources DFW, I have supplied certain information contained
in the Preliminary Limited Offering Memorandum for the Bonds, dated July 19, 2021, as supplemented July 27, 2021, and the Limited Offering Memorandum for the Bonds, dated on or about
July 27, 2021 (together, the “Limited Offering Memorandum”), relating to the issuance of the Bonds by the City of Anna, Texas, as described above. The information I have provided is
the real estate appraisal of the property in the Major Improvement Area of the District, located in APPENDIX E to the Limited Offering Memorandum, and the description thereof, set forth
under the caption “APPRAISAL OF PROPERTY WITHIN THE MAJOR IMPROVEMENT AREA OF THE DISTRICT — The Appraisal”. 2. To the best of my professional knowledge and belief, as of the date of
my appraisal report, the portion of the Limited Offering Memorandum described above does not contain an untrue statement of a material fact as to the information and data set forth
therein, and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3. I
agree to the inclusion of the Appraisal in the Limited Offering Memorandum and the use of the name of my firm in the Limited Offering Memorandum for the Bonds. F-2 4. I agree that,
to the best of my ability, I will inform you immediately should I learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to
the actual time of delivery of the Bonds (anticipated to occur on or about August 16, 2021) which would render any such information in the Limited Offering Memorandum untrue, incomplete,
or incorrect, in any material fact or render any statement in the appraisal materially misleading. 5. The undersigned hereby represents that he has been duly authorized to execute this
letter of representations. Sincerely yours, INTEGRA REALTY RESOURCES - DFW By: Its: G-1 APPENDIX G [LETTERHEAD OF ADMINISTRATOR] August 16, 2021 City of Anna, Texas 111 N.
Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201
Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Winstead PC 2728 N. Harwood St., Ste 500 Dallas, Texas 75201 Re: City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Major Improvement Area Project) (the “Bonds”) Ladies and Gentlemen: The undersigned, an authorized representative
of P3Works, LLC (“P3Works”), consultant in connection with the creation by the City of Anna, Texas (the “City”), of the Sherley Tract Public Improvement District No. 2 (the “District”),
does hereby represent the following: 1. P3Works has supplied certain information contained in the Preliminary Limited Offering Memorandum, dated July 19, 2021, as supplemented July
27, 2021 (the “Preliminary Limited Offering Memorandum”), and the final Limited Offering Memorandum, dated on or about July 27, 2021 (together with the Preliminary Limited Offering
Memorandum, the “Limited Offering Memorandum”), both in connection with the Bonds, relating to the issuance of the Bonds by the City, as described above. The information P3Works provided
for the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is located (a) under the captions “ASSESSMENT PROCEDURES — Assessment Methodology” and “— Assessment
Amounts”, “OVERLAPPING TAXES AND DEBT,” and “THE ADMINISTRATOR,” and (b) in the Service and Assessment Plan (the “SAP”) for the City located in APPENDIX B to the Limited Offering Memorandum.
2. To our professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain an untrue statement of a material fact as to the information
and data set forth therein, and do not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not
misleading. G-2 3. We agree to the inclusion of the SAP in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the use of the name of our firm
in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum for the Bonds. 4. We agree that, to the best of our ability, we will inform you immediately should
we learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur
on or about August 16, 2021) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in any material fact or render any such information
materially misleading. 5. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representation. Sincerely yours, P3WORKS, INC. By:
Its:
(FMS) ANNA SHERLEY TRACT PID (2021 MIA Bonds) -- Issuer CDA 4838-4196-8881 2 (Needs P3Works sig).pdf Microsoft Word - (FMS) ANNA SHERLEY TRACT PID (2021 MIA Bonds) -- Issuer CDA 4838-4196-8881
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CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT) CONTINUING DISCLOSURE AGREEMENT
OF THE ISSUER This Continuing Disclosure Agreement of the Issuer dated as of August 1, 2021 (this “Disclosure Agreement”) is executed and delivered by and between the City of Anna,
Texas (the “Issuer”), P3Works, LLC (the “Administrator”), and Regions Bank, an Alabama state banking corporation (the “Dissemination Agent”) with respect to the Issuer’s “Special Assessment
Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)” (the “Bonds”). The Issuer and the Dissemination Agent covenant and agree
as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer and the Dissemination Agent for the benefit of the
Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB (defined below) or the SEC (defined below), all filings
made by the Dissemination Agent pursuant to this Agreement shall be filed with the MSRB through EMMA (defined below). SECTION 2. Definitions. In addition to the definitions set forth
above and in the Indenture of Trust dated as of August 1, 2021, relating to the Bonds (the “Indenture”), which apply to any capitalized term used in this Disclosure Agreement unless
otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Administrator” shall mean, initially, P3Works, LLC, or thereafter any the employee
or designee of the Issuer who shall have the responsibilities provided in the District’s Service and Assessment Plan, or any other agreement or document approved by the Issuer related
to the duties and responsibilities of the administration of the District. “Affiliate” shall have the meaning assigned to such term in the Disclosure Agreement of the Developer. “Annual
Collection Costs” shall have the meaning assigned to such term in the Service and Assessment Plan. “Annual Financial Information” shall mean annual financial information as such term
is specified in Section 4(a) of this Disclosure Agreement. “Annual Installment(s)” shall have the meaning assigned to such term in the Indenture. “Annual Issuer Report” shall mean any
Annual Issuer Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4(a) of this Disclosure Agreement. “Assessments” shall have the meaning assigned to such
term in the Indenture. “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the State of Texas observed as such by the Issuer or the Trustee. 2 “Developer”
shall mean MM Anna 325, LLC, a Texas limited liability company, including any Affiliate of the Developer and its successors and assigns. “Disclosure Agreement of the Developer” shall
mean the Continuing Disclosure Agreement of the Developer dated as of August 1, 2021 executed and delivered by the Developer, the Administrator and Regions Bank, as Dissemination Agent.
“Disclosure Representative” shall mean the Finance Director of the Issuer or his or her designee, or such other officer or employee as the Issuer, may designate in writing to the Dissemination
Agent from time to time. “Dissemination Agent” shall mean Regions Bank, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee
a written acceptance of such designation. “District” shall mean Sherley Tract Public Improvement District No. 2 within the City of Anna, Texas. “EMMA” shall mean the Electronic Municipal
Market Access System available on the internet at http://emma.msrb.org. “Fiscal Year” shall mean the calendar year from October 1 through September 30. “Listed Events” shall mean any
of the events listed in Section 5(a) of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC
to receive reports pursuant to the Rule. “Outstanding” shall have the meaning given to it in the Indenture. “Owner” shall mean the registered owner of any Bonds. “Underwriter” shall
mean FMSbonds, Inc., and its successors and assigns. “Prepayment” shall mean the payment of all or a portion of an Assessment before the due date thereof. Amounts received at the time
of a Prepayment which represent a principal, interest or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as
the payment of the regularly scheduled Assessment. “Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time
to time. “SEC” shall mean the United States Securities and Exchange Commission. “Service and Assessment Plan” shall have the meaning assigned to such term in the Indenture. 3 “Trust
Estate” shall have the meaning assigned to such term in the Indenture. “Trustee” shall mean Regions Bank, or any successor trustee pursuant to the Indenture. SECTION 3. Provision of
Annual Issuer Reports. (a) The Issuer shall cause and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other form required
by the MSRB, commencing with the Fiscal Year ending September 30, 2021, an Annual Issuer Report provided to the Dissemination Agent which is consistent with the requirements of and
within the time periods specified in Section 4 of this Disclosure Agreement. In each case, the Annual Issuer Report may be submitted as a single document or as separate documents comprising
a package and may include by reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer’s Fiscal Year changes, it shall file notice of such change
(and of the date of the new Fiscal Year) with the MSRB prior to the next date by which the Issuer otherwise would be required to provide the Annual Issuer Report pursuant to this paragraph.
All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. Not later than ten (10) days prior to the date specified in Section 4 of
this Disclosure Agreement for providing the Annual Issuer Report to the MSRB, the Issuer shall provide the Annual Issuer Report to the Dissemination Agent and direct the Dissemination
Agent in writing to provide such Annual Issuer Report to the MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer. If by the fifth (5th) day
before the filing date required under Section 4 of this Disclosure Agreement, the Dissemination Agent has not received a copy of the Annual Issuer Report, the Dissemination Agent may
contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide Annual Issuer Report pursuant to this subsection
(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business
Days prior to the filing date required under Section 4 of this Disclosure Agreement; or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide
the Annual Issuer Report within the time required under this Disclosure Agreement, state the date by which the Annual Issuer Report for such year will be provided and instruct the Dissemination
Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A; provided, however, that in the event the Disclosure Representative is required to act
under either (i) or (ii) described above, the Dissemination Agent is hereby authorized and directed to file the Annual Issuer Report or the notice of failure to file, as applicable,
to the MSRB, no later than six months after the end of each Fiscal Year; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or
(ii) described above, the Dissemination Agent is hereby authorized and directed to file a notice of failure to file no later than on the last Business Day of the six month period after
the end of the Fiscal Year. (b) The Issuer shall or shall cause the Dissemination Agent to: (i) determine the filing address or other filing location of the MSRB each year prior to
filing the Annual Issuer Report on the date required in subsection (a); 4 (ii) file the Annual Issuer Report containing or incorporating by reference the information set forth in
Section 4(a) hereof; and (iii) if the Issuer has provided the Dissemination Agent with the completed Annual Issuer Report and the Dissemination Agent has filed such Annual Issuer Report
with the MSRB, then upon the Issuer’s written request, the Dissemination Agent shall file a report with the Issuer certifying that the Annual Issuer Report has been provided pursuant
to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB. SECTION 4. Content and Timing of Annual Issuer Reports; Audited Financial Statements.
(a) The Annual Issuer Report for the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file,
at Issuer’s written direction, the following: Within six months after the end of each Fiscal Year the following Annual Financial Information (any or all of which may be unaudited):
(i) Tables setting forth the following information, as of the end of such Fiscal Year: (A) For the Bonds, the maturity date or dates, the interest rate or rates, the original aggregate
principal amount and principal amount remaining Outstanding; (B) The amounts in the funds and accounts securing the Bonds; and (C) The assets and liabilities of the Trust Estate.
(ii) The principal and interest paid on the Bonds during the most recent Fiscal Year and the minimum scheduled principal and interest required to be paid on the Bonds in the next
Fiscal Year. (iii) Any changes to the land use designation for the property in the Major Improvement Area of the District from the purposes identified in the Service and Assessment
Plan. (iv) Updates to the information in the Service and Assessment Plan as most recently amended or supplemented (a “SAP Update”), including any changes to the methodology for levying
the Assessments in the Major Improvement Area of the District. (v) The aggregate taxable assessed valuation for parcels or lots within the Major Improvement Area of the District based
on the most recent certified tax roll available to the Issuer. (vi) With respect to single-family residential lots, until building permits have been issued for parcels or lots representing,
in the aggregate, 95% of the total Assessments levied 5 within the Major Improvement Area of the District, such SAP Update shall include the following: (A) the number of new homes
completed in the Major Improvement Area of the District during such Fiscal Year; and (B) the aggregate number of new homes completed within the Major Improvement Area of the District
since filing the initial Annual Issuer Report for Fiscal Year ended September 30, 2021. (vii) Listing of any property or property owners in the Major Improvement Area of the District
representing more than five percent (5%) of the levy of Assessments, the amount of the levy of Assessments against such landowners, and the percentage of such Assessments relative to
the entire levy of Assessments within the Major Improvement Area of the District, all as of the October 1 billing date for the Fiscal Year. (viii) Collection and delinquency history
of the Assessments within the Major Improvement Area of the District for the past five Fiscal Years, in the following format: Collection and Delinquent History of Assessments Collected
in Fiscal Year Ending 9/30 Assessment Billed Parcels Levied Delinquent Amount as of 3/1 Delinquent Percentage as of 3/1 Delinquent Amount as of 9/1 Delinquent Percentage as of
9/1 Total Assessments Collected(1) 20__ $ — — $ (1) Collected as of _________, 20__. Includes $___________ attributable to Prepayments. (ix) For each calendar year, if the total
amount of Annual Installments that are delinquent as of September 1 in such calendar year is equal to or greater than ten (10%) of the total amount of Annual Installments due in such
calendar year, a list of parcel numbers for which the Annual Installments are delinquent. (x) Total amount of Prepayments collected, as of the February 15 of the calendar year immediately
succeeding such Fiscal Year, in each case with respect to the most recent billing period (generally, October 1 of the preceding calendar year through January 31 of the current calendar
year). (xi) The amount of delinquent Assessments by Fiscal Year: (A) which are subject to institution of foreclosure proceedings (but as to which such proceedings have not been instituted);
(B) which are currently subject to foreclosure proceedings which have not been concluded; (C) which have been reduced to judgment but not collected; (D) which have been reduced
to judgment and collected; and 6 (E) the result of any foreclosure sales of assessed property within the Major Improvement Area of the District if the assessed property represents
more than one percent (1%) of the total amount of Assessments. (xii) A description of any amendment to this Disclosure Agreement and a copy of any restatements to the Issuer’s audited
financial statements during such Fiscal Year. See Exhibit B hereto for a form for submitting the information set forth in the preceding paragraphs. The Issuer has designated P3Works,
LLC as the initial Administrator. The Administrator, and if no Administrator is designated, Issuer’s staff, shall prepare the Annual Financial Information. (b) The Issuer shall provide
annually to the MSRB through its EMMA, within twelve (12) months after the end of each Fiscal Year ending on or after September 30, 2021, audited financial statements of the Issuer.
If the audit of such financial statements are not complete within such period, the Issuer shall provide unaudited financial statements for the applicable Fiscal Year within such twelve-month
period to the MSRB through EMMA, and audited financial statements to the MSRB through EMMA when the audit report on such statements becomes available. (c) Any or all of the items listed
above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible
from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. The Issuer shall clearly identify each such other document so
included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, each of the following is a Listed Event with respect to the Bonds:
1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled
draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance
by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status
of the Bonds, or other material events affecting the tax status of the Bonds. 7. Modifications to rights of Owners, if material. 8. Bond calls, if material. 7 9. Defeasances. 10.
Release, substitution, or sale of property securing repayment of the Bonds, if material. 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar event of the Issuer.
13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course
of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its
terms, if material. 14. Appointment of a successor or additional trustee under the Indenture or the change of name of a trustee, if material. 15. Incurrence of a financial obligation
of the obligated person, if material, or agreements to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person,
any of which affect security holders if material. 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial
obligation of the obligated person, any of which reflect financial difficulties. For these purposes, any event described in in the immediately preceding paragraph (12) above is considered
to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in
any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or
if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially
all of the assets or business of the Issuer. For these purposes, “financial obligation” means (i) a debt obligation; (ii) derivative instrument entered into in connection with, or pledged
as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “financial obligation” shall not include municipal securities
as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. Whenever the Issuer obtains knowledge of the occurrence
of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the
MSRB. Following receipt of such with written direction the Dissemination Agent shall file such within ten (10) Business Days of the occurrence of such Listed Event; provided that the
Dissemination Agent shall not be liable for the filing of notice of any Listed Event more than ten (10) Business Days after the occurrence of such Listed Event if notice of such
8 Listed Event is received from the Issuer more than ten (10) Business Days after the occurrence of such Listed Event. Additionally, the Issuer shall notify the MSRB, in a timely manner,
of any failure by the Issuer to provide annual audited financial statements or Annual Financial Information as required under this Disclosure Agreement. Any notice under the preceding
paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such
information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information (which date shall not be more than ten (10) Business Days
after the occurrence of the Listed Event or failure to file). In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive
contents of all disclosures. In addition, the Issuer shall have the sole responsibility to ensure that any notice required to be filed under this Section 5 is filed within ten (10)
Business Days of the occurrence of the Listed Event. (b) The Dissemination Agent and the Administrator shall, within one (1) Business Day of obtaining actual knowledge of the occurrence
of any Listed Event with respect to the Bonds, notify the Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be required to file a notice
of the occurrence of such Listed Event with the MSRB unless and until it receives written instructions from the Disclosure Representative to do so. It is agreed and understood that
the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the the Administrator or the Dissemination Agent. It is agreed and understood that
the Dissemination Agent and the Administrator have agreed to give the foregoing notice to the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but
are under no obligation to investigate whether any such event has occurred. As used above, “actual knowledge” means the actual fact or statement of knowing, without a duty to make
any investigation with respect thereto. In no event shall the Dissemination Agent or the Administrator be liable in damages or in tort to the Issuer or any Owner or beneficial owner
of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such notice in a timely fashion. (c) If in response to a notice from the Dissemination
Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8, 10, 13, 14 or 15 of subparagraph (a) above is not material under applicable federal securities
laws, the Issuer shall promptly notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the Dissemination Agent not to
report the occurrence pursuant to subsection (d). (d) If the Dissemination Agent has been instructed in writing by the Issuer to report the occurrence of a Listed Event, the Dissemination
Agent shall immediately file a notice of such occurrence with the MSRB (which date shall not be more than ten (10) Business Days after the occurrence of the Listed Event or failure
to file). SECTION 6. Termination of Reporting Obligations. The obligations of the Issuer and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal
defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person 9 with respect to the Bonds, or upon delivery by the Disclosure
Representative to the Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. So long as any of the
Bonds remain Outstanding, the Dissemination Agent may assume that the Issuer is an obligated person with respect to the Bonds until it receives written notice from the Disclosure Representative
stating that the Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent may conclusively rely upon such written notice with no duty to make investigation
or inquiry into any statements contained or matters referred to in such written notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice
of such termination in the same manner as for a Listed Event with respect to the Bonds under Section 5(a). SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint
or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent,
with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The
initial Dissemination Agent appointed hereunder shall be Regions Bank SECTION 8. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer and
the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested by the Issuer), and
any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections
3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature
or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking into account any amendments or interpretations
of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture
for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or
beneficial owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual
Issuer Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting
principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be
followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Issuer Report for
the year in which the change is made should present a comparison (in narrative form and also, if feasible, 10 in quantitative form) between the financial statements as prepared on
the basis of the new accounting principles and those prepared on the basis of the former accounting principles. No amendment which adversely affects the Dissemination Agent may be
made without its prior written consent (which consent will not be unreasonably withheld or delayed). SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Issuer Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer
chooses to include any information in any Annual Issuer Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement,
the Issuer shall have no obligation (and the Dissemination Agent shall incur no liability or obligation) under this Disclosure Agreement to update such information or include it in
any future Annual Issuer Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure
Agreement, the Dissemination Agent may (and, at the request of the Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall, upon being indemnified to its satisfaction
as provided in the Indenture), or any Owner or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to cause the Issuer, as the case may be, to comply
with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds,
and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action for mandamus or specific performance.
A default under this Disclosure Agreement by the Issuer shall not be deemed a default under the Disclosure Agreement of Developer by the Developer, and a default under the Disclosure
Agreement of the Developer by the Developer shall not be deemed a default under this Disclosure Agreement by the Issuer. SECTION 11. Duties, Immunities and Liabilities of Dissemination
Agent and the Administrator. (a) The Dissemination Agent shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination
Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the
Dissemination Agent. To the extent permitted by law, the Issuer agrees to hold harmless the Dissemination Agent, its officers, directors, employees and agents, but only with funds
to be provided by the Developer or from Assessments collected from the property owners in the Major Improvement Area of the District, against any loss, expense and liabilities which
it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any
claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct; provided, however, that nothing herein shall be construed to require
the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from information provided to the Dissemination Agent by the Developer or the failure of the
Developer to provide information to the Dissemination Agent as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall
survive resignation or removal of the Dissemination Agent and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination
Agent is an “obligated person” under the Rule. 11 The Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its respective obligations
hereunder. The fact that the Dissemination Agent may have a banking or other business relationship with the Issuer or any person with whom the Issuer contracts in connection with the
transaction described in the Indenture, apart from the relationship created by the Indenture or this Disclosure Agreement, shall not be construed to mean that the Dissemination Agent
has actual knowledge of any event described in Section 5 above, except as may be provided by written notice to the Dissemination Agent pursuant to this Disclosure Agreement. The Dissemination
Agent may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or their respective duties hereunder, and the Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice
of such legal counsel. (b) The Administrator shall not have any responsibility for the (1) accuracy of any information provided by third parties or the Issuer for the disclosures
made pursuant to the terms hereof, or (2) the untimeliness of any information provided by third parties or the Issuer for the disclosures made pursuant to the terms hereof, except where
such untimeliness is attributable to the actions or inactions of the Administrator. The Administrator shall have only such duties as are specifically set forth in Sections 3 and 4
of this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees
to hold harmless the Administrator, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property
owners in the District, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the
costs and expenses (including attorneys’ fees) of defending against any claim of liability resulting from information provided to the Administrator by the Issuer, but excluding liabilities
due to the Administrator’s negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Administrator for losses,
expenses or liabilities arising from information provided to the Administrator by third parties or the Developer, or the failure of any third party or the Developer to provide information
to the Administrator as and when required under this Agreement. The obligations of the Issuer under this Section shall survive resignation or removal of the Administrator and payment
in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Administrator is an “obligated person” under the Rule. The Administrator is
not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Administrator shall not in any event incur any liability with respect
to any action taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper
party or parties. The Administrator may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as
to the construction of any of the provisions hereof or their respective duties hereunder, and the Administrator shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. (c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER
OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES 12 RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, THE ADMINISTRATOR OR THE DISSEMINATION AGENT, RESPECTIVELY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. NEITHER THE DISSEMINATION AGENT NOR THE ADMINISTRATOR ARE UNDER ANY OBLIGATION NOR ARE
THEY REQUIRED TO BRING SUCH AN ACTION. SECTION 12. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer or Dissemination Agent contained in this Disclosure
Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future council members, officer, agent or employee of the Issuer or Dissemination
Agent in other than that person's official capacity. SECTION 13. Severability. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation,
agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality
or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof
made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action,
or part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not
contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation,
obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law.
SECTION 14. Sovereign Immunity. The Dissemination Agent agrees that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer’s sovereign or governmental
immunities regarding liability or suit. SECTION 15. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Underwriter, the Dissemination Agent
and the Owners and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended
or shall act to disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws. SECTION 16. Dissemination Agent Compensation. The fees and expenses
incurred by the Dissemination Agent for its services rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and will be included in the Annual Installments
as provided in the annual updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent, but only with funds to be provided from Assessments
collected from the property owners in the Major Improvement Area of the District, for its fees and expenses for the Dissemination Agent’s services rendered in accordance with this Disclosure
Agreement. 13 SECTION 17. Assessment Timeline. The basic expected timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent
Assessments is set forth in Exhibit C which is intended to illustrate the general procedures expected to be followed in enforcing the payment of delinquent Assessments. SECTION 18.
Anti-Boycott Verification. The Dissemination Agent hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott
Israel and, to the extent this Disclosure Agreement is a contract for goods or services, will not boycott Israel during the term of this Disclosure Agreement. The foregoing verification
is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification,
“boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial
relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business
purposes. The Dissemination Agent understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make
a profit. SECTION 19. Iran, Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Dissemination Agent represents that neither
the Dissemination Agent, nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Dissemination Agent is a company identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s
internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-lis
t.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal
law and excludes the Dissemination Agent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Dissemination Agent, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist
organization. The Dissemination Agent understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists
to make a profit. SECTION 20. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Texas. SECTION 21. Counterparts. This Disclosure Agreement may
be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [remainder of page left blank intentionally]
SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT S-3 P3WORKS, LLC (as Administrator) By: Name: Title: A-1 EXHIBIT A NOTICE TO MSRB
OF FAILURE TO FILE ANNUAL ISSUER REPORT Name of Issuer: City of Anna, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District
No. 2 Major Improvement Area Project) CUSIP Nos. [insert CUSIP NOs.] Date of Delivery: ______________, 20__ NOTICE IS HEREBY GIVEN that the City of Anna, Texas, has not provided [an
Annual Issuer Report][annual audited financial statements] with respect to the above-named bonds as required by the Continuing Disclosure Agreement of Issuer dated [INDENTURE DATE],
2021, between the Issuer and Regions Bank, as “Dissemination Agent.” The Issuer anticipates that [the Annual Issuer Report][annual audited financial statements] will be filed by ________________.
Dated: _________________ Regions Bank (as Dissemination Agent) By: Title: cc: City of Anna Texas B-1 EXHIBIT B CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES
2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) ANNUAL ISSUER REPORT* Delivery Date: __________, 20__ CUSIP NOSs: [insert CUSIP NOs.]
BONDS OUTSTANDING CUSIP Number Maturity Date Interest Rate Original Principal Amount Outstanding Principal Amount Outstanding Interest Amount INVESTMENTS Fund/ Account
Name Investment Description Par Value Book Value Market Value _________________________ *Excluding Audited Financial Statements of the Issuer ASSETS AND LIABILITIES OF PLEDGED
TRUST ESTATE Bonds (Principal Balance) ___________________ Funds and Accounts [list] ___________________ TOTAL ASSETS ___________________ LIABILITIES Outstanding Bond Principal
___________________ Outstanding Program Expenses (if any) ___________________ TOTAL LIABILITIES ___________________ B-2 EQUITY Assets Less Liabilities ___________________ Value
to Debt Ratio ___________________ Form of Accounting Cash Accrual Modified Accrual ITEMS REQUIRED BY SECTIONS 4(a)(ii) – (vii) [Insert a line item] SECTION 4(a)(viii) COLLECTION
AND DELINQUENCY HISTORY OF THE ASSESSMENTS WITHIN THE DISTRICT FOR THE PAST FIVE FISCAL YEARS, IN THE FOLLOWING FORMAT: Collection and Delinquent History of Assessments Collected in
Fiscal Year Ending 9/30 Assessment Billed Parcels Levied Delinquent Amount as of 3/1 Delinquent Percentage as of 3/1 Delinquent Amount as of 9/1 Delinquent Percentage as of 9/1
Total Assessments Collected(1) $ — — $ (1) Collected as of _________, 20_. Includes $___________ attributable to Prepayments. ITEMS REQUIRED BY SECTIONS 4(a)(ix) – (xii) OF
THE CONTINUING DISCLOSURE AGREEMENT OF ISSUER RELATING TO THE CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021, (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT
AREA #1 PROJECT) [Insert a line item for each applicable listing] C-1 EXHIBIT C BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES1 Date Delinquency
Clock (Days) Activity January 31 Annual Installments of Assessments are due. February 1 1 Annual Installments of Assessments Delinquent if not received. February 15 15 Issuer forwards
payment to Trustee for all collections received as of February 15, along with detailed breakdown. Subsequent payments and relevant details will follow monthly thereafter. Issuer
and/or Administrator should be aware of actual and specific delinquencies. Issuer and/or Administrator should be aware if Reserve Fund needs to be utilized for debt service payments
on March 1. If there is to be a shortfall, the Trustee and Dissemination Agent should be immediately notified. Issuer and/or Administrator should also be aware if, based on collections,
there will be a shortfall for September payment. Issuer and/or Administrator should determine if previously collected surplus funds, if any, plus actual collections will be fully adequate
for debt service in March and September. At this point, if total delinquencies are under 5% and if there is adequate funding for March and September payments, no further action is anticipated
for collection of Annual Installments of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate designee, will begin process to cure deficiency.
For properties delinquent by more than one year or if the delinquency exceeds $10,000 the matter will be referred for commencement of foreclosure. If there are over 5% delinquencies
or if there is 1 Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments, which dates and procedures are subject to adjustment by
the Issuer. C-2 inadequate funding in the Pledged Revenue Fund for transfer to the Principal and Interest Account of such amounts as shall be required for the full March and September
payments, the collection-foreclosure procedure will proceed against all delinquent properties. March 15 43/44 Trustee pays bond interest payments to bondholders. Reserve Fund payment
to Bond Fund may be required if Assessments are below approximately 50% collection rate. Issuer, or the Trustee, on behalf of the Issuer, to notify Dissemination Agent of the occurrence
of draw on the Reserve Fund and, following receipt of such notice, Dissemination Agent to notify MSRB of such draw on the Fund for debt service. Use of Reserve Fund for debt service
payment should trigger commencement of foreclosure on delinquent properties. Issuer determines whether or not any Annual Installments of Assessments are delinquent and, if such delinquencies
exist, the Issuer commences as soon as practicable appropriate and legally permissible actions to obtain such delinquent Annual Installments of Assessments. March 20 47/48 Issuer and/or
Administrator to notify Dissemination Agent for disclosure to MSRB of all delinquencies. If any property owner with ownership of property responsible for more than $10,000 of the Annual
Installments of Assessments is delinquent or if a total of delinquencies is over 5%, or if it is expected that Reserve Fund moneys will need to be utilized for either the March or September
bond payments, the Disclosure Representative shall work with City Attorney's office, or the appropriate designee, to satisfy payment of all delinquent Annual Installments of Assessments.
April 15 74/75 Preliminary Foreclosure activity commences, and Issuer to notify Dissemination Agent of the commencement of preliminary foreclosure activity. C-3 If Dissemination
Agent has not received Foreclosure Schedule and Plan of Collections, Dissemination Agent to request same from the Issuer. May 1 89/90 If the Issuer has not provided the Dissemination
Agent with Foreclosure Schedule and Plan of Collections, and if instructed by the bondholders under Section 11.2 of the Indenture, Dissemination Agent requests that the Issuer commence
foreclosure or provide plan for collection. May 15 103/104 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to
the Dissemination Agent for dissemination to those bondholders who have requested to be notified of collections progress. The goal for the foreclosure actions is a filing by no later
than June 1 (day 120/121). June 1 120/121 Foreclosure action to be filed with the court. June 15 134/135 Issuer notifies Trustee and Dissemination Agent of Foreclosure filing status.
Dissemination Agent notifies bondholders. July 1 150/151 If bondholders and Dissemination Agent have not been notified of a foreclosure action, Dissemination Agent will notify the
Issuer that it is appropriate to file action. A committee of not less than 25% of the Owners may request a meeting with the City Manager, Assistant City Manager or the Finance Director
to discuss the Issuer’s actions in pursuing the repayment of any delinquencies. This would also occur after day 30 if it is apparent that a Reserve Fund draw is required. Further, if
delinquencies exceed 5%, Owners may also request a meeting with the Issuer at any time to discuss the Issuer’s plan and progress on collection and foreclosure activity. If the Issuer
is not diligently proceeding with the foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the Issuer to pursue the collections of delinquent
Annual Installments of Assessments.
03 - Assessment Ordinance v3 (E).pdf
CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COLLIN COUNTY CITY OF ANNA We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows: 1. The City
Council (the “Council”) of the City convened in a regular meeting on July 27, 2021, at the regular designated meeting place, and the roll was called of the duly constituted officers
and members of the Council, to wit: Nate Pike, Mayor Kevin Toten Lee Miller, Mayor Pro-Tem Danny Ussery Josh Vollmer, Deputy Mayor Pro-Tem Randy Atchley Stan Carver Jim Proce,
City Manager Carrie L. Land, City Secretary and all of said persons were present, thus constituting a quorum. Whereupon, among other business the following was transacted at said
meeting: a written Ordinance entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS ACCEPTING AND APPROVING A SERVICE AND ASSESSMENT PLAN AND ASSESSMENT ROLLS FOR THE
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2; MAKING A FINDING OF SPECIAL BENEFIT TO THE PROPERTY IN THE DISTRICT; LEVYING SPECIAL ASSESSMENTS AGAINST PROPERTY WITHIN THE DISTRICT
AND ESTABLISHING A LIEN ON SUCH PROPERTY; PROVIDING FOR THE METHOD OF ASSESSMENT AND THE PAYMENT OF THE ASSESSMENTS IN ACCORDANCE WITH CHAPTER 372, TEXAS LOCAL GOVERNMENT CODE, AS AMENDED,
PROVIDING PENALTIES AND INTEREST ON DELINQUENT ASSESSMENTS, PROVIDING FOR SEVERABILITY, AND PROVIDING AN EFFECTIVE DATE. was duly introduced for the consideration of the Council.
It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said Ordinance, prevailed and carried, with
all members of the Council shown present above voting “Aye,” except as noted below: NAYS: 0 ABSTENTIONS: 0 CITY OF ANNA ORDINANCE NO. 925-2021 AN ORDINANCE OF THE CITY COUNCIL OF
THE CITY OF ANNA, TEXAS ACCEPTING AND APPROVING A SERVICE AND ASSESSMENT PLAN AND ASSESSMENT ROLLS FOR THE SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2; MAKING A FINDING OF SPECIAL
BENEFIT TO THE PROPERTY IN THE DISTRICT; LEVYING SPECIAL ASSESSMENTS AGAINST PROPERTY WITHIN THE DISTRICT AND ESTABLISHING A LIEN ON SUCH PROPERTY; PROVIDING FOR THE METHOD OF ASSESSMENT
AND THE PAYMENT OF THE ASSESSMENTS IN ACCORDANCE WITH CHAPTER 372, TEXAS LOCAL GOVERNMENT CODE, AS AMENDED, PROVIDING PENALTIES AND INTEREST ON DELINQUENT ASSESSMENTS, PROVIDING FOR
SEVERABILITY, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the governing body (the “City Council”) of the City of Anna, Texas (the “City”) is authorized by the Public Improvement District
Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “PID Act”) to create public improvement districts within the City and the extraterritorial jurisdiction (“ETJ”);
and WHEREAS, on October 20, 2020, a petition (the “Petition”) was submitted and filed with the City Secretary (the “City Secretary”) of the City meeting the requirements of the PID
Act requesting the creation of a public improvement district within the ETJ of the City ; and WHEREAS, the Petition contained the signatures of the owners of taxable property representing
more than fifty percent of the appraised value of taxable real property liable for assessment within the District (defined below), as determined by the then current ad valorem tax rolls
of Collin Central Appraisal District and the signatures of the property owners who own taxable real property that constitutes more than fifty percent of the area of all taxable property
within the District that is liable for assessment; and WHEREAS, the City accepted the Petition and called a public hearing to consider the creation of the District and directed the
City Secretary to publish and mail notice of such hearing as required by the PID Act; and WHEREAS, on December 8, 2020, after due notice, the City Council held a public hearing in the
manner required by law on the advisability of the public improvements and services described in the Petition as required by Section 372.009 of the PID Act and made the findings required
by Section 372.009(b) of the PID Act and, by Resolution No. 20-12-839 (the “Authorization Resolution”) adopted by a majority of the members of the City Council, authorized and created
the Sherley Tract Public Improvement District No. 2 (the “District”) in accordance with its finding as to the advisability of the Authorized Improvements; and 4 WHEREAS, the City published
the Authorization Resolution as required by law; and WHEREAS, no written protests regarding the creation of the District from any owners of record of property within the District were
filed with the City Secretary; and WHEREAS, on May 25, 2021, the City Council adopted a resolution determining total costs of certain authorized public improvements, approving a preliminary
service and assessment plan, including proposed assessment rolls, and directing the publication and mailing of notice of a public hearing (the “Assessment Hearing”) to consider an ordinance
levying assessments on property within the District (the “Assessments”); and WHEREAS, the City Secretary filed the proposed Assessment Rolls (defined below) and made the same available
for public inspection; and WHEREAS, the City Secretary, pursuant to Section 372.016(c) of the PID Act, mailed the notice of the Assessment Hearing to the last known address of the owners
of the property liable for the Assessments; and WHEREAS, the City Secretary, pursuant to Section 372.016(b) of the PID Act, published notice of the Assessment Hearing on May 25, 2021
in the Herald-Democrat, a newspaper of general circulation in the City and ETJ of the City; and WHEREAS, the City Council opened the Assessment Hearing on June 22, 2021 and continued
said hearing until July 27, 2021; and WHEREAS, the City Council convened the Assessment Hearing on July 27, 2021, at which all persons who appeared, or requested to appear, in person
or by their attorney, were given the opportunity to contend for or contest the Assessment Rolls, and the proposed Assessments, and to offer testimony pertinent to any issue presented
on the amount of the Assessments, the allocation of the Actual Costs of the authorized public improvements to be undertaken for the benefit of property within the District (the “Authorized
Improvements”), the purposes of the Assessments, the special benefits of the Assessments, and the penalties and interest on annual installments and on delinquent annual installments
of the Assessments; and WHEREAS¸ the owners of 100% of the property subject to the proposed assessment within the District (the “Landowners”) had actual knowledge of the Assessment
Hearing to be held on July 27, 2021, and support the creation of the District and the levy of assessments against the property in accordance with the Service and Assessment Plan to
finance the Authorized Improvements for benefit of the property within the District; and WHEREAS, the City Council finds and determines that the Assessment Rolls and the Sherley Tract
Public Improvement District No. 2 Service and Assessment Plan, dated July 27, 2021 (the “Service and Assessment Plan”), attached as Exhibit A and incorporated as a part of this Ordinance
for all purposes, should be approved and that the Assessments should be levied as provided in this Ordinance and the Service and Assessment Plan, including the Assessment Rolls attached
thereto as Exhibit E-1 and F-1 (the “Assessment Rolls”); and 5 WHEREAS, the City Council further finds that there were no objections or evidence submitted to the City Secretary in opposition
to the Service and Assessment Plan, the allocation of the Actual Costs of the Authorized Improvements as described in the Service and Assessment Plan, the Assessment Rolls, and the
levy of the Assessments; and WHEREAS, at the Assessment Hearing, the Landowners, or their representatives, who are the persons to be assessed pursuant to this Ordinance, appeared in
support of the levy of the Assessments against their property located within the District; and WHEREAS, the City Council closed the hearing, and, after considering all written and documentary
evidence presented at the hearing, including all written comments and statements filed with the City, determined to proceed with the adoption of this Ordinance in conformity with the
requirements of the PID Act; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. Terms. Terms not otherwise defined herein are defined in the
Service and Assessment Plan. Section 2. Findings. The City Council hereby finds, determines, and ordains, as follows: (a) The recitals set forth in the WHEREAS clauses of this Ordinance
are true and correct and are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section and constitute
findings of the City Council acting in its discretionary, legislative capacity; (b) All actions of the City in connection with the creation and establishment of the District and the
approval of this Ordinance: (i) have been taken and performed in compliance with the PID Act and all other applicable laws, policies, and procedures; (ii) have been taken and performed
in a regular, proper and valid manners; and (iii) are approved and ratified; (c) The apportionment of the Actual Costs of the Authorized Improvements, including specifically the Improvement
Area #1 Improvements and the Major Improvements (as reflected in the Service and Assessment Plan , and the Annual Collection Costs pursuant to the Service and Assessment Plan) is fair
and reasonable, reflects an accurate presentation of the special benefit each assessed Parcel will receive from the construction of the Authorized Improvements identified in the Service
and Assessment Plan, and is hereby approved; 6 (d) The Service and Assessment Plan covers a period of at least five years and defines the annual indebtedness and projected costs for
the Authorized Improvements; (e) The Service and Assessment Plan apportions the Actual Cost(s) of the Authorized Improvements to be assessed against the property in the District and
such apportionment is made on the basis of special benefits accruing to the property because of the Authorized Improvements; (f) All of the Improvement Area #1 Assessed Property being
assessed in the amounts shown on the Improvement Area #1 Assessment Roll will be benefited by the Improvement Area #1 Projects proposed to be constructed as described in the Service
and Assessment Plan, and each assessed Parcel of Improvement Area #1 Assessed Property will receive special benefits equal to or greater than the total amount assessed for the Improvement
Area #1 Projects; (g) All of the Major Improvement Area Assessed Property being assessed in the amounts shown on the Major Improvement Area Assessment Roll will be benefited by the
Major Improvement Area Projects proposed to be constructed as described in the Service and Assessment Plan, and each assessed Parcel of Major Improvement Area Assessed Property will
receive special benefits equal to or greater than the total amount assessed for the Major Improvement Area Projects; (h) The method of apportionment of the Actual Costs of the Authorized
Improvements and Annual Collection Costs set forth in the Service and Assessment Plan results in imposing equal shares of the Actual Costs of the Authorized Improvements and Annual
Collection Costs on property similarly benefited, and results in a reasonable classification and formula for the apportionment of the Actual Costs; (i) The Service and Assessment Plan
has been prepared on behalf of, presented to, and reviewed by the City Council and should be approved as the service plan and assessment plan for the District for all purposes as described
in Sections 372.013 and 372.014 of the PID Act; (j) The Assessment Rolls should be approved as the Assessment Rolls for the District; (k) The provisions of the Service and Assessment
Plan relating to due and delinquency dates for the Assessments, interest on Annual Installments, interest and penalties on delinquent Assessments and delinquent Annual Installments,
and procedures in connection with the imposition and collection of Assessments should be approved and will expedite collection of the Assessments in a timely manner in order to provide
the services and improvements needed and required for the area within the District; and (l) A written notice of the date, hour, place and subject of this meeting of the City Council
was posted at a place convenient to the public for the time required by law 7 preceding this meeting, as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended,
and this meeting has been open to the public as required by law at all times during which this Ordinance and the subject matter hereof has been discussed, considered, and formally acted
upon. Section 3. Service and Assessment Plan. The Service and Assessment Plan is hereby accepted and approved pursuant to Sections 372.013 and 372.014 of the PID Act as the service
plan and the assessment plan relating to the Authorized Improvements for the District. The Service and Assessment Plan shall be updated by the City Council no less frequently than
annually as required by the PID Act and more frequently as may be required by the Service and Assessment Plan including upon the issuance of PID Bonds. Section 4. Assessment Rolls.
The Assessment Rolls are hereby accepted and approved pursuant to Section 372.016 of the PID Act as the Assessment Rolls of the District for all purposes. Section 5. Levy and Payment
of Assessments for Costs of the Authorized Improvements. (a) The City Council hereby levies the Assessments on each Parcel of property (excluding Non-Benefitted Property) located within
the District, as shown and described in the Service and Assessment Plan and the Assessment Rolls, in the respective amounts shown in the Service and Assessment Plan as a special assessment
as set forth in the Assessment Rolls. (b) The levy of the Assessments shall be effective on the date of execution of this Ordinance levying Assessments and strictly in accordance with
the terms of the Service and Assessment Plan and the PID Act. (c) The collection of the Assessments shall be as described in the Service and Assessment Plan and the PID Act. (d) Each
Assessment may be prepaid in whole or in part at any time without penalty or may be paid in Annual Installments pursuant to the terms of the Service and Assessment Plan. (e) Each Assessment
shall bear interest at the rate or rates specified in the Service and Assessment Plan. (f) Each Annual Installment shall be collected each year in the manner set forth in the Service
and Assessment Plan. (g) The Annual Collection Costs for Assessed Property shall be calculated pursuant to the terms of the Service and Assessment Plan. 8 Section 6. Method of Assessment.
The method of apportioning the Actual Costs of the Authorized Improvements and Annual Collection Costs are set forth in the Service and Assessment Plan. Section 7. Penalties and Interest
on Delinquent Assessments. Delinquent Assessments shall be subject to the penalties, interest, procedures, and foreclosure sales set forth in the Service and Assessment Plan and as
allowed by law. Section 8. Prepayments of Assessments. As provided in the Service and Assessment Plan, the owner of any Assessed Property may prepay the Assessments levied by this
Ordinance. Section 9. Lien Priority. The City Council and the Landowners intend for the obligations, covenants and burdens on the Assessed Property, including without limitation such
Landowners’ obligations related to payment of the Assessments and the Annual Installments thereof, to constitute covenants that shall run with the land. The Assessments and the Annual
Installments thereof which are levied hereby shall be binding upon the assessed parties, as the owners of Assessed Property, and their respective transferees, legal representatives,
heirs, devisees, successors and assigns, regardless of whether such owners are named, in the same manner and for the same period as such parties would be personally liable for the payment
of ad valorem taxes under applicable law. Assessments shall have lien priority as specified in the Service and Assessment Plan and the PID Act. Section 10. Applicability of Tax Code.
To the extent not inconsistent with this Ordinance, and not inconsistent with the PID Act or the other laws governing public improvement districts, the provisions of the Texas Tax Code,
as amended, shall be applicable to the imposition and collection of Assessments by the City. Section 11. Filing in Land Records. The City Secretary is directed to cause a copy of this
Ordinance, including the Service and Assessment Plan and/or the Assessment Roll, to be recorded in the real property records of Collin County, Texas. The City Secretary is further
directed to similarly file each Annual Service Plan Update approved by the City Council. Section 12. Severability. If any provision, section, subsection, sentence, clause, or phrase
of this Ordinance, or the application of same to any person or set of circumstances is for any reason held to be unconstitutional, void, or invalid, the validity of the remaining portions
of this Ordinance or the application to other persons or sets of circumstances shall not be affected thereby, it being the 9 intent of the City Council that no portion hereof, or provision
or regulation contained herein shall become inoperative or fail by reason of any unconstitutionality, voidness, or invalidity or any other portion hereof, and all provisions of this
ordinance are declared to be severable for that purpose. Section 13. Effective Date. This Ordinance shall take effect, and the levy of the Assessments, and the provisions and terms
of the Service and Assessment Plan shall be and become effective upon passage and execution hereof. (Execution page follows.) S-1 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY
OF ANNA, TEXAS, THIS 27th DAY OF JULY, 2021. ATTEST: _____________________________ Nate Pike, Mayor ____________________________ Carrie L. Land, City Secretary STATE
OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the ______ day of ____________, 2021 by Nate Pike, the Mayor, and Carrie L. Land, the City Secretary,
of the City of Anna, Texas on behalf of said City. Notary Public, State of Texas (SEAL) A-1 EXHIBIT A Service and Assessment Plan SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
1 AUSTIN, TX | NORTH RICHLAND HILLS, TX Sherley Tract Public Improvement District No. 2 SERVICE AND ASSESSMENT PLAN JULY 27, 2021 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
2 TABLE OF CONTENTS Table of Contents .......................................................................................................................... 2 Introduction ..................
................................................................................................................ 4 Section I: Definitions ............................................................
......................................................... 5 Section II: The District .................................................................................................................
13 Section III: Authorized Improvements and Bond Issuance Costs ................................................. 13 Section IV: Service Plan ......................................................
......................................................... 16 Section V: Assessment Plan ......................................................................................................... 16
Section VI: Terms of the Assessments ......................................................................................... 21 Section VII: Assessment Roll ......................................
................................................................. 28 Section VIII: Additional Provisions .............................................................................................
.. 28 Exhibits ........................................................................................................................................ 30 Appendices ...............................
.................................................................................................. 31 Exhibit A‐1 – Map of the District ..............................................................
................................... 32 Exhibit A‐2 – Map of Improvement Area #1 and the Major Improvement Area ......................... 33 Exhibit B – Project Costs ...............................
............................................................................... 34 Exhibit C – Service Plan ..........................................................................................
..................... 35 Exhibit D – Sources and Uses of Funds ........................................................................................ 36 Exhibit E‐1 – Improvement Area #1 Assessme
nt Roll .................................................................. 37 Exhibit E‐2 – Improvement Area #1 Annual Installments ............................................................ 38
Exhibit F‐1 – Major Improvement Area Assessment Roll ............................................................ 39 Exhibit F‐2 – Major Improvement Area Annual Installments .......................
............................... 40 Exhibit G‐1 – Maps of Improvement Area #1 Improvements ...................................................... 41 Exhibit G‐2 – Maps of Major Improvements ........
....................................................................... 45 Exhibit H – Maximum Assessment and Tax Rate Equivalent ....................................................... 49
Exhibit I – TIRZ No. 3 Annual Credit Amount by Lot Type ............................................................ 50 Exhibit J – Form of Notice of PID Assessment Termination ....................
..................................... 51 Exhibit K‐1 – Debt Service Schedule for the Improvement Area #1 Bonds .................................. 54 Exhibit K‐2 – Debt Service Schedule for the Majo
r Improvement Area Bonds ............................ 57 Exhibit K‐3 – Annual Installment Schedule for the Improvement Area #1 Reimbursement Obligation .............................................
...................................................................................... 60 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 3 Exhibit L‐1 – District Legal Description .........
............................................................................... 61 Exhibit L‐2 – Improvement Area #1 Legal Description ...............................................................
. 66 Exhibit L‐3 – Major Improvement Area Legal Description ........................................................... 73 Appendix A – Engineer’s Report ...........................................
....................................................... 84 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 4 INTRODUCTION Capitalized terms used in this Service and Assessment Plan shall
have the meanings given to them in Section I unless otherwise defined in this Service and Assessment Plan or unless the context in which a term is used clearly requires a different meaning. Unless
otherwise defined, a reference to a “Section,” an “Exhibit,” or an “Appendix” shall be a reference to a Section of this Service and Assessment Plan or an Exhibit or Appendix attached to and made a
part of this Service and Assessment Plan for all purposes. On December 8, 2020, the City Council passed and approved Resolution No. 2020‐12‐839 authorizing the establishment of Sherley Tract Publ
ic Improvement District No. 2 in accordance with Chapter 372, Texas Local Government Code, which authorization was effective upon publication as required by the PID Act. The purpose of the Distric
t is to finance the Actual Costs of Authorized Improvements that confer a special benefit on approximately 289.751 acres located within the extraterritorial jurisdiction of the City (which is antic
ipated to be annexed upon the levy of the Assessments), as described by the legal description on Exhibit L‐1 and depicted on Exhibit A‐1. The PID Act requires a service plan covering a period of
at least five years and defining the annual indebtedness and projected cost of the Authorized Improvements. The Service Plan is contained in Section IV. The PID Act requires that the Service Pla
n include an Assessment Plan that assesses the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special benefits conferred on such property
by the Authorized Improvements. The Assessment Plan is contained in Section V. The PID Act requires an Assessment Roll that states the Assessment against each Parcel
determined by the method chosen by the City Council. The Assessment against each Parcel of Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized
Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on the Parcel by such Authorized Improvements. The Assessment Roll for Improvement Area #1 is
included as Exhibit E‐1. The Assessment Roll for the Major Improvement Area is included as Exhibit F‐1. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 5 SECTION I: DEFINITIONS
“Actual Costs” mean with respect to Authorized Improvements, the actual costs paid or incurred by or on behalf of the Owner, including : (1) the costs incurred by or on behalf of the Owner
(either directly or through affiliates) for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Im
provements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) the costs incurred by or on behalf of the Owner for external pro
fessional costs, such as engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (4) all labor, bonds, and
materials, including equipment and fixtures, by contractors, builders, and materialmen in connection with the acquisition, construction, or implementation of the Authorized Improvements; (5) all re
lated permitting and public approval expenses, architectural, engineering, and consulting fees, and governmental fees and charges. “Additional Interest” means the amount collected by application of
the Additional Interest Rate. “Additional Interest Rate” means the 0.50% additional interest rate that may be charged on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act.
The Additional Interest Rate is not charged on the portion of the Improvement Area #1 Assessment securing the Improvement Area #1 Reimbursement Obligation. “Administrator” means the City or indepe
ndent firm designated by the City who shall have the responsibilities provided in this Service and Assessment Plan, the Indenture, or any other agreement or document approved by the City related to
the duties and responsibilities of the administration of the District. The initial Administrator is P3Works, LLC. “Annual Collection Costs” mean the actual or budgeted costs and expenses related
to the operation of the District, including, but not limited to, costs and expenses for: (1) the Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial a
dvisors, and other consultants engaged by the City; (4) calculating, collecting, and maintaining records with respect to Assessments and Annual Installments; (5) preparing and maintaining records w
ith respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID Bonds; (7) investing or depositing Assessments and Annual Installments; (8) complying with this
Service and Assessment Plan and the PID Act with respect to the PID Bonds, including the City’s continuing disclosure requirements; and (9) the paying agent/registrar and Trustee in connection
with PID Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs
for subsequent years. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 6 “Annual Installment” means the annual installment payment of an Assessment as calculated by the Administrator and ap
proved by the City Council, that includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest, if applicable. “Annual Service Plan Update” means an update to this
Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. “Assessed Property” means any Parcel within the District against which
an Assessment is levied. “Assessment” means an assessment levied against a Parcel within the District, other than NonBenefitted Property, and imposed pursuant to an Assessment Ordinance and the prov
isions herein, as shown on an Assessment Roll, subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. “Assessment Ordinance
” means an ordinance adopted by the City Council in accordance with the PID Act that levies an Assessment on Assessed Property within the District, as shown on any Assessment Roll.
“Assessment Plan” means the methodology employed to assess the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special
benefits conferred on such property by the Authorized Improvements, more specifically set forth and described in Section V. “Assessment Roll” means any assessment roll for the Assessed Property wi
thin the District, including the Major Improvement Area Assessment Roll and the Improvement Area #1 Assessment Roll, as updated, modified or amended from time to time in accordance with
the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds or any Annual Service Plan Update. “Authorized Improvements” means (1) t
he improvements authorized by Section 372.003 of the PID Act, as depicted on Exhibit G‐1 and Exhibit G‐2 and described in Section III; (2) Bond Issuance Costs, and (3) District Formation Costs.
“Bond Issuance Costs” means the costs associated with issuing PID Bonds, including but not limited to attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs,
publication costs, capitalized interest, reserve fund requirements, underwriter’s discount, fees charged by the Texas Attorney General, and any other cost or expense incurred by the City
directly associated with the issuance of any series of PID Bonds. “City” means the City of Anna, Texas. “City Council” means the governing body of the City. “County” means Collin County, Texas.
SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 7 “Delinquent Collection Costs” mean costs related to the foreclosure on Assessed Property and the costs of collection of delinquent Assessme
nts, delinquent Annual Installments, or any other delinquent amounts due under this Service and Assessment Plan including penalties and reasonable attorney’s fees actually paid, but excl
uding amounts representing interest and penalty interest. “Development Agreement” means the Sherley Tract Subdivision Improvement Agreement adopted by the City under Resolution No. 2020‐06
‐733 as thereafter may have been amended. “District” means Sherley Tract Public Improvement District No. 2 containing approximately 289.751 acres located within the extraterritorial jurisdiction of
the City, and more specifically described in Exhibit L‐1 and depicted on Exhibit A‐1. The District is anticipated to be annexed into the corporate limits of the City upon the levy of Assessments.
“District Formation Costs” means the costs associated with forming the District, including but not limited to, attorney fees, and any other cost or expense incurred by the City directly
associated with the establishment of the District. “Engineer’s Report” means a report provided by a licensed professional engineer that describes the Authorized Improvements, including their cost
s, location, and benefit, and is attached hereto as Appendix A. “Estimated Buildout Value” means the estimated value of an Assessed Property with fully constructed buildings, as
provided by the Owner and confirmed by the City Council, by considering such factors as density, lot size, proximity to amenities, view premiums, location, market conditions, historical
sales, builder contracts, discussions with homebuilders, reports from third party consultants, or any other factors that, in the judgment of the City, may impact value. The Estimated Buildout Value
for a Lot is shown on Exhibit H. “Improvement Area #1” means approximately 109.402 acres located within the District, more specifically described in Exhibit L‐2 and depicted on Exhibit A‐2.
“Improvement Area #1 Annual Installment” means the Annual Installment of the Improvement Area #1 Assessment as calculated by the Administrator and approved by the City Council, that
includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest, if applicable, which amount may be reduced by the TIRZ No. 3 Annual Credit Amount.
“Improvement Area #1 Assessed Property” means any Parcel within Improvement Area #1 against which an Improvement Area #1 Assessment is levied. “Improvement Area #1 Assessment” means an Assessment
levied against a Parcel within Improvement Area #1 and imposed pursuant to an Assessment Ordinance and the provisions SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 8 herein, as shown on
the Improvement Area #1 Assessment Roll, subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. “Improvement Area #1 Assessm
ent Roll” means the Assessment Roll for the Improvement Area #1 Assessed Property, as updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PI
D Act, including any updates prepared in connection with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1 Assessment Roll is included in this Service and Assess
ment Plan as Exhibit E‐1. “Improvement Area #1 Bonds” means those certain “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improv
ement Area #1 Project)” that are secured by Improvement Area #1 Assessments. “Improvement Area #1 Improvements” means the Authorized Improvements which only benefit the Improvement Area #1 Assesse
d Property, as further described in Section III.B and depicted on Exhibit G‐1. “Improvement Area #1 Initial Parcel” means all of the Improvement Area #1 Assessed Property against
which the entire Improvement Area #1 Assessment is levied, as shown on the Improvement Area #1 Assessment Roll. “Improvement Area #1 Projects” means collectively: (1) the pro rata port
ion of the Major Improvement costs allocable to Improvement Area #1; (2) the Improvement Area #1 Improvement costs; (3) the Annual Collection Costs related to the Improvement Area #1 Bon
ds; and (4) Bond Issuance Costs associated with the issuance of the Improvement Area #1 Bonds. “Improvement Area #1 Reimbursement Agreement” means that certain “Sherley Tract Public
Improvement District No. 2 Improvement Area #1 Reimbursement Agreement” effective July 27, 2021, entered into by and between the City and Owner, whereby all or a portion of the Actual
Costs not paid to the Owner from Improvement Area #1 Bonds will be paid to the Owner from Improvement Area #1 Assessments to reimburse the Owner for Actual Costs paid by the Owner,
plus interest, that are eligible to be paid with Improvement Area #1 Assessments. “Improvement Area #1 Reimbursement Obligation” means an amount not to exceed $4,157,016 secured by Improvement Ar
ea #1 Assessments to be paid to the Owner pursuant to the Improvement Area #1 Reimbursement Agreement. The Annual Installments for the Improvement Area #1 Reimbursement Obligation are shown on Exhi
bit L‐2. “Indenture” means an Indenture of Trust entered into between the City and the Trustee in connection with the issuance of each series of PID Bonds, as amended from time to time,
between the City and the Trustee setting forth terms and conditions related to a series of PID Bonds. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 9 “Lot” means (1) for any portion of t
he District for which a final subdivision plat has been recorded in the Official Public Records of the County, a tract of land described by “lot” in such subdivision plat; and (2) for any portion o
f the District for which a subdivision plat has not been recorded in the Plat or Official Public Records of the County, a tract of land anticipated to be described as a “Lot” in a final recorded su
bdivision plat as shown on a concept plan or a preliminary plat. A “Lot” shall not include real property owned by a government entity, even if such property is designated as a separate described tr
act or lot on a recorded subdivision plat. “Lot Type” means a classification of final building Lots with similar characteristics (e.g. lot size, home product, buildout value, etc.), as determined b
y the Administrator and confirmed by the City Council. In the case of single‐family residential Lots, the Lot Type shall be further defined by classifying the residential Lots by the Estimated Buil
dout Value of the Lot as shown on Exhibit H. “Lot Type 1” means a Lot in Improvement Area #1 marketed to homebuilders as a 40’ Lot. “Lot Type 2” means a Lot in Improvement Area #1 marketed to home
builders as a 50’ Lot. “Lot Type 3” means a Lot in Improvement Area #1 marketed to homebuilders as a 60’ Lot. “Lot Type 4” means a Lot in Improvement Area #1 marketed to homebuilders as a Townhome
Lot. “Major Improvement Area” means approximately 180.349 acres located within the District, and more specifically described in Exhibit L‐3 and depicted on Exhibit A‐2. The Major Improvement
Area includes all of the District save and except Improvement Area #1. “Major Improvement Area Annual Installment” means the Annual Installment of the Major Improvement Area Assessment as calculat
ed by the Administrator and approved by the City Council that includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest. “Major Improvement Area Assessed Prop
erty” means any Parcel within the Major Improvement Area against which a Major Improvement Area Assessment is levied. “Major Improvement Area Assessment” means an Assessment
levied against the Major Improvement Area Assessed Property and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on the Major Improvement Area Assessment Roll, su
bject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. “Major Improvement Area Assessment Roll” means
the Assessment Roll for the Major Improvement Area Assessed Property within the District, as updated, modified or amended from time to time in accordance with the procedures set forth herein
and in the PID Act, including any SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 10 Annual Service Plan Updates. The Major Improvement Area Assessment Roll is included in this
Service and Assessment Plan as Exhibit F‐1. “Major Improvement Area Bonds” means those certain “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract
Public Improvement District No. 2 Major Improvement Area Project).” “Major Improvement Area Initial Parcel” means all of the Major Improvement Area Assessed Property against which the entire
Major Improvement Area Assessment is levied as shown on Major Improvement Area Assessment Roll. “Major Improvement Area Projects” means collectively: (1) the pro rata portion of the Major
Improvement costs allocable to the Major Improvement Area; (2) the Annual Collection Costs related to the Major Improvement Area Bonds; and (3) Bond Issuance Costs associated with the
issuance of the Major Improvement Area Bonds. “Major Improvements” means those Authorized Improvements that confer special benefit to all the Assessed Property within the District, and as further
described in Section III.B. and depicted on Exhibit G‐2. “Maximum Assessment” means for each Lot, an Assessment equal to the lesser of (1) the amount calculated pursuant to Section VI.A, or (2) fo
r each Lot Type, the amount shown on Exhibit H. The Maximum Assessment shall be calculated at the time a final plat is recorded. “Non‐Benefitted Property” means Parcels within the boundaries of th
e District that accrue no special benefit from the Authorized Improvements as determined by the City Council. “Notice of Assessment Termination” means a document that shall be recorded in the Offic
ial Public Records of the County the termination of an Assessment, a form of which is attached as Exhibit J. “Owner” means MM Anna 325, LLC and any successors or assigns thereof that intends to de
velop the property in the District for the ultimate purpose of transferring title to such property to end users. “Parcel” or “Parcels” means a specific property within the District identified by e
ither a tax parcel identification number assigned by the Collin Central Appraisal District for real property tax purposes, by legal description, or by lot and block number in a final subdivision pl
at recorded in the Plat or Official Public Records of the County, or by any other means determined by the City. “PID Act” means Chapter 372, Texas Local Government Code, as amended.
“PID Bonds” means any bonds issued by the City in one or more series and secured in whole or in part by Assessments. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 11 “Prepayment” means t
he payment of all or a portion of an Assessment before the due date of the final Annual Installment thereof. Amounts received at the time of a Prepayment which represent a payment of principal, int
erest, or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Annual Installment.
“Prepayment Costs” means interest, including Additional Interest and Annual Collection Costs to the date of Prepayment. “Service and Assessment Plan” means this Sherley Tract Public Improvement Di
strict No. 2 Service and Assessment Plan as updated, amended, or supplemented from time to time. “Service Plan” covers a period of at least five years and defines the annual indebtedness and
projected costs of the Authorized Improvements, more specifically described in Section IV. "TIRZ No. 3" means the Tax Increment Reinvestment Zone Number Three, City of Anna, Texas.
"TIRZ No. 3 Agreement" means the Tax Increment Reinvestment Zone No. 3, effective as of July 27, 2021. "TIRZ No. 3 Annual Credit Amount" is defined in Section V.F, which amount shall not annually
exceed the TIRZ No. 3 Maximum Annual Credit Amount, and which shall be transferred from the TIRZ No. 3 Fund to the applicable pledged revenue fund pursuant to the TIRZ No. 3 Agreement.
“TIRZ No. 3 PID Account” means an account of the TIRZ No. 3 Fund where the TIRZ No. 3 Revenues are deposited. "TIRZ No. 3 Project Plan" means the Tax Increment Reinvestment Zone Number Three, City
of Anna, Texas Project and Financing Plan, dated July 27, 2021. "TIRZ No. 3 Fund" means the tax increment fund created pursuant to the TIRZ No. 3 Ordinance where TIRZ No. 3 Revenues are deposited
annually. “TIRZ No. 3 Maximum Annual Credit Amount” means for each Lot Type in Improvement Area #1, the amount of TIRZ No. 3 Revenues that results in an equivalent tax rate of $0.7786 per $100
of assessed value for such Lot Type taking into consideration the tax rates of all applicable overlapping taxing units at the time PID Bonds are sold for Improvement Area #1, and the
equivalent tax rate of the Improvement Area #1 Annual Installment, based on assumed buildout at the time the City Council approves the Assessment Ordinance levying the Improvement Area
#1 Assessments. The assumed buildout values per projected Lot Type within Improvement Area #1 are shown on Exhibit I. The target tax rate equivalent for Lots within Improvement Area #1 is
$0.7786 per $100 of assessed value. Based on the pricing of the bonds, the tax rate equivalent is approximately $0.6984 per $100 of assessed value which is less than the target tax rate.
SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 12 Therefore, the TIRZ No. 3 Maximum Annual Credit Amount per Unit for Lots within Improvement Area #1 is calculated at $0.00.
"TIRZ No. 3 Ordinance" means Ordinance No. _____‐2021 adopted by the City Council approving the TIRZ No. 3 Project Plan and authorizing the use of TIRZ No. 3 Revenues for project costs under
the Chapter 311, Texas Tax Code as amended, and related to certain public improvements as provided for in the TIRZ No. 3 Project Plan. "TIRZ No. 3 Revenues" mean, for each year, the amounts which
are deposited in the TIRZ No. 3 Fund pursuant to the TIRZ No. 3 Ordinance, TIRZ No. 3 Project Plan, and TIRZ No. 3 Agreement. “Trustee” means the trustee or successor trustee under an Indenture.
SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 13 SECTION II: THE DISTRICT The District includes approximately 289.751 contiguous acres located within the extraterritorial
jurisdiction of the City, the boundaries of which are more particularly described by the legal description on Exhibit L‐1 and depicted on Exhibit A‐1. Development of the District is anticipated
to include approximately 911 Lots developed with single‐family homes. It is anticipated that the District will be annexed into the corporate limits of the City in accordance with Article IX of the
Development Agreement. Improvement Area #1 includes approximately 109.402 contiguous acres located within the extraterritorial jurisdiction of the City, the boundaries of which are more particular
ly described by the legal description on Exhibit L‐2 and depicted on Exhibit A‐2. Development of Improvement Area #1 is anticipated to include approximately 499 Lots developed with single‐family ho
mes (69 single‐family homes that are Lot Type 1, 340 single‐family homes that are Lot Type 2, 18 singlefamily homes that are Lot Type 3, and 72 single‐family homes that are Lot Type 4.)
The Major Improvement Area includes approximately 180.349 contiguous acres located within the extraterritorial jurisdiction of the City, the boundaries of which are more particularly
described by the legal description on Exhibit L‐3 and depicted on Exhibit A‐2. Development of the Major Improvement Area is anticipated to include approximately 412 Lots developed with
single‐family homes. SECTION III: AUTHORIZED IMPROVEMENTS AND BOND ISSUANCE COSTS The City, based on information provided by the Owner and its engineer and reviewed by the City staff and by third
‐party consultants retained by the City, has determined that the Authorized Improvements confer a special benefit on the Assessed Property. Authorized Improvements will be designed and constructed
in accordance with the City’s standards and specifications and will be owned and operated by the City. The budget for the Authorized Improvements is shown on Exhibit B‐1. The allocation of the Aut
horized Improvements is shown on Exhibit B‐2. A. Improvement Area #1 Improvements Water Improvements including trench excavation and embedment, trench safety, PVC piping, manholes, service conn
ections, testing, related earthwork, excavation, erosion control, and all necessary appurtenances required to provide water service to all Lots within Improvement Area #1. SHERLEY TRACT PID N
O. 2 SERVICE AND ASSESSMENT PLAN 14 Sanitary Sewer Improvements including trench excavation and embedment, trench safety, PVC piping, ductile iron encasement, boring, manholes,
service connections, testing, related earthwork, excavation, erosion control and all necessary appurtenances required to provide wastewater service to all Lots within Improvement Area #1.
Storm Drainage Improvements including earthen channels, swales, curb and drop inlets, RCP piping and boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as
all related earthwork, excavation, erosion control and all necessary appurtenances required to provide storm drainage for all Lots within Improvement Area #1. Street
Improvements including subgrade stabilization, concrete and reinforcing steel for roadways, testing, and barrier‐free ramps. All related earthwork, excavation, erosion control, retaining w
alls, intersections, and re‐vegetation of all disturbed areas within the right‐of‐way are included. The street improvements will provide benefit to each Lot within Improvement Area #1.
Soft Costs Costs related to designing, constructing, and installing the Improvement Area #1 Improvements including land planning and design, City fees, engineering, soil testing,
survey, construction management, contingency, District Formation Costs, legal costs, consultants, and costs associated with financing the Improvement Area #1 Improvements.
B. Major Improvements Water Improvements including trench excavation and embedment, trench safety, PVC piping, manholes, service connections, testing, related earthwork, excavation, erosion con
trol and all necessary appurtenances required to provide water service to all Lots within the District. Sanitary Sewer Improvements including trench excavation and embedment, trench safety, P
VC piping, ductile iron encasement, boring, manholes, service connections, testing, related earthwork, excavation, erosion control and all necessary appurtenances required to
provide wastewater service to all Lots within the District. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 15 Storm Drainage Improvements including earthen channels, swales, curb and
drop inlets, RCP piping and boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as all related earthwork, excavation, erosion control and
all necessary appurtenances required to provide storm drainage for all Lots within the District. Street Improvements including subgrade stabilization, concrete and reinforcing
steel for roadways, testing, and barrier‐free ramps. All related earthwork, excavation, erosion control, retaining walls, intersections, and re‐vegetation of all disturbed areas within the
right‐of‐way are included. The street improvements will provide benefit to each Lot within the District. (to be confirmed by the developer) Soft Costs Costs related to designing, constructing,
and installing the Major Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, District Formation Costs, leg
al fees, consultants, and costs associated with financing the Major Improvements. (to be confirmed by the developer) C. Bond Issuance Costs Debt Service Reserve Fund Equals the amount to be dep
osited in a debt service reserve fund under an applicable Indenture in connection with the issuance of PID Bonds. Capitalized Interest Equals the amount required to be deposited for the purpose
of paying capitalized interest under an applicable Indenture in connection with the issuance of PID Bonds. Underwriter’s Discount Equals a percentage of the par amount of a particular series of
PID Bonds related to the costs of underwriting such PID Bonds. Underwriter’s Counsel Equals a percentage of the par amount of a particular series of PID Bonds reserved for the
underwriter’s attorney fees. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 16 Cost of Issuance Includes costs of issuing a particular series of PID Bonds, including but not limited
to issuer fees, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, City costs, fees charged by the Texas Attorney General, and any other
cost or expense directly associated with the issuance of PID Bonds. D. Other Costs Deposit to Administrative Fund Equals the amount necessary to fund the first year’s Annual Collection Costs fo
r a particular series of PID Bonds. SECTION IV: SERVICE PLAN The PID Act requires the Service Plan to cover a period of at least five years. The Service Plan is required to define
the annual projected costs and indebtedness for the Authorized Improvements undertaken within the District during the five‐year period. The Service Plan must be reviewed and updated in ea
ch Annual Service Plan Update. Exhibit C summarizes the initial Service Plan for the District. Exhibit D summarizes the sources and uses of funds required to construct the Authorized
Improvements. The sources and uses of funds shown on Exhibit D shall be updated in the Annual Service Plan Update. SECTION V: ASSESSMENT PLAN The PID Act allows the City Council to apportion the
costs of the Authorized Improvements to the Assessed Property based on the special benefit received from the Authorized Improvements. The PID Act provides that such costs may be apportioned: (1) e
qually per front foot or square foot; (2) according to the value of property as determined by the City, with or without regard to improvements constructed on the property; or (3) in any other manne
r approved by the City that results in imposing equal shares of such costs on property similarly benefited. The PID Act further provides that the governing body may establish by ordinance or order
reasonable classifications and formulas for the apportionment of the cost between the City and the area to be assessed and the methods of assessing the special benefits for various classes of impr
ovements. This section of this Service and Assessment Plan describes the special benefit received by each Parcel within the District as a result of the Authorized Improvements and provides the basi
s and SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 17 justification for the determination that this special benefit equals or exceeds the amount of the Assessments to be levied on the As
sessed Property for such Authorized Improvements. The determination by the City Council of the assessment methodologies set forth below is the result of the discretionary exercise
by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Owner and all future Owners and developers of the Assessed Property.
A. Assessment Methodology The City Council, acting in its legislative capacity based on information provided by the Owner and its engineer and reviewed by the City staff and by third‐party consult
ants retained by the City, has determined that the costs related to the Authorized Improvements shall be allocated as follows: The costs of the Major Improvement Area Projects shall be allocated
100% to the Major Improvement Area Assessed Property based on the ratio of the Estimated Buildout Value of each Lot Type designated within the Major Improvement Area Assessed Property to
the Estimated Buildout Value of all Major Improvement Area Assessed Property. The Major Improvement Area Initial Parcel is the only Parcel within the Major Improvement Area, and as such, the Major
Improvement Area Initial Parcel is allocated 100% of the Major Improvement Area Projects. The costs of the Improvement Area #1 Projects shall be allocated 100% to Improvement
Area #1 Assessed Property based on the ratio of the Estimated Buildout Value of each Lot Type designated as Improvement Area #1 Assessed Property to the Estimated Buildout Value of all Improvement
Area #1 Assessed Property. Currently, the Improvement Area #1 Initial Parcel is the only Parcel within Improvement Area #1, and as such, the Improvement Area #1 Initial Parcel is allocated 100% of
the Improvement Area #1 Projects. B. Assessments The Improvement Area #1 Assessment will be levied on the Improvement Area #1 Initial Parcel in the amount shown on the Improvement Area #1 Asse
ssment Roll, attached hereto as Exhibit E‐1. The projected Improvement Area #1 Annual Installments are shown on Exhibit E‐2. Upon division or subdivision of the Improvement Area #1 Initial Parcel,
the Improvement Area #1 Assessment will be reallocated pursuant to Section VI. The Major Improvement Area Assessment will be levied on the Major Improvement Area Initial Parcel in the amount show
n on the Major Improvement Area Assessment Roll, attached hereto as Exhibit F‐1. The projected Major Improvement Area Annual Installments are shown on Exhibit SHERLEY TRACT PID NO. 2
SERVICE AND ASSESSMENT PLAN 18 F‐2. Upon division or subdivision of the Major Improvement Area Initial Parcel, the Major Improvement Area Assessment will be reallocated pursuant to Section VI.
The Maximum Assessment for each Lot Type within Improvement Area #1 is shown on Exhibit H. In no case will the Assessment for Lots classified as Lot Type 1, Lot Type 2, Lot Type 3, and Lot
Type 4 respectively, exceed the corresponding Maximum Assessment for each Lot classification. C. Findings of Special Benefit The City Council, acting in its legislative capacity based on informati
on provided by the Owner and its engineer and reviewed by the City staff and by third‐party consultants retained by the City, has found and determined: Improvement Area #1 The costs of the Im
provement Area #1 Projects equal $13,536,546 as shown on Exhibit B‐1; The Improvement Area #1 Assessed Property receives special benefit from the Improvement Area #1 Projects equal to or greate
r than the Actual Cost of the Improvement Area #1 Projects; The Improvement Area #1 Initial Parcel will be allocated 100% of the Improvement Area #1 Assessment levied for the Improvement Area #
1 Projects, which equals $13,536,546 as shown on the Improvement Area #1 Assessment Roll attached hereto as Exhibit E‐1; The special benefit ( $13,536,546) received by the Improvement Area #1
Initial Parcel from the Improvement Area #1 Projects is equal to or greater than the amount of the Improvement Area #1 Assessment ($13,536,546) levied on the Improvement Area #1 Initial Parcel for
the Improvement Area #1 Projects; and At the time the City Council approved the Service and Assessment Plan, the Owner owned 100% of the Improvement Area #1 Initial Parcel. The Owner acknowledge
d that the Improvement Area #1 Projects confer a special benefit on the Improvement Area #1 Initial Parcel and consented to the imposition of the Improvement Area #1
Assessment to pay for the Actual Costs associated therewith. The Owner ratified, confirmed, accepted, agreed to, and approved: (1) the determinations and findings by the City Council as to
the special benefits described herein and the applicable Assessment Ordinance; (2) the Service and Assessment Plan and the applicable Assessment Ordinance; and (3) the levying of
the Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcel. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 19 Major Improvement Area The costs of the Major Improvem
ent Area Projects equal $3,069,081, as shown on Exhibit B‐1; The Major Improvement Area Assessed Property receives special benefit from the Major Improvement Area Projects equal to or greater t
han the Actual Cost of the Major Improvement Area Projects; The Major Improvement Area Initial Parcel will be allocated 100% of the Major Improvement Area Assessment levied for the Major Improv
ement Area Projects, which equals $2,896,000 as shown on the Major Improvement Area Assessment Roll attached hereto as Exhibit F‐1; The special benefit ( $3,069,081) received by the Major Impr
ovement Area Initial Parcel from the Major Improvement Area Projects is greater than or equal to the amount of the Major Improvement Area Assessment ($2,896,000) levied on the Major Improvement Ar
ea Initial Parcel for the Major Improvement Area Projects; and At the time the City Council approved the Service and Assessment Plan, the Owner owned 100% of the Major Improvement
Area Initial Parcel. The Owner acknowledged that the Major Improvement Area Projects confer a special benefit on the Major Improvement Area Initial Parcel and consented to the imposition of
the Major Improvement Area Assessments to pay for the Actual Costs associated therewith. The Owner has ratified, confirmed, accepted, agreed to, and approved: (1) the determinations and findings b
y the City Council as to the special benefits described herein and the applicable Assessment Ordinance; (2) the Service and Assessment Plan and the applicable Assessment Ordinance; and (3) the levy
ing of Major Improvement Area Assessment on the Major Improvement Area Initial Parcel. D. Annual Collection Costs The Annual Collection Costs shall be paid for annually by the owner of each Parce
l pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. The Annual Collection Costs shall be collected as part of and in
the same manner as Annual Installments in the amounts shown on the Assessment Roll, which may be revised based on actual costs incurred in Annual Service Plan Updates. SHERLEY TRACT PID NO. 2
SERVICE AND ASSESSMENT PLAN 20 E. Additional Interest The interest rate on Assessments securing PID Bonds may exceed the interest rate on the PID Bonds by the Additional Interest Rate. To the ex
tent required by any Indenture, Additional Interest shall be collected as part of each Annual Installment and shall be deposited pursuant to the applicable Indenture. The interest on the Improvem
ent Area #1 Assessment securing the Improvement Area #1 Reimbursement Obligation shall be collected at rates established under the Improvement Area #1 Reimbursement Agreement as part of the Improve
ment Area #1 Annual Installment pursuant to the Improvement Area #1 Reimbursement Agreement. F. TIRZ No. 3 Annual Credit Amount The City Council, in accordance with the TIRZ No. 3 Agreement, has
agreed to use a portion of TIRZ No. 3 Revenues generated (the “TIRZ No. 3 Annual Credit Amount”) from each Assessed Property to offset a portion of such property’s Improvement Area #1 Assessment, a
s applicable. 1. The Improvement Area #1 Annual Installment for an Assessed Property shall receive a TIRZ No. 3 Annual Credit Amount equal to the TIRZ No. 3 Revenue generated by the Assessed
Property for the previous Tax Year (e.g. TIRZ No. 3 Revenue collected from the Assessed Property for Tax Year 2021 shall be applied as the TIRZ No. 3 Annual Credit Amount applicable
to the Assessed Property’s Improvement Area #1 Annual Installment to be collected in Tax Year 2022), but in no event shall the TIRZ No. 3 Annual Credit Amount exceed the TIRZ No. 3
Maximum Annual Credit Amount shown in Section V.F.2 as calculated on Exhibit I for each Assessed Property. 2. The TIRZ No. 3 Maximum Annual Credit Amount available to reduce the principal and i
nterest of the Improvement Area #1 Annual Installment for an Assessed Property is calculated for each Lot Type, as shown on Exhibit I. The TIRZ No. 3 Maximum Annual Credit Amount is
calculated so that the average Improvement Area #1 Annual Installment minus the TIRZ No. 3 Maximum Annual Credit Amount for each Lot Type does not produce an equivalent tax rate for such Lot Type
which exceeds the competitive, composite equivalent ad valorem tax rate ($3.09 per $100 of assessed value) taking into consideration the 2020 tax rates of all applicable overlapping taxing units an
d the equivalent tax rate of the Improvement Area #1 Annual Installments based on assumed buildout values at the time Assessment Ordinance is approved. The resulting maximum TIRZ No. 3 Annual Credi
t Amount for each Lot Type is shown below: i. Lot Type 1: $0.00 ii. Lot Type 2: $0.00 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 21 iii. Lot Type 3:
$0.00 iv. Lot Type 4: $0.00 The target tax rate equivalent for Lots within Improvement Area #1 is $0.7786 per $100 of assessed value. Based on the pricing of the bonds, the tax rate equival
ent is approximately $0.6984 per $100 of assessed value which is less than the target tax rate. Therefore, the TIRZ No. 3 Maximum Annual Credit Amount per Unit for Lots within Improvement Area #1
is calculated at $0.00. 3. After the TIRZ No. 3 Annual Credit Amount is applied to provide a credit towards the principal and interest portion of the Improvement Area #1 Annual Installment for th
e Assessed Property in Improvement Area #1, any excess TIRZ No. 3 Revenues available from the TIRZ No. 3 PID Account shall be held in a segregated account by the City and shall be used in accordanc
e with the TIRZ No. 3 Final Plan and the TIRZ No. 3 Agreement. SECTION VI: TERMS OF THE ASSESSMENTS A. Reallocation of Assessments 1. Upon Division Prior to Recording of Subdivision Plat
Upon the division of any Assessed Property (without the recording of subdivision plat), the Administrator shall reallocate the Assessment for the Assessed Property prior to the division among the
newly divided Assessed Properties according to the following formula: A = B x (C ÷ D) Where the terms have the following meanings: A = the Assessment for the newly divided Assessed Property
B = the Assessment for the Assessed Property prior to division C = the Estimated Buildout Value of the newly divided Assessed Property D = the sum of the Estimated Buildout Value for all of the ne
wly divided Assessed Properties The calculation of the Assessment of an Assessed Property shall be performed by the Administrator and shall be based on the Estimated Buildout Value of that Assesse
d Property, relying on information from homebuilders, market studies, appraisals, Official Public Records of the County, and any other relevant information regarding the Assessed
Property, as provided by the Owner. The Estimated Buildout Value for Lot Type 1, Lot Type 2, Lot Type 3, and Lot Type 4 are shown on Exhibit H and will not changes in future SHERLEY TRACT PID NO.
2 SERVICE AND ASSESSMENT PLAN 22 Annual Service Plan Updates. The calculation as confirmed by the City Council shall be conclusive. The sum of the Assessments for all newly divided Assessed Pr
operties shall equal the Assessment for the Assessed Property prior to subdivision. The calculation shall be made separately for each newly divided Assessed Property. The reallocation of an Assessm
ent for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the next A
nnual Service Plan Update and approved by the City Council. 2. Upon Subdivision by a Recorded Subdivision Plat Upon the subdivision of any Assessed Property based on a recorded subdivision plat, t
he Administrator shall reallocate the Assessment for the Assessed Property prior to the subdivision among the new subdivided Lots based on Estimated Buildout Value according to the following formu
la: A = [B x (C ÷ D)]/E Where the terms have the following meanings: A = the Assessment for the newly subdivided Lot B = the Assessment for the Parcel prior to subdivision C = the sum of the Est
imated Buildout Value of all newly subdivided Lots with same Lot Type D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots excluding Non‐Benefitted Property
E= the number of newly subdivided Lots with same Lot Type Prior to the recording of a subdivision plat, the Owner shall provide the City an Estimated Buildout Value for each Lot to be create after
recording the subdivision plat as of the date of the subdivision plat is anticipated to be recorded. The calculation of the Assessment for a Lot shall be performed by the Administrator and confir
med by the City Council based on Estimated Buildout Value information provided by the Owner, homebuilders, third party consultants, and/or the Official Public Records of the County regarding the Lo
t. The Estimated Buildout Value for Lot Type 1, Lot Type 2, Lot Type 3, and Lot Type 4 are shown on Exhibit H and will not changes in future Annual Service Plan Updates. The sum of the Assessments
for all newly subdivided Lots shall not exceed the Assessment for the portion of the Assessed Property subdivided prior to subdivision. The calculation shall be made separately for each newly subd
ivided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
23 exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the next Annual Service Plan Update and approved by the City Council.
3. Upon Consolidation If two or more Lots or Parcels are consolidated into a single Parcel or Lot, the Administrator shall allocate the Assessments against the Lots or Parcels befo
re the consolidation to the consolidated Lot or Parcel, which allocation shall be reflected in the next Annual Service Plan Update and approved by the City Council. The Assessment for
any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type and compliance may require a mandatory Prepayment of Assessments pursuant to Section VI.C. B.
Mandatory Prepayment of Assessments If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment of the Assessment under applicable law, or the owner causes a Lo
t, Parcel or portion thereof to become Non‐Benefitted Property, the owner of such Lot, Parcel or portion there of shall pay to the City the full amount of the Assessment, plus all Prepayment Costs
and Delinquent Collection Costs for such Assessed Property, prior to any such conveyance or act. Following payment of the foregoing costs in full, the City shall provide the owner with a recordable
“Notice of PID Assessment Termination,” a form of which is attached hereto as Exhibit J. C. True‐Up of Assessments if Maximum Assessment Exceeded at Plat Prior to the City approving a final subdi
vision plat, the Administrator will certify that such plat will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If the Administrator determines that the resu
lting Assessment per Lot for any Lot Type will exceed the Maximum Assessment for that Lot Type, then (1) the Assessment applicable to each Lot Type shall each be reduced to the Maximum Assessment,
and (2) the person or entity filing the plat shall pay to the City the amount the Assessment was reduced, plus Prepayment Costs and Delinquent Collection Costs, if any, prior to the City approving
the final plat. The City’s approval of a plat without payment of such amounts does not eliminate the obligation of the person or entity filing the plat to pay such amounts. D. Reduction of Assessm
ents If as a result of cost savings or the failure to construct all or a portion of an Authorized Improvement, the Actual Costs of completed Authorized Improvements are less than the
Assessments, (i) in the event PID Bonds are not issued, the City Council shall reduce each Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all
SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 24 Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that PID Bonds are issued, the Trustee shall ap
ply amounts on deposit in the applicable account of the Project Fund, relating to the PID Bonds, that are not expected to be used for purposes of the Project Fund to redeem outstanding PID Bonds, u
nless otherwise directed by the applicable Indenture, and the TIRZ No. 3 Annual Credit Amount will be reduced in the same proportion as the Assessments. Excess PID Bond proceeds shall be applied to
redeem outstanding PID Bonds. The Assessments shall not, however, be reduced to an amount less than the amount required to pay all debt service requirements on all outstanding PID Bonds.
The Administrator shall update (and submit to the City Council for review and approval as part of the next Annual Service Plan Update) the Assessment Roll and corresponding Annual Installments
to reflect the reduced Assessments. E. Prepayment of Assessments The owner of any Assessed Property may pay, at any time, all or any part of an Assessment in accordance with the PID Act. Prepayme
nt Costs, if any, may be paid from a reserve established under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service Plan Update has been approved by City Counc
il prior to the Prepayment, the Annual Installment shall be due and payable and shall be credited against the Prepayment. If an Assessment on as Assessed Property is prepaid in full, with Prepaymen
t Costs, (1) the Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the
revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; (3) the obligation to pay the Assessment
and corresponding Annual Installments shall terminate with respect to said Assessed Property; and (4) the City shall provide the owner with a recordable "Notice of PID Assessment Termination.”
If an Assessment on an Assessed Property is prepaid in part, with Prepayment Costs: (1) the Administrator shall cause the Assessment to be reduced on said Assessed Property and the
Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit to the City Council for review and approval as part of the next Annual Service
Plan Update; and (3) the obligation to pay the Assessment will be reduced to the extent of the Prepayment made. For purposes of Prepayments, the Improvement Area #1 Reimbursement Obligation is and
will remain subordinated to (i) the Improvement Area #1 Bonds and (ii) any additional PID Bonds secured by a parity lien on the Improvement Area #1 Assessments issued to refinance all or a
portion of the Improvement Area #1 Reimbursement Obligation. For purposes of Prepayments, SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 25 additional PID Bonds issued
to refinance all or a portion of the Improvement Area #1 Reimbursement Obligation will be on parity with the Improvement Area #1 Bonds. F. Payment of Assessment in Annual Installments
Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit E‐2 shows the estimated Improvement Area #1 Annual Installments, and Exhibit F‐2 shows the
estimated Major Improvement Area Annual Installments. Annual Installments are subject to adjustment in each Annual Service Plan Update. Prior to the recording of a final subdivision plat, if any P
arcel shown on the Assessment Roll is assigned multiple tax parcel identification numbers for billing and collection purposes, the Annual Installment shall be allocated pro rata based on the acreag
e of the property not including any Non‐Benefitted Property or non‐assessed property, as shown by the Collin Central Appraisal District for each tax parcel identification number.
The Administrator shall prepare and submit to the City Council for its review and approval an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each
Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the
owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be
reduced by any credits applied under an applicable Indenture, such as capitalized interest, interest earnings on account balances, and any other funds available to the Trustee for such
purposes. Annual Installments shall be collected by the City in the same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and
foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad valorem taxes due and owing to the City. The City Council may provide for other means of
collecting Annual Installments. Assessments shall have the lien priority specified in the PID Act. Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien
for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of
the remaining unpaid Annual Installments as they become due and payable. The City reserves the right to refund PID Bonds in accordance with applicable law, including the PID Act. In the event of
a refunding, the Administrator shall recalculate the Annual Installments so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding bonds shall constitute “P
ID Bonds.” SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 26 Each Annual Installment of an Assessment, including interest on the unpaid principal of the Assessment, shall be updated annual
ly. Each Annual Installment shall be due when billed and shall be delinquent if not paid prior to February 1 of the following year. The initial Annual Installments shall be due when billed and sha
ll be delinquent if not paid prior to February 1, 2022. Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment on the property tax bill shall not relieve said o
wner of the responsibility for payment of the Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur Delinquent Collection Costs. The City may provide fo
r other means of collecting the Annual Installments to the extent permitted by the PID Act, or other applicable law. G. Allocating Improvement Area #1 Annual Installments Any amounts collected fro
m the Improvement Area #1 Annual Installments paid by the owner of Improvement Area #1 Assessed Property shall be allocated, first on a pro rata basis to amounts due for the Improvement Area #1 Bon
ds including any amounts due for Additional Interest and Annual Collection Costs, and second to amounts due the Improvement Area #1 Reimbursement Obligation. For example, if the owner of a Parcel
owes an Improvement Area #1 Annual Installment of $1,000, of which $500 is due for the Improvement Area #1 Bonds and $500 is due for the Improvement Area #1 Reimbursement Obligation, then:
If a partial Annual Installment of $250 is made, $250 shall be credited to the payment of Improvement Area #1 Bonds and $0 shall be credited to the Improvement Area #1 Reimbursement Obligation.
If a partial Annual Installment of $500 is made, $500 shall be credited to the payment of Improvement Area #1 Bonds and $0 shall be credited to the Improvement Area #1 Reimbursement Obligation.
If a partial Annual Installment of $750 is made, $500 shall be credited to the payment of Improvement Area #1 Bonds, and $250 shall be credited to the Improvement Area #1 Reimbursement Obligatio
n. With regard to the payment of Annual Installments, the Improvement Area #1 Reimbursement Obligation will remain subordinated to (i) the Improvement Area #1 Bonds and (ii) any additional
PID Bonds secured by a parity lien on the Improvement Area #1 Assessments issued to refinance all or a portion of the Improvement Area #1 Reimbursement Obligation. With regard to the
payment of Annual Installments, additional PID Bonds issued to refinance all or a portion of the Improvement Area #1 Reimbursement Obligation will be on parity with the Improvement Area
#1 Bonds. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 27 H. Prepayment as a Result of an Eminent Domain Proceeding or Taking Subject to applicable law, if any portion of any Parcel of
Assessed Property is taken from an owner as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed Property is made to an entity with the authority to con
demn all or a portion of the Assessed Property in lieu of or as a part of an eminent domain proceeding (a “Taking”), the portion of the Assessed Property that was taken or transferred (the “Taken P
roperty”) shall be reclassified as Non‐Benefitted Property. For the Assessed Property that is subject to the Taking as described in the preceding paragraph, the Assessment that was levied against
the Assessed Property (when it was included in the Taken Property) prior to the Taking shall remain in force against the remaining Assessed Property (the Assessed Property less
the Taken Property) (the “Remaining Property”), following the reclassification of the Taken Property as Non‐Benefitted Property, subject to an adjustment of the Assessment applicable to the
Remaining Property after any required Prepayment as set forth below. The owner of the Remaining Property will remain liable to pay in Annual Installments, or payable as otherwise provided by this
Service and Assessment Plan, as updated, or the PID Act, the Assessment that remains due on the Remaining Property, subject to an adjustment in the Assessment applicable to the Remaining Property a
fter any required Prepayment as set forth below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining Property exceeds the applicable Maximum Assessment, the owner of
the Remaining Property will be required to make a Prepayment in an amount necessary to ensure that the Assessment against the Remaining Property does not exceed such Maximum Assessment, in which ca
se the Assessment applicable to the Remaining Property will be reduced by the amount of the partial Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment
made in an agreed sale in lieu of condemnation), such amount shall be credited against the amount of prepayment, with any remainder credited against the assessment on the Remainder
Property. In all instances the Assessment remaining on the Remaining Property shall not exceed the applicable Maximum Assessment. By way of illustration, if an owner owns 100 acres of Assessed
Property subject to a $100 Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be reclassified as Non‐Benefitted Property and the remaining 90 acres of Remaining
Property shall be subject to the $100 Assessment (provided that this $100 Assessment does not exceed the Maximum Assessment on the Remaining Property). If the Administrator determines that the
$100 Assessment reallocated to the Remaining Property would exceed the Maximum Assessment, as applicable, on the Remaining Property by $10, then the owner shall be required
SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 28 to pay $10 as a Prepayment of the Assessment against the Remaining Property and the Assessment on the Remaining Property shall be adjusted
to be $90. Notwithstanding the previous paragraphs in this subsection, if the owner of the Taken Property notifies the City and the Administrator that the Taking prevents the Remaining Property f
rom being developed for any use which could support the Estimated Buildout Value requirement, the owner shall, upon receipt of the compensation for the Taken Property, be required to prepay the
amount of the Assessment required to buy down the outstanding Assessment to the applicable Maximum Assessment on the Remaining Property to support the Estimated Buildout Value requirement. Said ow
ner will remain liable to pay the Annual Installments on both the Taken Property and the Remaining Property until such time that such Assessment has been prepaid in full. Notwithstanding the previ
ous paragraphs in this subsection, the Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds.
SECTION VII: ASSESSMENT ROLL The Improvement Area #1 Assessment Roll is attached as Exhibit E‐1. The Administrator shall prepare and submit to the City Council for review and approval proposed rev
isions to the Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each Parcel as part of each Annual Service Plan Update. The Major Improvement Area Assessment Roll
is attached as Exhibit F‐1. The Administrator shall prepare and submit to the City Council for review and approval proposed revisions to the Major Improvement Area Assessment Roll and Major Improv
ement Area Annual Installments for each Parcel as part of each Annual Service Plan Update. SECTION VIII: ADDITIONAL PROVISIONS A. Calculation Errors If the owner of a Parcel claims that an error
has been made in any calculation required by this Service and Assessment Plan, including, but not limited to, any calculation made as part of any Annual Service Plan Update, said owner’s sole and e
xclusive remedy shall be to submit a written notice of error to the Administrator by December 1st of the year following City Council’s approval of the calculation. Otherwise, said owner shall be de
emed to have unconditionally approved and accepted the calculation. The Administrator shall provide a written response to the City Council and the owner not later than 30 days of such receipt of a
written notice of error by the SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 29 Administrator. The City Council shall consider the owner’s notice of error and the Administrator’s
response at a public meeting, and not later than 30 days after closing such meeting, the City Council shall make a final determination as to whether an error has been made. If the City Council
determines that an error has been made, the City Council take such corrective action as is authorized by the PID Act, this Service and Assessment Plan, the applicable Assessment
Ordinance, the applicable Indenture, or as otherwise authorized by the discretionary power of the City Council. The determination by the City Council as to whether an error has been made,
and any corrective action taken by the City Council, shall be final and binding on the owner and the Administrator. B. Amendments Amendments to this Service and Assessment
Plan must be made by the City Council in accordance with the PID Act. To the extent permitted by the PID Act, this Service and Assessment Plan may be amended without notice to owners of t
he Assessed Property: (1) to correct mistakes and clerical errors; (2) to clarify ambiguities; and (3) to provide procedures to collect Assessments, Annual Installments, and other char
ges imposed by this Service and Assessment Plan. C. Administration and Interpretation The Administrator shall: (1) perform the obligations of the Administrator as set forth in this
Service and Assessment Plan; (2) administer the District for and on behalf of and at the direction of the City Council; and (3) interpret the provisions of this Service and Assessment Plan.
Interpretations of this Service and Assessment Plan by the Administrator shall be in writing and shall be appealable to the City Council by owners of Assessed Property adversely affected by the
interpretation. Appeals shall be decided by the City Council after holding a public meeting at which all interested parties have an opportunity to be heard. Decisions by the City Council shall
be final and binding on the owners of Assessed Property and developers and their successors and assigns. D. Severability If any provision of this Service and Assessment Plan is determined by a go
vernmental agency or court to be unenforceable, the unenforceable provision shall be deleted and, to the maximum extent possible, shall be rewritten to be enforceable. Every effort shall be made t
o enforce the remaining provisions. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 30 EXHIBITS The following Exhibits are attached to and made a part of this Service and Assessment
Plan for all purposes: Exhibit A‐1 Map of the District Exhibit A‐2 Map of Improvement Area #1 and the Major Improvement Area Exhibit B Project Costs Exhibit C Service Plan
Exhibit D Sources and Uses of Funds Exhibit E‐1 Improvement Area #1 Assessment Roll Exhibit E‐2 Improvement Area #1 Annual Installments Exhibit F‐1 Major Improvement Area Assessment Roll
Exhibit F‐2 Major Improvement Area Annual Installments Exhibit G‐1 Maps of Improvement Area #1 Improvements Exhibit G‐2 Maps of Major Improvements Exhibit H Maximum Assessment and Tax Rate E
quivalent Exhibit I TIRZ No. 3 Annual Credit Amount by Lot Type Exhibit J Form of Notice of PID Assessment Termination Exhibit K‐1 Debt Service Schedules for Improvement Area #1 Bonds
Exhibit K‐2 Debt Service Schedule for Major Improvement Area Bonds Exhibit L‐1 District Legal Description Exhibit L‐2 Improvement Area #1 Legal Description Exhibit L‐3 Major Improvement Area
Legal Description SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 31 APPENDICES The following Appendices are attached to and made a part of this Service and Assessment Plan
for all purposes: Appendix A Engineer’s Report SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 32 EXHIBIT A‐1 – MAP OF THE DISTRICT SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT P
LAN 33 EXHIBIT A‐2 – MAP OF IMPROVEMENT AREA #1 AND THE MAJOR IMPROVEMENT AREA SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 34 EXHIBIT B – PROJECT COSTS % Cost % Cost
Improvement Area #1 Improvements Water 1,130,975 $ $ 100.00% 1,130,975 $ 0.00% $ Sanitary Sewer 1,515,886 100.00%
1,515,886 0.00% Storm Drainage 928,453 100.00% 928,453 0.00% Street 4,120,809
100.00% 4,120,809 0.00% Soft Costs2 1,431,205 100.00% 1,431,205 0.00% Contingency 188,896
100.00% 188,896 0.00% 9,316,223$ $ 9,316,223 $ $ Major Improvements1 Water 621,765 $
$ 50.96% 316,872 $ 49.04% 304,893 $ Sanitary Sewer 281,025 50.96% 143,220 49.04% 137,805 Storm Drainage
653,700 50.96% 333,147 49.04% 320,553 Street 1,673,701 50.96% 852,974 49.04% 820,727
Soft Costs2 1,264,720 50.96% 644,544 49.04% 620,176 Contingency 113,172 50.96% 57,676 49.04%
55,496 4,608,083$ $ 2,348,433 $ 2,259,650 $ Private Costs Earthwork 586,134 $ 586,134 $ 0.00% $ 0.00% $
Retaining Walls 803,340 803,340 0.00% 0.00% Screen Walls and Entry Monument 486,550 486,550 0.00%
0.00% Landscaping and Irrigation 807,180 807,180 0.00% 0.00% Miscellaneous2 281,895
281,895 0.00% 0.00% 2,965,099$ 2,965,099 $ $ $ Bond Issuance Costs Debt Service Reserve Fund
773,690 $ $ 575,460 $ 198,230 $ Capitalized Interest 705,464 409,547 295,917 Underwriter's Discount
245,920 188,000 57,920 Underwriter's Counsel 122,960 94,000 28,960 Cost of Issuance
763,286 569,883 193,404 2,611,321$ $ 1,836,890 $ 774,431 $ Other Costs Deposit to Administrative Fund
70,000 $ $ 35,000 $ 35,000 $ 70,000$ $ 35,000 $ 35,000 $ Total 19,570,726 $ 2,965,099
$ 13,536,546 $ 3,069,081 $ Notes: 2 Miscellaneous costs include entitlements, development agreement, district creation, engineering & surveying, SWPPP, preliminary platting fee,
final platting fee, maintenance bond, engineering review fee, inspection fee, and geotechnical testing. Improvement Area #1 Projects Major Improvement Area ProjectsTotal Costs Private Costs
1 The Major Improvements are allocated between Improvement Area #1 and the Major Improvement Area based on the ratio of Estimated Buildout Value of each area to the Estimated Buildout Value of the
District. The Estimated Buildout Value of Improvement Area #1 is $131,748,000, the Estimated Buildout Value of the District is $258,515,250, so Improvement Area #1 is allocated 50.96% of the Major
Improvements (131,748,000/258,515,250 = 50.96%). The Estimated Buildout Value of the Major Improvement Area is $126,767,250, the Estimated Buildout Value of the District is $258,515,250, so the Maj
or Improvement Area is allocated 49.04% of the Major Improvements (126,767,250/258,515,250 = 49.04%). SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 35 EXHIBIT C – SERVICE PLAN
Installment Due1/31/20221/31/20231/31/20241/31/20251/31/2026 Improvement Area #1 Bonds Principal$ 179,000 $ 185,000 $ 191,000 $ 197,000 $
Interest409,547 379,015 373,198 367,185 360,978 Capitalized Interest(409,547) ‐ ‐ ‐
Additional Interest47,000 47,000 46,105 45,180 44,225 (1)47,000 $ 605,015 $ 604,303 $ 603,365
$ 602,203 $ Improvement Area #1 Reimbursement Obligation Principal$ 57 $ 61 $ 65 $ 7,537 $
Interest 279,767 279,763 279,759 272,288 (2)$ 279,824 $ 279,824 $ 279,824 $ 279,824 $
Annual Collection Costs(3)35,000 $ 35,700 $ 36,414 $ 37,142 $ 37,885 $ Total Improvement Area #1 Annual Installment(4) = (1) + (2) + (3)82,000
$ 920,539 $ 920,541 $ 920,332 $ 919,912 $ Installment Due1/31/20221/31/20231/31/20241/31/20251/31/2026 Principal$ $ 56,000
$ 58,000 $ 61,000 $ Interest153,687 142,230 142,230 139,710 137,100 Capitalized Interest(153,687) (142,230)
‐ ‐ (1)$ $ 198,230 $ 197,710 $ 198,100 $ Additional Interest(2)14,480
$ 14,480 $ 14,480 $ 14,200 $ 13,910 $ Annual Collection Costs(3)35,000 $ 35,700 $ 36,414 $ 37,142 $ 37,885
$ Total Major Improvement Area Annual Installment(4) = (1) + (2) + (3)49,480 $ 50,180 $ 249,124 $ 249,052 $ 249,895 $ Major Improvement Area
Improvement Area #1 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 36 EXHIBIT D – SOURCES AND USES OF FUNDS Improvement Area #1 Major Improvement Area Improvement Area #1 Bond
9,400,000 $ $ Improvement Area #1 Bond Original Issue Discount (20,470)
Major Improvement Area Bond 2,896,000 Improvement Area #1 Reimbursement Obligation 4,157,016
Owner Contribution1 173,081 Developer Contribution ‐ Priva
te Costs2 1,511,113 1,453,985 Total Sources 15,047,659 $ 4,523,067 $
Improvement Area #1 Improvements 9,316,223 $ $ Major Improvements 2,348,433 2,259,650
Private Costs3 1,511,113 1,453,985 13,175,770$ 3,713,636 $
District Formation and Bond Issuance Costs Debt Service Reserve Fund 575,460 $ 198,230 $ Capitalized Interest
409,547 295,917 Underwriter's Discount 188,000 57,920
Underwriter's Counsel 94,000 28,960 Costs of Issuance 569,883 193,404
1,836,890$ 774,431 $ Deposit to Administrative Fund 35,000 $ 35,000 $
Total Uses 15,047,659 $ 4,523,067 $ Notes: 2 Not PID eligible. To be privately funded by Owner. 3 Allocated between Improvement Area
#1 and the Major Improvement Area based on Estimated Buildout Value. Sources of Funds Uses of Funds 1 Not to be reimbursed to the Owner through proceeds from the Assessments. To be funded privately.
SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 37 EXHIBIT E‐1 – IMPROVEMENT AREA #1 ASSESSMENT ROLL Property ID1Lot Type Improvement Area #1 Bonds Improvement Area #1
Reimbursement Obligation Annual Installment Due 1/31/2022 1007216, 2797551, 2797548, and 2138032Improvement Area #1 Initial Parcel9,400,000.00 $ 4,157,015.95
$ 82,000.00 $ 9,400,000.00 $ 4,157,015.95 $ 82,000.00 $
Notes: 1 The Improvement Area #1 Initial Parcel consists of property tax IDs 1007216, 2797551, 2797548, and 2138032. The Annual Installment Due 1/31/2022 will be allocated between the tax Parcels w
ithin the Improvement Area #1 Initial Parcel based on acreage. Total Outstanding Assessment SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 38 EXHIBIT E‐2 – IMPROVEMENT AREA #1 ANNUAL INSTALLM
ENTS Installment Due 1/31PrincipalInterest1Additional InterestCapitalized Interest Debt Service Reserve ReleasePrincipalInterest2Annual Collection Costs Total Installment Due 2022$
409,547 $ 47,000 $ (409,547) $ $ $ $ 35,000 $ 82,000
$ 2023179,000 $ 379,015 $ 47,000 $ $ $ 57 $ 279,767 $
35,700 $ 920,539 $ 2024185,000 $ 373,198 $ 46,105 $ $ $ 61 $
279,763 $ 36,414 $ 920,541 $ 2025191,000 $ 367,185 $ 45,180 $ $ $
65 $ 279,759 $ 37,142 $ 920,332 $ 2026197,000 $ 360,978 $ 44,225
$ $ $ 7,537 $ 272,288 $ 37,885 $ 919,912 $
2027204,000 $ 354,575 $ 43,240 $ $ $ 93,106 $ 186,718 $ 38,643
$ 920,282 $ 2028212,000 $ 346,925 $ 42,220 $ $ $ 97,296 $ 182,5
29 $ 39,416 $ 920,385 $ 2029220,000 $ 338,975 $ 41,160 $ $ $ 101,6
74 $ 178,150 $ 40,204 $ 920,163 $ 2030228,000 $ 330,725 $ 40,060 $ $
$ 106,250 $ 173,575 $ 41,008 $ 919,618 $ 2031237,000 $ 322,175
$ 38,920 $ $ $ 111,031 $ 168,794 $ 41,828 $ 919,748
$ 2032247,000 $ 313,288 $ 37,735 $ $ $ 116,027 $ 163,797 $
42,665 $ 920,512 $ 2033257,000 $ 303,408 $ 36,500 $ $ $ 121,248 $
158,576 $ 43,518 $ 920,250 $ 2034268,000 $ 293,128 $ 35,215 $ $ $
126,705 $ 153,120 $ 44,388 $ 920,555 $ 2035279,000 $ 282,408 $ 33,875 $ $
$ 132,406 $ 147,418 $ 45,276 $ 920,383 $ 2036290,000 $ 271,248
$ 32,480 $ $ $ 138,365 $ 141,460 $ 46,182 $ 919,734
$ 2037302,000 $ 259,648 $ 31,030 $ $ $ 144,591 $ 135,233 $
47,105 $ 919,607 $ 2038315,000 $ 247,568 $ 29,520 $ $ $ 151,098 $
128,727 $ 48,047 $ 919,959 $ 2039328,000 $ 234,968 $ 27,945 $ $ $
157,897 $ 121,927 $ 49,008 $ 919,745 $ 2040342,000 $ 221,848 $ 26,305 $ $
$ 165,002 $ 114,822 $ 49,989 $ 919,966 $ 2041356,000 $ 208,168
$ 24,595 $ $ $ 172,427 $ 107,397 $ 50,988 $ 919,575
$ 2042372,000 $ 193,928 $ 22,815 $ $ $ 180,187 $ 99,638 $
52,008 $ 920,575 $ 2043388,000 $ 178,118 $ 20,955 $ $ $ 188,295 $
91,529 $ 53,048 $ 919,945 $ 2044405,000 $ 161,628 $ 19,015 $ $ $
196,768 $ 83,056 $ 54,109 $ 919,576 $ 2045424,000 $ 144,415 $ 16,990 $ $
$ 205,623 $ 74,201 $ 55,191 $ 920,421 $ 2046443,000 $ 126,395
$ 14,870 $ $ $ 214,876 $ 64,948 $ 56,295 $ 920,385
$ 2047463,000 $ 107,568 $ 12,655 $ $ $ 224,545 $ 55,279 $
57,421 $ 920,468 $ 2048483,000 $ 87,890 $ 10,340 $ $ $ 234,650 $
45,174 $ 58,570 $ 919,624 $ 2049505,000 $ 67,363 $ 7,925 $ $ $
245,209 $ 34,615 $ 59,741 $ 919,853 $ 2050528,000 $ 45,900 $ 5,400 $ $
$ 256,244 $ 23,581 $ 60,936 $ 920,060 $ 2051552,000
$ 23,460 $ 2,760 $ $ (575,460) $ 267,775 $ 12,050 $ 62,155 $ 3
44,739 $ Total9,400,000 $ 7,355,634 $ 884,035 $ (409,547) $ (575,460) $ 4,157,016 $ 3,957,893 $ 1,4
19,883 $ 26,189,454 $ Note: The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Collection Costs, reserve fund requir
ements, interest earnings, or other available offsets could increase or decrease the amounts shown. Improvement Area #1 BondsImprovement Area #1 Reimbursement Obligation ² Interest on the Improvemen
t Area #1 Reimbursement Obligation is calculated at a 6.730% interest rate from 9/15/2022 to 8/16/2026, and 4.500% thereafter. ¹ Interest on the Improvement Area #1 Bonds is calculated at 3.250%, 3.7
50%, 4.000%, and 4.250% rate for term bonds due 2026, 2031, 2041, and 2051 respectively. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 39 EXHIBIT F‐1 – MAJOR IMPROVEMENT AREA ASSESSMENT ROLL
Property ID1Lot Type Outstanding AssessmentAnnual Installment Due 1/31/2022 1007216, 2797551, 2797552, 2797418, 2797548, 2138032 Major Improvement Area Initial Parcel2,896,000.00
$ 49,480.00 $ 2,896,000.00 $ 49,480.00 $
Notes: Total 1 The Major Improvement Area Initial Parcel consists of property tax IDs 1007216, 2797551, 2797552, 2797418, 2797548, and 2138032. The Annual Installment Due
1/31/2022 will be allocated between the tax Parcels within the Major Improvement Area Initial Parcel based on acreage. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 40 EXHIBIT F‐2 – MAJOR I
MPROVEMENT AREA ANNUAL INSTALLMENTS Installment Due 1/31PrincipalInterest1Additional InterestCapitalized InterestDebt Service Reserve Release Annual Collection Costs Total Installment
Due 2022$ 153,687 $ 14,480 $ (153,687) $ $ 35,000 $ 49,480
$ 2023$ 142,230 $ 14,480 $ (142,230) $ $ 35,700 $ 50,18
0 $ 202456,000 $ 142,230 $ 14,480 $ $ $ 36,414 $ 249,
124 $ 202558,000 $ 139,710 $ 14,200 $ $ $ 37,142 $ 249,
052 $ 202661,000 $ 137,100 $ 13,910 $ $ $ 37,885 $ 249,
895 $ 202763,000 $ 134,355 $ 13,605 $ $ $ 38,643 $ 249,
603 $ 202865,000 $ 131,520 $ 13,290 $ $ $ 39,416 $ 249,
226 $ 202968,000 $ 128,595 $ 12,965 $ $ $ 40,204 $ 249,
764 $ 203070,000 $ 125,535 $ 12,625 $ $ $ 41,008 $ 249,
168 $ 203173,000 $ 122,385 $ 12,275 $ $ $ 41,828 $ 249,
488 $ 203276,000 $ 119,100 $ 11,910 $ $ $ 42,665 $ 249,
675 $ 203379,000 $ 115,300 $ 11,530 $ $ $ 43,518 $ 249,
348 $ 203483,000 $ 111,350 $ 11,135 $ $ $ 44,388 $ 249,
873 $ 203586,000 $ 107,200 $ 10,720 $ $ $ 45,276 $ 249,
196 $ 203690,000 $ 102,900 $ 10,290 $ $ $ 46,182 $ 249,
372 $ 203794,000 $ 98,400 $ 9,840 $ $ $ 47,105 $ 2
49,345 $ 203898,000 $ 93,700 $ 9,370 $ $ $ 48,047 $
249,117 $ 2039103,000 $ 88,800 $ 8,880 $ $ $ 49,008
$ 249,688 $ 2040107,000 $ 83,650 $ 8,365 $ $ $ 49,9
89 $ 249,004 $ 2041112,000 $ 78,300 $ 7,830 $ $ $ 50
,988 $ 249,118 $ 2042117,000 $ 72,700 $ 7,270 $ $ $
52,008 $ 248,978 $ 2043123,000 $ 66,850 $ 6,685 $ $ $
53,048 $ 249,583 $ 2044129,000 $ 60,700 $ 6,070 $ $ $
54,109 $ 249,879 $ 2045135,000 $ 54,250 $ 5,425 $ $ $
55,191 $ 249,866 $ 2046141,000 $ 47,500 $ 4,750 $ $ $
56,295 $ 249,545 $ 2047147,000 $ 40,450 $ 4,045 $ $ $
57,421 $ 248,916 $ 2048154,000 $ 33,100 $ 3,310 $ $ $
58,570 $ 248,980 $ 2049162,000 $ 25,400 $ 2,540 $ $ $
59,741 $ 249,681 $ 2050169,000 $ 17,300 $ 1,730 $ $ $
60,936 $ 248,966 $ 2051177,000 $ 8,850 $ 885 $ $ (198,23
0) $ 62,155 $ 50,660 $ Total2,896,000 $ 2,783,147 $ 278,890 $ (295,917) $ (198,230)
$ 1,419,883 $ 6,883,773 $ Note: The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Collection Co
sts, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. ¹ Interest is calculated at a 4.500% rate for term bonds due 2031, and at
a 5.000% rate for term bonds due 2051. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 41 EXHIBIT G‐1 – MAPS OF IMPROVEMENT AREA #1 IMPROVEMENTS SHERLEY TRACT PID NO. 2 SERVICE AND ASSESS
MENT PLAN 42 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 43 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 44 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 45
EXHIBIT G‐2 – MAPS OF MAJOR IMPROVEMENTS SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 46 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 47 SHERLEY TRACT PID NO. 2
SERVICE AND ASSESSMENT PLAN 48 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 49 EXHIBIT H – MAXIMUM ASSESSMENT AND TAX RATE EQUIVALENT Lot TypeUnits1 Estimated Buildout Value
Per Unit1 Total Estimated Buildout ValueAssessment Maximum Assessment Per Unit Average Annual Installment Average Annual Installment Per Unit PID TRE Improvement Area #1 Lot Type 169240,000
$ 16,560,000 $ 1,704,042 $ 24,696 $ 115,651 $ 1,676 $ 0.6984 $ Lot Type 2340273,750 93,075,000 9,577,521
28,169 650,014 1,912 0.6984 Lot Type 318328,500 5,913,000 608,454 33,803 41,295 2,294
0.6984 Lot Type 472225,000 16,200,000 1,666,998 23,153 113,137 1,571 0.6984 Improvement Area #1 To
tal499131,748,000 $ 13,557,016 $ 920,097 $ 0.6984 $ Major Improvement Area Total412126,767,250 $ 2,896,000 $ 249,387 $ 0.1967 $ Total911258,515,250 $ 16,453,016
$ 1,169,484 $ Notes: 1 Source: Owner SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 50 EXHIBIT I – TIRZ NO. 3 ANNUAL CREDIT AMOUNT BY LOT TYPE Lot Type Estimated Buildout Value
per Unit Assessment per Unit Average Annual Installment per Unit Equivalent PID Tax Rate Equivalent Total Tax Rate1 TIRZ No. 3 Maximum Annual Credit Amount per Unit Net Annual
Installment per Unit Net Equivalent PID Tax Rate Net Equivalent Total Tax Rate Improvement Area #1 Lot Type 1 (40')240,000 $ 24,696 $ 1,676 $ 0.6984
$ 3.0097 $ $ 1,676 $ 0.6984 $ 3.0097 $ Lot Type 2 (50')273,750 $ 28,169 $ 1,912 $ 0.69
84 $ 3.0097 $ $ 1,912 $ 0.6984 $ 3.0097 $ Lot Type 3 (60')328,500 $ 33,803 $ 2,294 $ 0.
6984 $ 3.0097 $ $ 2,294 $ 0.6984 $ 3.0097 $ Lot Type 4 (Townhomes)225,000 $ 23,153 $ 1,571
$ 0.6984 $ 3.0097 $ $ 1,571 $ 0.6984 $ 3.0097 $ Notes: 1 Including the following taxing jurisdictions: The
City of Anna ($0.5830); Collin County ($0.1725); CCC College ($.0812); and Anna ISD ($1.4746). 2 The target tax rate equivalent for Lots within Improvement Area #1 is $0.7786 per $100 of assessed va
lue. Based on the preliminary pricing of the bonds, the tax rate equivalent is approximately $0.6984 per $100 of assessed value which is less than the target tax rate. Therefore, the TIRZ No. 3 Maxi
mum Annual Credit Amount per Unit for Lots within Improvement Area #1 is calculated at $0.00. SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 51 EXHIBIT J – FORM OF NOTICE OF PID ASSESSMEN
T TERMINATION P3Works, LLC 9284 Huntington Square, Suite 100 North Richland Hills, TX 76182 ______________________________________________________________________________ [Date] Collin
County Clerk’s Office Honorable [County Clerk] Collin County Administration Building 2300 Bloomdale Rd, Suite 2106 McKinney, TX 75071 Re: City of Anna Lien Release documents for
filing Dear Ms./Mr. [County Clerk] Enclosed is a lien release that the City of Anna is requesting to be filed in your office. Lien release for [insert legal description]. Recording
Numbers: [Plat]. Please forward copies of the filed documents to my attention: City of Anna Attn: City Secretary 101 S Powell Pkwy Anna, TX 75409 Please contact me if you have any
questions or need additional information. Sincerely, [Signature] P3Works, LLC (817) 393-0353 Admin@P3-Works.com www.P3-Works.com SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
52 AFTER RECORDING RETURN TO: [City Secretary Name] 101 S Powell Pkwy Anna, TX 75409 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR
ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER'S LICENSE NUMBER. FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF COLLIN § THIS FULL RELEASE OF PUBLIC
IMPROVEMENT DISTRICT LIEN (this "Full Release") is executed and delivered as of the Effective Date by the City of Anna, Texas, a Texas home rule municipality (the “City”). RECITALS
WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City, Texas is authorized by Chapter 372, Texas Local Government Code, as amended (hereinafter referred
to as the "Act"), to create public improvement districts within the corporate limits and the extraterritorial jurisdiction of the City; and WHEREAS, on December 8, 2020 the City Council
of the City approved Resolution No. 2020-12-839 creating the Sherley Tract Public Improvement District No. 2 (the “District”); and WHEREAS, the District consists of approximately 289.751
contiguous acres within the extraterritorial jurisdiction of the City; and WHEREAS, on ____________, the City Council, approved Ordinance No. __________, (hereinafter referred to as
the "Assessment Ordinance") approving a service and assessment plan and assessment roll for the real property located with the District, the Assessment Ordinance being recorded on _____________,
as Instrument No. ________ in the Official Public Records of Collin County, TX; and WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount] (hereinafter referred
to as the "Lien Amount") and further imposed a lien to secure the payment of the Lien Amount (the “Lien”) against the following property located within the District, to wit: SHERLEY TRACT PID NO.
2 SERVICE AND ASSESSMENT PLAN 53 [legal description], an addition to the City of [City], [County], Texas, according to the map or plat thereof recorded as Instrument No. ________
in the Map Records of Collin County, Texas (the "Property"); and WHEREAS, the Lien Amount has been paid in full. RELEASE NOW THEREFORE, for and in consideration of the full payment
of the Lien Amount, the City/County hereby releases and discharges, and by these presents does hereby release and discharge, the Lien to the extent that is affects and encumbers the
Property. EXECUTED to be EFFECTIVE this the _____ day of _________, 20__. CITY OF ANNA, TEXAS, A Texas home rule municipality, By: _______________________________ [Manager Name],
City Manager ATTEST: _______________________________ [Secretary Name], City Secretary STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the
____ day of ________, 20__, by [City Manager], City Manager for the City of Anna, Texas, a Texas home rule municipality, on behalf of said municipality. _______________________________
Notary Public, State of Texas SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 54 EXHIBIT K‐1 – DEBT SERVICE SCHEDULE FOR THE IMPROVEMENT AREA #1 BONDS SHERLEY TRACT PID NO. 2
SERVICE AND ASSESSMENT PLAN 55 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 56 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 57 EXHIBIT K‐2 – DEBT SERVICE SCHEDULE FOR THE
MAJOR IMPROVEMENT AREA BONDS SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 58 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 59 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMEN
T PLAN 60 EXHIBIT K‐3 – ANNUAL INSTALLMENT SCHEDULE FOR THE IMPROVEMENT AREA #1 REIMBURSEMENT OBLIGATION Installment Due 1/31 Principal Interest1 Total Installment Due 2022 $
$ $ 2023 57 $ 279,767 $
279,824 $ 2024 61 $ 279,763 $ 279,824 $ 2025 65 $
279,759 $ 279,824 $ 2026 7,537 $ 272,288 $
279,824 $ 2027 93,106 $ 186,718 $ 279,824 $ 2028 97,296 $
182,529 $ 279,824 $ 2029 101,674 $ 178,150 $
279,824 $ 2030 106,250 $ 173,575 $ 279,824 $ 2031 111,031 $
168,794 $ 279,824 $ 2032 116,027 $ 163,797 $
279,824 $ 2033 121,248 $ 158,576 $ 279,824 $ 2034 126,705 $
153,120 $ 279,824 $ 2035 132,406 $ 147,418 $
279,824 $ 2036 138,365 $ 141,460 $ 279,824 $ 2037 144,591 $
135,233 $ 279,824 $ 2038 151,098 $ 128,727 $
279,824 $ 2039 157,897 $ 121,927 $ 279,824 $ 2040 165,002 $
114,822 $ 279,824 $ 2041 172,427 $ 107,397 $
279,824 $ 2042 180,187 $ 99,638 $ 279,824 $ 2043 188,295 $
91,529 $ 279,824 $ 2044 196,768 $ 83,056 $
279,824 $ 2045 205,623 $ 74,201 $ 279,824 $ 2046 214,876 $
64,948 $ 279,824 $ 2047 224,545 $ 55,279 $
279,824 $ 2048 234,650 $ 45,174 $ 279,824 $ 2049 245,209 $
34,615 $ 279,824 $ 2050 256,244 $ 23,581 $
279,824 $ 2051 267,775 $ 12,050 $ 279,824 $ Total 4,157,016 $
3,957,893 $ 8,114,909 $ Note: The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes
in Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Improvement Area #1 Reimbursement Obligation
¹ Interest on the Improvement Area #1 Reimbursement Obligation is calculated at a 6.730% interest rate from 9/15/2022 to 8/16/2026, and 4.500% thereafter. SHERLEY TRACT PID NO. 2
SERVICE AND ASSESSMENT PLAN 61 EXHIBIT L‐1 – DISTRICT LEGAL DESCRIPTION SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 62 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
63 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 64 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 65 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
66 EXHIBIT L‐2 – IMPROVEMENT AREA #1 LEGAL DESCRIPTION TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE
SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A
PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS
(O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC BEING IN THE NORTH L
INE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON L
INE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANC
E OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET; N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF
A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35"
W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE DEPARTING SAID NORTH LINE OVER AND ACR
OSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET,
THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET; N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE
RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66
FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 67 WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET,
THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET; S 12° 15' 52" E, 4.77 FEET TO THE
NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE FOLLOWING BEARINGS AND DISTANCES:
N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1310.0
0 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31
FEET; S 89° 05' 29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 F
EET, THROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO T
HE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02
FEET; N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27
° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE
LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00 FEET T
O THE BEGINNING OF A CURVE TO THE RIGHT; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 68 WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 01°
24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E, 10.60 FEET;
N 01° 44' 03" E, 20.00 FEET; S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72 FEET;
N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 49.81 FEET; N 58° 06' 52" E, 4
7.94 FEET; N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIU
S OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEF
T; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85
FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF
1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET; N 24° 51' 49" E, 70.52 FEET; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
69 S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET; S 24° 45' 54" W, 23.65 FEET;
S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05° 31' 37", HAVING A RADIUS OF 1000.0
0 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83 FEET; S 55° 20' 20" E, 104.47 FEET;
S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS S 7
4° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 F
EET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAV
ING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A
CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48' 59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL ANGLE OF 03° 06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36
FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
70 WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191.26
FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADIUS
OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQU
ARE FEET OR 65.070 ACRES MORE OR LESS; TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, TH
E J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRI
BED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED B
Y METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS
(P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING BEARING
S AND DISTANCES: S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS OF 1860
.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET;
N 64° 05' 47" W, 100.01 FEET; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 71 S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90
FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS
OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85 FEET; S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.9
0 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET
; S 55° 47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET; S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET;
S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET; S 89° 15' 16" W, 160.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET;
N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33 FEET; N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESS
MENT PLAN 72 N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET; N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING; THENCE S 00° 05' 05"
E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES MORE OR LESS SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 73 EXHIBIT L‐3 – MAJOR IM
PROVEMENT AREA LEGAL DESCRIPTION SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 74 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 75 SHERLEY TRACT PID NO. 2
SERVICE AND ASSESSMENT PLAN 76 SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 77 Save and except: TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCA
DE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NU
MBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF
COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC
BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 287.34
FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE
RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET; N 32° 16' 49" E, 45.65 FE
ET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHI
CH BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT; SHERLEY TRACT PID NO.
2 SERVICE AND ASSESSMENT PLAN 78 THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A
CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E
, 517.04 FEET; N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44°
28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE
RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET
; S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE
FOLLOWING BEARINGS AND DISTANCES: N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01°
11' 26", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINN
ING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85
° 32' 34" W, 147.31 FEET; S 89° 05' 29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC
DISTANCE OF 139.73 FEET, THROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96 FEET TO THE BEGIN
NING OF A CURVE TO THE RIGHT; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 79 WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07°
14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02 FEET; N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LE
FT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77
FEET; N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF
760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00
FEET, THROUGH A CENTRAL ANGLE OF 01° 24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET;
S 87° 55' 48" E, 10.60 FEET; N 01° 44' 03" E, 20.00 FEET; S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET;
N 81° 10' 42" E, 54.72 FEET; N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 4
9.81 FEET; N 58° 06' 52" E, 47.94 FEET; N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 80 WITH SAID CURVE TO THE RIGH
T, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A
NON‐TANGENTIAL LINE. N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02°
17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85 FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LE
FT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET
; N 24° 51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET;
S 24° 45' 54" W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05°
31' 37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83 FEET;
S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET,
AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07°
37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; SHERLEY TRACT PID NO. 2
SERVICE AND ASSESSMENT PLAN 81 WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNI
NG OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48
' 59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL ANGLE OF 03°
06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 87° 02' 56" E, 80.00 FEET TO THE BEGINN
ING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 4
0' 05" E, 191.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL ANGLE OF 12°
23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AN
D CONTAINING 2,834,457 SQUARE FEET OR 65.070 ACRES MORE OR LESS; TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE
SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A
PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS
(O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 201312
27010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS (P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORT
H LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA
325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 82 S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO
THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1010.49 FEET; S 24° 45' 54" W, 22
0.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET; N 64° 05' 47" W, 100.01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE
BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEAR
S N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02°
17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85 FEET; S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEF
T, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET;
S 58° 06' 52" W, 47.94 FEET; S 55° 47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET; S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 6
0.71 FEET; S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET; S 89° 15' 16" W, 160.00 FEET; SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN 83 N 01° 44' 03" E, 23.48 FEET;
N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33 FEET; N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET;
N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET; N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING;
THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES MORE OR LESS SHERLEY TRACT PID NO. 2 SERVICE AND ASSESSMENT PLAN
84 APPENDIX A – ENGINEER’S REPORT [Remainder of page left intentionally blank.] FRISCO OFFICE 11000 Frisco St. Suite 400 Frisco, Texas 75033 469.213.1800 TBPLS 10194468
May 19, 2021 Engineer’s Report Sherley Tract PID #2 The Villages of Hurricane Creek - North SW Corner of US 75 & Rosamond Parkway City of Anna/Anna ETJ Introduction: The Sherley Tract
PID #2 (Villages of Hurricane Creek – North) is a mixed-use development consisting of approximately 911 single-family residential lots (992 total units), 530 multi-family units, 27.8
acres of commercial, and an estimated 38.8 acres of dedicated open space as depicted on Exhibit A. The parcel is located at the southwest corner of US Highway 75 and future Rosamond
Parkway; it is directly north of the existing Hurricane Creek project. This Engineer’s Report includes the documents requested by the City of Anna for the formation of the Public Improvement
District (PID) and the issuance of bonds by the City. Bonds are anticipated to be used to finance public infrastructure projects vital for the development within the PID. Development
Costs: An Engineer’s Opinion of Probable Cost has been prepared for all on-site and off-site infrastructure (Exhibit B). Development Improvements: Development Improvements have been
classified as Master Infrastructure, PID Improvements, and Private Costs. Master Improvements and PID Improvement items will be included in the PID. PID Improvements for Improvement
Area #1 (Phase 1 of the development) are shown on Exhibits C through G; Master Improvements are shown on Exhibits H through J. Development Schedule: Entitlements are in place for the
project; Phase 1 construction plans are under review by the City. We anticipate starting construction of the utilities to serve IA #1 in July 2021 with final acceptance in February
2022. U.S. HIGHWAY 75 10" 10" 10" 12" 12" 0' 500' 1000' MAY 17, 2021SHERLEY TRACT PID #2 EXHIBIT A IMPROVEMENT AREA #1 CONCEPT PLAN PHASE 1 PHASE 1 PHASE 1 911 TOTAL LOTS Prepared
For: 201.9 SINGLE FAMILY ACRES (NET) Date: File Name: Prepared by: Checked by: SUMMARY DESCRIPTION Phase 1 Future Total Phase 1 Future Total Phase 1 Future Total $102,967 $348,042
$451,009 $315,611 $469,391 $785,002 $586,134 $871,726 $1,457,861 $2,693,872 $0 $0 $0 $0 $0 $0 $803,340 $930,525 $1,733,865 $1,733,865 $621,765 $1,194,893 $1,816,658 $1,130,975 $1,201,423
$2,332,398 $0 $0 $0 $4,149,055 $281,025 $220,025 $501,050 $1,515,886 $1,262,810 $2,778,696 $0 $0 $0 $3,279,746 $653,700 $1,427,130 $2,080,830 $928,453 $909,803 $1,838,255 $0 $0 $0 $3,919,085
$1,456,472 $3,105,773 $4,562,245 $3,802,998 $1,691,353 $5,494,351 $0 $0 $0 $10,056,596 $114,263 $129,350 $243,613 $2,200 $17,600 $19,800 $0 $0 $0 $263,413 $0 $0 $0 $0 $0 $0 $486,550
$818,500 $1,305,050 $1,305,050 $0 $0 $0 $0 $0 $0 $807,180 $103,400 $910,580 $910,580 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $550,000 $0 $550,000 $0 $0 $0 $0 $0 $0 $550,000 TOTAL CONSTRUCTION
COSTS $3,780,191 $6,425,213 $10,205,404 $7,696,122 $5,552,379 $13,248,501 $2,683,204 $2,724,151 $5,407,356 $28,861,261 DESCRIPTION QTY UNIT Phase 1 Future Total Phase 1 Future Total
Phase 1 Future Total Total Costs Entitlements, Dev Agmt, District Creation 1 LOT $122,255 $100,940 $223,195 $0 $0 $0 $0 $0 $0 $223,195 Eng & Surveying (Ph. 1 is per contract) 1 LS $338,805
$767,311 $1,106,116 $842,985 $792,559 $1,635,544 $93,665 $103,868 $197,533 $2,939,192 LOMR (Assumes 2 required) 1 LS $0 $78,000 $78,000 $0 $0 $0 $0 $0 $0 $78,000 FEMA LOMR Fees (Assumes
2 required) 1 LS $0 $16,500 $16,500 $0 $0 $0 $0 $0 $0 $16,500 SWPPP (plan preparation & inspections) 1 LS $12,500 $9,000 $21,500 $9,500 $6,000 $15,500 $9,500 $6,000 $15,500 $52,500
Preliminary Platting Fee 1 LS $3,145 $2,385 $5,530 $0 $0 $0 $0 $0 $0 $5,530 Final Platting Fee 1 LS $3,145 $2,385 $5,530 $0 $0 $0 $0 $0 $0 $5,530 Maintenance Bond (2% of Pvg & Util
Contracts) 2% % $54,880 $113,340 $168,220 $136,940 $101,310 $238,250 $0 $0 $0 $406,470 Engineering Review Fee 1 LS $5,000 $2,500 $7,500 $0 $0 $0 $0 $0 $0 $7,500 Inspection Fee 4% %
$128,240 $239,770 $368,010 $300,270 $222,090 $522,360 $47,930 $96,250 $144,180 $1,034,550 Geotechnical Testing (10% of Earthwork) 10% % $46,750 $34,800 $81,550 $101,510 $46,940 $148,450
$30,660 $87,170 $117,830 $347,830 Cluster Mailboxes 1 LS $0 $0 $0 $0 $44,000 $44,000 $44,000 Landscape & Hardscape Plans 1 LS $0 $0 $40,000 $40,000 $0 $0 $40,000 Franchise Utilities
- No cost for gas or electric install 1 LS $0 $0 $0 $0 $0 $0 $0 TOTAL MISC. COSTS $714,720 $1,366,931 $2,081,651 $1,431,205 $1,168,899 $2,600,104 $225,755 $293,288 $519,043 $5,200,797
Construction Costs $3,780,191 $6,425,213 $10,205,404 $7,696,122 $5,552,379 $13,248,501 $2,683,204 $2,724,151 $5,407,356 $28,861,261 Miscellaneous Costs $714,720 $1,366,931 $2,081,651
$1,431,205 $1,168,899 $2,600,104 $225,755 $293,288 $519,043 $5,200,797 Contingency 3.5% % $157,322 $272,725 $430,047 $319,456 $235,245 $554,701 $101,814 $105,610 $207,424 $1,192,172
NET PROJECT COSTS $4,652,230 $8,064,870 $12,717,100 $9,446,780 $6,956,520 $16,403,310 $3,010,770 $3,123,050 $6,133,820 $35,254,230 Per Acre: $174,612 Per Lot: $38,698 6 - Paving 7 -
Street Lights & Signs 8 - Screen Walls & Entry Monument 9 - Landscaping & Irrigation OPINION OF PROBABLE COST VILLAGES OF HURRICANE CREEK - NORTH City of Anna & Anna ETJ, Collin County,
Texas MI Costs PID Costs Private Costs SHERLEY TRACT PID #2 CONSTRUCTION COSTS MISCELLANEOUS COSTS SUMMARY Total Costs CEN18001 MM Anna 325, LLC May 20, 2021 20210519 _VHC-NORTH_ENG
REPORT OPC MPP/CJB MPP 10 - Amenities 11 - District Formation 1 - Earthwork 2 - Retaining Walls 3 - Water 4 - Sanitary Sewer 5 - Storm U.S. HIGHWAY 75 10" 10" 10" 12" 12" 0' 500' 1000'
MAY 17, 2021SHERLEY TRACT PID #2 EXHIBIT C IMPROVEMENT AREA #1 ON-SITE STREETS 0' 500' 1000' LEGEND PHASE LINE ROADWAY IMPROVEMENTS BY DEVELOPER PHASE 1 PHASE 1 PHASE 1 U.S. HIGHWAY
75 10" 10" 10" 12" 12" 0' 500' 1000' MAY 17, 2021SHERLEY TRACT PID #2 EXHIBIT D IMPROVEMENT AREA #1 ON-SITE SANITARY SEWER 0' 500' 1000' LEGEND PHASE LINE PROPOSED SEWER LINE PROPOSED
MASTER INFRASTRUCTURE SEWER LINE PHASE 1 PHASE 1 SEE PID ELIGIBLE IMPROVEMENTS/ MASTER INFRASTRUCTURE ALL SS LINES SHALL BE 8" UNLESS OTHERWISE NOTED 10" 10" 10"12" 12" 30" SANITARY
SEWER BY CITY OF ANNA 12" SANITARY SEWER BY DEVELOPER SEE PID ELIGIBLE IMPROVEMENTS/ MASTER INFRASTRUCTURE U.S. HIGHWAY 75 10" 10" 10" 12" 12" 0' 500' 1000' MAY 17, 2021SHERLEY TRACT
PID #2 EXHIBIT E IMPROVEMENT AREA #1 ON-SITE STORM DRAIN 0' 500' 1000' LEGEND PHASE LINE PROPOSED STORM DRAIN LINE PHASE 1 PHASE 1 U.S. HIGHWAY 75 10" 10" 10" 12" 12" 0' 500' 1000'
MAY 17, 2021SHERLEY TRACT PID #2 EXHIBIT F IMPROVEMENT AREA #1 ON-SITE WATER DISTRIBUTION 0' 500' 1000' LEGEND PHASE LINE PROPOSED WATER LINE PROPOSED MASTER INFRASTRUCTURE WATER LINE
PHASE 1 PHASE 3 PHASE 1 12" W 12" WATER LINE BY DEVELOPER SEE PID ELIGIBLE IMPROVEMENTS/ MASTER INFRASTRUCTURE SEE PID ELIGIBLE IMPROVEMENTS/ MASTER INFRASTRUCTURE SEE PID ELIGIBLE
IMPROVEMENTS/ MASTER INFRASTRUCTURE SEE PID ELIGIBLE IMPROVEMENTS/ MASTER INFRASTRUCTURE U.S. HIGHWAY 75 10" 10" 10" 12" 12" MAY 17, 2021SHERLEY TRACT PID #2 EXHIBIT G MAJOR IMPROVEMENTS
ROADWAY 0' 800' 1600' PHASE 1 PHASE 1 LEGEND PHASE LINE ROADWAY IMPROVEMENTS BY DEVELOPER U.S. HIGHWAY 75 10" 10" 10"12" 12" 0' 500' 1000' MAY 17, 2021SHERLEY TRACT PID #2 EXHIBIT H
MAJOR IMPROVEMENTS SANITARY SEWER 0' 500' 1000' PHASE 1 PHASE 1 LEGEND PHASE LINE PROPOSED SEWER LINE 10" 10" 10"12" 12" U.S. HIGHWAY 75 10" 10" 10" 12" 12" 0' 500' 1000' MAY 17, 2021SHERLEY
TRACT PID #2 EXHIBIT I MAJOR IMPROVEMENTS STORM SEWER 0' 500' 1000' PHASE 1 PHASE 1 LEGEND PHASE LINE PROPOSED STORM DRAIN LINE U.S. HIGHWAY 75 10" 10" 10" 12" 12" 0' 500' 1000' MAY
17, 2021SHERLEY TRACT PID #2 EXHIBIT J MAJOR IMPROVEMENTS WATER 0' 500' 1000' PHASE 1 PHASE 1 LEGEND PHASE LINE PROPOSED WATER LINE
AnnaTIRZ #3 PFP Ordinance v3 (E).pdf
CITY OF ANNA, TEXAS ORDINANCE NO. 926-2021 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, APPROVING A FINAL PROJECT AND FINANCING PLAN FOR TAX INCREMENT REINVESTMENT
ZONE NUMBER THREE, CITY OF ANNA, TEXAS; APPROVING A TIRZ NO. 3 AGREEMENT; MAKING VARIOUS FINDINGS RELATED TO SUCH PLAN; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, pursuant to Chapter 311 of the Texas Tax Code, as amended (“Act”), and Ordinance No. 912-2021, adopted by the City Council of the City of Anna, Texas (the “City Council”),
on July 13, 2021, the City of Anna, Texas (“City”), created the tax increment reinvestment zone identified as Tax Increment Reinvestment Zone Number Three, City of Anna, Texas (“Zone”);
and WHEREAS, as authorized by the Act and pursuant to Ordinance No. 912-2021, adopted by the City Council on July 13, 2021, the City approved a Preliminary Project and Financing Plan
for the Zone; and WHEREAS, on July 27, 2021, the Board of Directors of the Zone (“Board”) adopted a Final Project and Financing Plan for the Zone, attached hereto as Exhibit “A”
(“Plan”), as required by Section 311.011(a) of the Act and approved a “TIRZ No. 3 Agreement”, attached hereto as Exhibit “B”. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
THE CITY OF ANNA, TEXAS, THAT: Section 1. Findings. The City Council hereby makes the following findings of fact: 1.1 The facts and recitations contained in the preamble of this
Ordinance are hereby found and declared to be true and correct and are incorporated and adopted as part of this Ordinance for all purposes. 1.2 The Plan includes all information required
by Sections 311.003(b) and (c) of the Act. 1.3 The Plan is feasible and conforms to the City’s master plan. EXHIBIT A Final Project and Financing Plan 2 of 4 EXHIBIT B TIRZ No.
3 Agreement
Assessment Ordinance sig page ---- Need City Signatures and Notary.pdf
S-1 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THIS 27th DAY OF JULY, 2021. ATTEST: _____________________________ Nate Pike, Mayor ____________________________
Carrie L. Land, City Secretary STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the ______ day of ____________, 2021 by Nate Pike, the
Mayor, and Carrie L. Land, the City Secretary, of the City of Anna, Texas on behalf of said City. Notary Public, State of Texas (SEAL)
Closing Certificate (IA#1) v2 (E).pdf
CLOSING CERTIFICATE We, the undersigned Mayor and City Manager of the City of Anna, Texas (the "City"), in connection with the issuance, sale and delivery by the City of $9,400,000
aggregate principal amount City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project) (the "Bonds"),
hereby certify that: 1. Capitalized but undefined terms used herein shall have the meanings set forth in that certain Bond Purchaser Agreement (the “Agreement”) dated as of July 27,
2021 by and among the Issuer and FMSbonds, Inc., relating to the sale of the Bonds. 2. (i) the representations and warranties of the City contained in the Agreement and in the City
Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof; (ii) the Authorizing Documents and City Documents are in full force
and effect and have not been amended, modified, or supplemented; (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending
or, to the knowledge of the undersigned, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials
of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity,
due authorization and execution of the Bonds or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments
pledged to pay the principal and interest on the Bonds, or the pledge thereof; and (iv) the City has, to the best of our knowledge, complied with all agreements and covenants and satisfied
all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. (Execution Page Follows)
Closing Certificate (MIA) v2 (E).pdf
CLOSING CERTIFICATE We, the undersigned Mayor and City Manager of the City of Anna, Texas (the "City"), in connection with the issuance, sale and delivery by the City of $2,896,000
aggregate principal amount City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project) (the "Bonds"),
hereby certify that: 1. Capitalized but undefined terms used herein shall have the meanings set forth in that certain Bond Placement Agreement (the “Agreement”) dated as of July 27,
2021 by and among the Issuer and FMSbonds, Inc., relating to the sale of the Bonds. 2. (i) the representations and warranties of the City contained in the Agreement and in the City
Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof; (ii) the Authorizing Documents and City Documents are in full force
and effect and have not been amended, modified, or supplemented; (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending
or, to the knowledge of the undersigned, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials
of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity,
due authorization and execution of the Bonds or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments
pledged to pay the principal and interest on the Bonds, or the pledge thereof; and (iv) the City has, to the best of our knowledge, complied with all agreements and covenants and satisfied
all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. (Execution Page Follows)
IA #1 Landowner Agreement - Sherley Tract PID No. 2 clean MC 7.27 (E).pdf Microsoft Word - IA #1 Landowner Agreement - Sherley Tract PID No. 2 clean MC 7.27.21
IMPROVEMENT AREA #1 LANDOWNER AGREEMENT This IMPROVEMENT AREA #1 LANDOWNER AGREEMENT (the “Agreement”), is entered into as of July 27, 2021, between the City of Anna, Texas (the
“City”), a home-rule municipality of the State of Texas (the “State”), and MM Anna 325, LLC, a Texas limited liability company (the “Landowner”). RECITALS: WHEREAS, capitalized terms
used but not defined herein shall have the meanings given to them in the Service and Assessment Plan (as defined herein); and WHEREAS, Landowner owns the Improvement Area #1 Assessed
Property described by a metes and bounds description attached as Exhibit I to this Agreement and which is incorporated herein for all purposes, comprising all of the non-exempt, privately-owned
land described in Exhibit I (the “Landowner’s Parcel”) which is located within Improvement Area #1 of the Sherley Tract Public Improvement District No. 2 (the “District”) in the extraterritorial
jurisdiction of the City; and WHEREAS, the City Council has adopted an assessment ordinance (including all exhibits and attachments thereto, the “Assessment Ordinance”) for the Improvement
Area #1 Projects and the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan (as updated and amended, the “Service and Assessment Plan”) and which is incorporated
herein for all purposes, and has levied an assessment on the Improvement Area #1 Assessed Property in Improvement Area #1 of the District that will be pledged as the security for payment
of bonds or other obligations to be issued for the purpose of paying certain infrastructure improvements and to pay the costs of constructing the Improvement Area #1 Projects; and
WHEREAS, the Declaration of Covenants, Conditions and Restrictions attached to this Agreement as Exhibit II and which are incorporated herein for all purposes includes the statutory
notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established
under Chapter 372 of the Texas Local Government Code, as amended (the “PID Act”), to the purchaser. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, obligations
and benefits hereinafter set forth, the City and the Landowner hereby contract, covenant and agree as follows: APPROVAL OF AGREEMENTS Affirmation of Recitals. The findings set
forth in the Recitals of this Agreement are hereby incorporated as the official findings of the City Council. I. AGREEMENTS OF LANDOWNER A. Affirmation and Acceptance of Agreements
and Findings of Benefit. Landowner hereby ratifies, confirms, accepts, agrees to, and approves: (i) the creation and boundaries of the District, the boundaries of the Landowner’s Parcel,
which are located within the District, and the location and development of the Improvement Area #1 Projects on the Landowner’s Parcel and on the property within the District; (ii) the
determinations and findings as to the benefits by the City Council in the Service and Assessment Plan and the Assessment Ordinance; and (iii) the Assessment Ordinance and the Service
and Assessment Plan. B. Acceptance and Approval of Improvement Area #1 Assessments and Lien on Property. Landowner consents to, agrees to, acknowledges and accepts the following: (i)
the Assessments levied on Improvement Area #1 of the District (the “Improvement Area #1 Assessments”) as shown on the Improvement Area #1 Assessment Roll; (ii) the Improvement Area
#1 Projects specially benefit Improvement Area #1 of the District, and the Landowner’s Parcel, in an amount at least equal to the Improvement Area #1 Assessment levied on the Improvement
Area #1 Assessed Property within Improvement Area #1 of the District, as such Improvement Area #1 Assessment is shown on the Improvement Area #1 Assessment Roll; (iii) each Improvement
Area #1 Assessment is final, conclusive and binding upon Landowner and any subsequent owner of any of the Improvement Area #1 Assessed Property, regardless of whether such landowner
may be required to prepay a portion of, or the entirety of, such Improvement Area #1 Assessment upon the occurrence of a mandatory prepayment event as provided in the Service and Assessment
Plan; (iv) the obligation to pay the Improvement Area #1 Assessment levied on the Improvement Area #1 Assessed Property owned by the Landowner and any subsequent owner of any of the
Improvement Area #1 Assessed Property when due and in the amount required by and stated in the Service and Assessment Plan and the Assessment Ordinance; (v) each Improvement Area #1
Assessment or reassessment, with interest, the expense of collection, and reasonable attorney’s fees, if incurred, is a first and prior lien against the Parcels within the Improvement
Area #1 Assessed Property, superior to all other liens and monetary claims except liens or monetary claims for state, county, school district, or municipal ad valorem taxes, and is
a personal liability of and charge against the owner of any Improvement Area #1 Assessed Property regardless of whether such owner is named; (vi) the Improvement Area #1 Assessment
lien on the Improvement Area #1 Assessed Property is a lien and covenant that runs with the land and is effective from the date of the Assessment Ordinance and continues until the Improvement
Area #1 Assessment is paid and may be enforced by the governing body of the City in the same manner that an ad valorem tax lien against real property may be enforced by the City; (vii)
delinquent installments of the Improvement Area #1 Assessment shall incur and accrue interest, penalties, and attorney’s fees as provided in the PID Act; (viii) the owner of any Improvement
Area #1 Assessed Property may pay at any time the entire Improvement Area #1 Assessment, with interest that has accrued on the Improvement Area #1 Assessment, on any parcel in the Improvement
Area #1 Assessed Property; (ix) the Annual Installments of the Improvement Area #1 Assessments may be adjusted, decreased and extended; and, the Landowner and any subsequent owner of
any Improvement Area #1 Assessed Property shall be obligated to pay their respective revised amounts of the Annual Installments, when due, and without the necessity of further action,
Improvement Area #1 Assessments or reassessments by the City, the same as though they were expressly set forth herein; and (x) Landowner has received, or hereby waives, all notices
required to be provided to it under Texas law, including the PID Act, prior to the Effective Date (defined herein). C. Mandatory Prepayment of Improvement Area #1 Assessments. Landowner
agrees and acknowledges that Landowner or subsequent landowners may have an obligation to prepay an Improvement Area #1 Assessment upon the occurrence of a mandatory prepayment event,
at the sole discretion of the City and as provided in the Service and Assessment Plan, as amended or updated. D. Notice of Assessments. Landowner further agrees as follows: (i) the
Declaration of Covenants, Conditions and Restrictions in the form attached hereto as Exhibit II shall be terms, conditions and provisions running with the Landowner’s Parcel and shall
be recorded (the contents of which shall be consistent with the Assessment Ordinance and the Service and Assessment Plan as reasonably determined by the City), in the records of the
County Clerk of Collin County, as a lien and encumbrance against such Improvement Area #1 Assessed Property, and Landowner hereby authorizes the City to so record such documents
against the Improvement Area #1 Assessed Property owned by Landowner; (ii) in the event of any subdivision, sale, transfer or other conveyance by the Landowner of the right, title or
interest of the Landowner in the Landowner’s Parcel or any part thereof, the Landowner’s Parcel, or any such part thereof, shall continue to be bound by all of the terms, conditions
and provisions of such Declaration of Covenants, Conditions and Restrictions and any purchaser, transferee or other subsequent owner shall take such Improvement Area #1 Assessed Property
or portion thereof, subject to all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions; and (iii) Landowner shall comply with, and
shall contractually obligate (and, upon the City’s request, promptly provide written evidence of such contractual provisions to the City) any party who purchases any Improvement Area
#1 Assessed Property owned by Landowner, or any portion thereof, for the purpose of constructing residential properties that are eligible for “homestead” designations under State law,
to comply with, the Homebuyer Education Program described on Exhibit III to this Agreement. Such compliance obligation shall terminate as to each Lot if, and when, (i) a final certificate
of occupancy for a residential unit on such Lot is issued by the City, and (ii) there is a sale of a Lot to an individual homebuyer, it being the intent of the undersigned that the
Homebuyer Education Program shall apply only to a commercial builder who is in the business of constructing and/or selling residences to individual home buyers (a “Builder”) but not
to subsequent sales of such residence and Lot by an individual home buyer after the initial sale by a Builder. Notwithstanding the provisions of this Section, upon the Landowner’s request
and the City’s consent, in the City’s sole and absolute discretion, the Declaration of Covenants, Conditions and Restrictions may be included with other written restrictions running
with the land on property within Improvement Area #1 of the District, provided they contain all the material provisions and provide the same material notice to prospective property
owners as does the document attached as Exhibit II. . II. OWNERSHIP AND CONSTRUCTION OF IMPROVEMENT AREA #1 PROJECTS A. Ownership and Transfer of Improvement Area #1 Projects. Landowner
acknowledges that the Improvement Area #1 Projects and the land (or easements, as applicable) needed therefor shall be owned by the City as constructed and/or conveyed to the City and
Landowner will execute such conveyances and/or dedications of public rights of way and easements as may be reasonably required to evidence such ownership, as generally described on
the current plats of the property within the District. B. Grant of Easement and License, Construction of Improvement Area #1 Projects. (i) Any subsequent owner of the Landowner’s
Parcel shall, upon the request of the City or Landowner, grant and convey to the City or Landowner and its contractors, materialmen and workmen a temporary license and/or easement,
as appropriate, to construct the Improvement Area #1 Projects on the property within the District, to stage on the property within the District construction trailers, building materials
and equipment to be used in connection with such construction of the Improvement Area #1 Projects and to provide for passage and use over and across parts of the property within the
District as shall be reasonably necessary during the construction of the Improvement Area #1 Projects. Any subsequent owner of the Landowner’s Parcel may require that each contractor
constructing the Improvement Area #1 Projects cause such owner of any of the Landowner’s Parcel to be indemnified and/or named as an additional insured under liability insurance reasonably
acceptable to such owner of the Landowner’s Parcel. The right to use and enjoy any easement and license provided above shall continue until the construction of the Improvement Area
#1 Projects is complete; provided, however, any such license or easement shall automatically terminate upon the recording of the final plat for the Landowner’s Parcel in the real property
records of Collin County, Texas. (ii) Landowner hereby agrees that any right or condition imposed by the Sherley Tract Subdivision Improvement Agreement between the City, MM Anna 325,
LLC, and BFB ANA 40 Acres, LLC effective as of June 9, 2020, as amended by that First Amended Sherley Tract Subdivision Improvement Agreement effective as of July 14, 2020, and as may
be amended (the “Development Agreement”), or other agreement, with respect to the Improvement Area #1 Assessments has been satisfied, and that Landowner shall not have any rights or
remedies against the City under the Development Agreement or under any law or principles of equity concerning the Improvement Area #1 Assessments, with respect to the formation of the
District, approval of the Service and Assessment Plan and the City’s levy and collection of the Improvement Area #1 Assessments. III. COVENANTS AND WARRANTIES; MISCELLANEOUS A. Special
Covenants and Warranties of Landowner. Landowner represents and warrants to the City as follows: (i) Landowner is duly organized, validly existing and, as applicable, in good standing
under the laws of the state of its organization and has the full right, power and authority to enter into this Agreement, and to perform all the obligations required to be performed
by Landowner hereunder. (ii) This Agreement has been duly and validly executed and delivered by, and on behalf of, Landowner and, assuming the due authorization, execution and delivery
thereof by and on behalf of the City and the Landowner, constitutes a valid, binding and enforceable obligation of such party enforceable in accordance with its terms. This representation
and warranty is qualified to the extent the enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of
general application affecting the rights of creditors in general. (iii) Neither the execution and delivery hereof, nor the taking of any actions contemplated hereby, will conflict with
or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation of any obligation
under, any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which Landowner is a party, or by which Landowner or Landowner’s
Parcel is otherwise bound. (iv) Landowner is, subject to all matters of record in the Collin County, Texas Real Property Records, the sole owner of the Landowner’s Parcel. (v) The Landowner’s
Parcel owned by Landowner is not subject to, or encumbered by, any covenant, lien, encumbrance or agreement which would prohibit (i) the creation of the District, (ii) the levy of the
Improvement Area #1 Assessments and the priority of the lien related to the Improvement Area #1 Assessments as described in this Agreement, or (iii) the construction of the Improvement
Area #1 Projects on property within Improvement Area #1 of the District which are to be owned by the City, as generally described on the current plats of the property within the District
(or, if subject to any such prohibition, the approval or consent of all necessary parties thereto has been obtained). (vi) Landowner covenants and agrees to execute any and all documents
necessary, appropriate or incidental to the purposes of this Agreement, as long as such documents are consistent with this Agreement and do not create additional liability of any type
to, or reduce the rights of, such Landowner by virtue of execution thereof. B. Waiver of Claims Concerning Improvement Area #1 Projects. The Landowner, with full knowledge of the provisions,
and the rights thereof pursuant to such provisions, of applicable law, waives any claims against the City and its successors, assigns and agents, pertaining to the installation of the
Improvement Area #1 Projects. C. Notices. Any notice or other communication to be given to the City or Landowner under this Agreement shall be given by delivering the same in writing
to: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark
McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900
Dallas, TX 75201 To the Landowner: MM Anna 325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Miklos Cinclair,
PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any notice sent under this Agreement (except as otherwise expressly required)
shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially the same time as such electronic or facsimile
transmission, or personally delivered to an officer of the recipient at the address set forth herein. Each recipient may change its address by written notice in accordance with this
Section. Any communication addressed and mailed in accordance with this provision shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile transmission
shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for, or actually
received by, the addressee. D. Parties in Interest. This Agreement is made solely for the benefit of the City and the Landowner and is not assignable, except, in the case of Landowner,
in connection with the sale or disposition of all or substantially all of the parcels which constitute the Landowner’s Parcel. However, the parties expressly agree and acknowledge
that the City, the Landowner, each current owner of any parcel which constitutes the Landowner’s Parcel, and the holders of or trustee for any bonds secured by Improvement Area #1 Assessment
revenues of the City or any part thereof to finance the costs of the Improvement Area #1 Projects, are express beneficiaries of this Agreement and shall be entitled to pursue any
and all remedies at law or in equity to enforce the obligations of the parties hereto. This Agreement shall be recorded in the real property records of Collin County, Texas. E. Amendments.
This Agreement may be amended only by written instrument executed by the City and the Landowner. No termination or amendment shall be effective until a written instrument setting forth
the terms thereof has been executed by the then-current owners of the property within the District and recorded in the Real Property Records of Collin County, Texas. F. Effective Date.
This Agreement shall become and be effective upon the date of final execution by the latter of the City and the Landowner (the “Effective Date”) and shall be valid and enforceable on
said date and thereafter. G. Estoppels. Within ten (10) days after written request from a party hereto, the other party shall provide a written certification, indicating whether this
Agreement remains in effect as to the Improvement Area #1 Assessed Property, and whether any party is then in default hereunder. H. Termination. This Agreement shall terminate and
be of no further force and effect as to the Improvement Area #1 Assessed Property upon payment in full of the Improvement Area #1 Assessment(s) against such Improvement Area #1 Assessed
Property. I. Anti-Boycott Verification. The Landowner hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made
solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, “boycott
Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial
relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business
purposes. The Landowner understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Landowner and exists to make a profit. J. Iran,
Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Landowner represents that neither the Landowner, nor any parent company,
wholly- or majority-owned subsidiaries, and other affiliates of the Landowner is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts
under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-l
ist.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to
comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal law and excludes the Landowner gent and each parent
company, wholly- or majority-owned subsidiaries, and other affiliates of the Landowner, if any, that the United States government has affirmatively declared to be excluded from its
federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist organization. The Landowner understands “affiliate” to mean
any entity that controls, is controlled by, or is under common control with the Landowner and exists to make a profit. [Signature pages to follow] July 27, 2021 27th LANDOWNER
AGREEMENT - EXHIBIT I METES AND BOUNDS DESCRIPTION OF LANDOWNER’S PARCEL TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509,
THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN
COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY,
TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC BEING IN THE N
ORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 287.34 FEET WITH THE CO
MMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC D
ISTANCE OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET; N 32° 16' 49" E, 45.65 FEET TO THE BEGINN
ING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 5
8' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE DEPARTING SAID NORTH LINE OVER A
ND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46
FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET; N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE T
O THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS
S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL
ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET; S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID
CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE FOLLOWING BEARINGS AND DISTANCES: N 56° 03' 28" W, 23.9
4 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHO
RD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGH
T, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31 FEET; S 89° 05' 29" W, 1,229.11 FEE
T; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 FEET, THROUGH A CENTRAL
ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02 FEET;
N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL
ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET;
N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 01° 24' 53", HAVING A RADIUS OF 810.00
FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E, 10.60 FEET; N 01° 44' 03" E, 20.00 FEET;
S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72 FEET; N 75° 20' 06" E, 60.71 FEET;
N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 49.81 FEET; N 58° 06' 52" E, 47.94 FEET; N 57° 16' 20" E, 6
6.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG
CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE
LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85 FEET; N 59° 42' 35" E, 120.15 FEE
T TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WH
ICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET; N 24° 51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET;
N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET; S 24° 45' 54" W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC
DISTANCE OF 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05° 31' 37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET;
S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83 FEET; S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH
33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC D
ISTANCE OF 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNIN
G OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING
OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48'
59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL ANGLE OF 03° 06' 19", HAVI
NG A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE
TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191
.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADI
US OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457
SQUARE FEET OR 65.070 ACRES MORE OR LESS; TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER
105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND
DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESC
RIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNT
Y, TEXAS (P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING
BEARINGS AND DISTANCES: S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTA
NCES: S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS O
F 1860.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET;
N 64° 05' 47" W, 100.01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THR
OUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RI
GHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85 FEET;
S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00
FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; S 55° 47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET;
S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET;
S 89° 15' 16" W, 160.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33 FEET;
N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET;
N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING; THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES MORE OR LESS.
LANDOWNER AGREEMENT - EXHIBIT II DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as it may be amended from time
to time, this “Declaration”) is made as of July 27, 2021 by MM Anna 325, LLC a Texas limited liability company (the “Landowner”). RECITALS: A. The Landowner holds record title to
that portion of the real property located in Collin County, Texas, which is described in the attached Exhibit I (the “Landowner’s Parcel”) located within the Sherley Tract Public Improvement
District No. 2. B. The City Council of the City of Anna (the “City Council”) upon a petition requesting the establishment of a public improvement district covering the property within
the District to be known as the Sherley Tract Public Improvement District No. 2 (the “District”) by the then record owners taxable real property representing more than fifty percent
(50%) of the appraised value of the real property liable for assessment (as determined by the most recent certified appraisal roll for Collin County) in the area requested to be included
in the District and the record owners of taxable real property that constitute more than fifty percent (50 %) of all of the area of all taxable real property that are liable for assessment
within the area requested to be included in the District, created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government
Code, as amended (the “PID Act”). C. The City Council has adopted an assessment ordinance to levy assessments for certain public improvements (including all exhibits and attachments
thereto, the “Assessment Ordinance”) and the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan included as an exhibit to the Assessment Ordinance (as amended
from time to time, the “Service and Assessment Plan”), and has levied the assessments (the “Assessments”) on property in Improvement Area #1 (as defined in the Service and Assessment
Plan) of the District. D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located
in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended, to the purchaser, is incorporated into this Declaration. DECLARATIONS:
NOW, THEREFORE, the Landowner hereby declares that the Landowner’s Parcel is and shall be subject to, and hereby imposes on the Landowner’s Parcel, the following covenants, conditions
and restrictions: 1. Acceptance and Approval of Assessments and Lien on Property: (a) Landowner accepts each Assessment levied on the Landowner’s Parcel owned by such Landowner.
(b) The Assessment (including any reassessment, the expense of collection, and reasonable attorney’s fees, if incurred) is (a) a first and prior lien (the “Assessment Lien”) against
the property assessed, superior to all other liens or claims except for liens or claims for state, county, school district or municipality ad valorem property taxes whether now or hereafter
payable, and (b) a personal liability of and charge against the owners of the property to the extent of their ownership regardless of whether the owners are named. The Assessment Lien
is effective from the date of the Assessment Ordinance until the Assessments are paid and may be enforced by the City in the same manner as an ad valorem property tax levied against
real property that may be enforced by the City. The owner of any assessed property may pay, at any time, the entire Assessment levied against any such property. Foreclosure of an
ad valorem property tax lien on property within Improvement Area #1 of the District will not extinguish the Assessment or any unpaid but not yet due Annual Installments (as defined
in the Service and Assessment Plan) of the Assessment, and will not accelerate the due date for any unpaid and not yet due Annual Installments of the Assessment. It is the clear intention
of all parties to this Declaration, that the Assessments, including any Annual Installments of the Assessments (as such Annual Installments may be adjusted, decreased or extended),
are covenants that run with the Landowner’s Parcel and specifically binds the Landowner, its successors and assigns. In the event of delinquency in the payment of any Annual Installment
of the Assessment, the City is empowered to order institution of an action in district court to foreclose the related Assessment Lien, to enforce personal liability against the owner
of the real property for the Assessment, or both. In such action the real property subject to the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such
delinquent property taxes and Assessment, plus penalties, interest and costs of collection. 2. Landowner or any subsequent owner of the Landowner’s Parcel waives: (a) any and all defects,
irregularities, illegalities or deficiencies in the proceedings establishing the District and levying and collecting the Assessments or the annual installments of the Assessments; (b)
any and all notices and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the levy
of Assessments by the City Council concerning the Assessments; (c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance
by the City Council; (d) any and all actions and defenses against the adoption or amendment of the Service and Assessment Plan, the City’s finding of a ‘special benefit’ pursuant
to the PID Act and the Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment
Plan or to any of the previous proceedings connected therewith which occurred prior to, or upon, the City Council’s levy of the Assessments. 3. Amendments: This Declaration may be
terminated or amended only by a document duly executed and acknowledged by the then-current owner(s) of the Landowner’s Parcel and the City. No such termination or amendment shall
be effective until a written instrument setting forth the terms thereof has been executed by the parties by whom approval is required as set forth above and recorded in the Real Property
Records of Collin County, Texas. 4. Third Party Beneficiary: The City is a third-party beneficiary to this Declaration and may enforce the terms hereof. 5. Notice to Subsequent Purchasers:
Upon the sale of a dwelling unit within the District, the purchaser of such property shall be provided a written notice that reads substantially similar to the following: TEXAS PROPERTY
CODE SECTION 5.014 NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT ASSESSMENT TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS CONCERNING THE PROPERTY AT [Street Address] As the purchaser
of this parcel of real property, you are obligated to pay an assessment to the City of Anna, Texas, for improvement projects undertaken by a public improvement district under Chapter
372 of the Texas Local Government Code, as amended. The assessment may be due in periodic installments. The amount of the assessment against your property may be paid in full at any
time together with interest to the date of payment. If you do not pay the assessment in full, it will be due and payable in annual installments (including interest and collection costs).
More information concerning the amount of the assessment and the due dates of that assessment may be obtained from the City of Anna, 101 S. Powell Parkway, Anna, Texas 75409. Your
failure to pay the assessment or the annual installments could result in a lien on and in the foreclosure of your property. Signature of Purchaser(s) ___________________________ Date:
___________________ The seller shall deliver this notice to the purchaser before the effective date of an executory contract binding the purchaser to purchase the property. The notice
may be given separately, as part of the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. If the notice is included as part of the
executory contract or another notice, the title of the notice prescribed by this section, the references to the street address and date in the notice, and the purchaser’s signature
on the notice may be omitted. EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written. MM Anna 325, LLC, a Texas limited
liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company
Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS § § COUNTY OF DALLAS § This instrument
was acknowledged before me on the _____ day of July, 2021 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager of MMM Ventures, LLC, as Manager of MM Anna 325, LLC, a Texas limited
liability company, on behalf of said company. ___________________________________ Notary Public, State of Texas LANDOWNER AGREEMENT - EXHIBIT III HOMEBUYER EDUCATION PROGRAM
As used in this Exhibit III, the recorded Notice of the Authorization and Establishment of the Sherley Tract Public Improvement District No. 2 and the Declaration of Covenants, Conditions
and Restrictions in Exhibit II of this Agreement are referred to as the “Recorded Notices.” 1. Any Landowner who is a Builder shall attach the Recorded Notices and the final Improvement
Area #1 Assessment Roll for such Improvement Area #1 Assessed Property (or if the Improvement Area #1 Assessment Roll is not available for such Improvement Area #1 Assessed Property,
then a schedule showing the maximum 30 year payment for such Improvement Area #1 Assessed Property) as an addendum to any residential homebuyer’s contract. 2. Any Landowner who is a
Builder shall provide evidence of compliance with Paragraph 1 above, signed by such residential homebuyer, to the City upon the City’s request. 3. Any Landowner who is a Builder shall
prominently display signage in its model homes, if any, substantially in the form of the Recorded Notices. 4. If prepared and provided by the City, any Landowner who is a Builder shall
distribute informational brochures about the existence and effect of the District in prospective homebuyer sales packets. 5. Any Landowner who is a Builder shall include Assessments
in estimated property taxes, if such Builder estimates monthly ownership costs for prospective homebuyers.
IA1 Indenture v8 (E).pdf
INDENTURE OF TRUST By and Between CITY OF ANNA, TEXAS and REGIONS BANK, as Trustee DATED AS OF AUGUST 1, 2021 SECURING $9,400,000 CITY OF ANNA, TEXAS SPECIAL ASSESSMENT
REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION
.................................................... 4 Section 1.1. Definitions. .....................................................................................................................
4 Section 1.2. Findings. ....................................................................................................................... 13 Section 1.3. Table of Contents,
Titles and Headings. ....................................................................... 13 Section 1.4. Interpretation. ........................................................................
....................................... 13 ARTICLE II THE BONDS .......................................................................................................................
14 Section 2.1. Security for the Bonds. ................................................................................................. 14 Section 2.2. Limited Obligations. .....................
................................................................................ 14 Section 2.3. Authorization for Indenture. ........................................................................
................. 14 Section 2.4. Contract with Owners and Trustee. .............................................................................. 14 ARTICLE III AUTHORIZATION; GENERAL
TERMS AND PROVISIONS REGARDING THE BONDS SIMILARLY SECURED ............................................................................................................. 15 Section 3.1.
Authorization. ............................................................................................................... 15 Section 3.2. Date, Denomination, Maturities, Numbers
and Interest. .............................................. 15 Section 3.3. Conditions Precedent to Delivery of Bonds Similarly Secured. ................................... 16 Section
3.4. Medium, Method and Place of Payment. ..................................................................... 16 Section 3.5. Execution and Registration of Bonds Similarly Secured.
............................................ 17 Section 3.6. Ownership.....................................................................................................................
18 Section 3.7. Registration, Transfer and Exchange. ........................................................................... 19 Section 3.8. Cancellation. .....................................
............................................................................ 20 Section 3.9. Temporary Bonds Similarly Secured. ......................................................................
.... 20 Section 3.10. Replacement Bonds Similarly Secured. ....................................................................... 21 Section 3.11. Book-Entry Only System. .........................
................................................................... 22 Section 3.12. Successor Securities Depository: Transfer Outside Book-Entry-Only System. ........... 22 Section
3.13. Payments to Cede & Co. .............................................................................................. 23 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY .....................
.................................. 23 Section 4.1. Limitation on Redemption ............................................................................................ 23 Section 4.2.
Mandatory Sinking Fund Redemption ......................................................................... 23 Section 4.3. Optional Redemption ....................................................
................................................ 25 Section 4.4. Extraordinary Optional Redemption ............................................................................ 25 Section
4.5. Partial Redemption. ...................................................................................................... 25 Section 4.6. Notice of Redemption to Owners. ....................
............................................................ 26 Section 4.7. Payment Upon Redemption ..........................................................................................
27 Section 4.8. Effect of Redemption ................................................................................................... 27 ARTICLE V FORM OF THE BONDS ..........................
......................................................................... 27 Section 5.1. Form Generally .............................................................................................
................ 27 Section 5.2. Form of the Bonds. ....................................................................................................... 28 Section 5.3. CUSIP Registration
...................................................................................................... 36 Section 5.4. Legal Opinion. ...............................................................
............................................... 36 ARTICLE VI FUNDS AND ACCOUNTS .............................................................................................. 36 Section
6.1. Establishment of Funds and Accounts .......................................................................... 36 ii Section 6.2. Initial Deposits to Funds and Accounts ......................
.................................................. 38 Section 6.3. Pledged Revenue Fund .................................................................................................
38 Section 6.4. Bond Fund .................................................................................................................... 40 Section 6.5. Project Fund.........................
......................................................................................... 40 Section 6.6. Redemption Fund ............................................................................
............................. 44 Section 6.7. Reserve Fund ................................................................................................................ 44 Section
6.8. Rebate Fund: Rebatable Arbitrage ............................................................................... 46 Section 6.9. Administrative Fund. .........................................
........................................................... 46 Section 6.10. Reimbursement Fund ....................................................................................................
47 Section 6.11. Investment of Funds ..................................................................................................... 47 Section 6.12. Security of Funds ......................
.................................................................................... 42 ARTICLE VII COVENANTS .......................................................................................
........................... 49 Section 7.1. Confirmation of Assessments. ...................................................................................... 49 Section 7.2. Collection
and Enforcement of Assessments. .............................................................. 49 Section 7.3. Against Encumbrances. ................................................................
................................ 49 Section 7.4. Records, Accounts, Accounting Reports. ..................................................................... 50 Section 7.5. Covenants
Regarding Tax Exemption of Interest on Bonds. ....................................... 50 ARTICLE VIII LIABILITY OF CITY .............................................................................
......................... 53 Section 8.1. Liability of City. ........................................................................................................... 53 ARTICLE IX
THE TRUSTEE ................................................................................................................ 54 Section 9.1. Acceptance of Trust; Trustee as Registrar
and Paying Agent. ..................................... 54 Section 9.2. Trustee Entitled to Indemnity. ......................................................................................
54 Section 9.3. Responsibilities of the Trustee. .................................................................................... 55 Section 9.4. Property Held in Trust. ......................
........................................................................... 56 Section 9.5. Trustee Protected in Relying on Certain Documents. ..................................................
56 Section 9.6. Compensation. .............................................................................................................. 57 Section 9.7. Permitted Acts. .......................
...................................................................................... 57 Section 9.8. Resignation of Trustee. .......................................................................
.......................... 57 Section 9.9. Removal of Trustee. ..................................................................................................... 58 Section 9.10.
Successor Trustee. ........................................................................................................ 58 Section 9.11. Transfer of Rights and Property to Successor
Trustee. ................................................ 59 Section 9.12. Merger, Conversion or Consolidation of Trustee. ........................................................
59 Section 9.13. Trustee To File Continuation Statements. .................................................................... 59 Section 9.14. Accounts, Periodic Reports and Certificates.
............................................................... 60 Section 9.15. Construction of Indenture. .........................................................................................
... 60 ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE .................................... 60 Section 10.1. Amendments Permitted. .........................................................
...................................... 60 Section 10.2. Owners’ Meetings. ....................................................................................................... 61
Section 10.3. Procedure for Amendment with Written Consent of Owners. ..................................... 61 Section 10.4. Procedure for Amendment Not Requiring Owner Consent. ..................
....................... 61 Section 10.5. Effect of Supplemental Indenture. ................................................................................ 62 Section 10.6. Endorsement
or Replacement of Bonds Similarly Secured Issued After Amendments. .. ............................................................................................................................
..... 63 Section 10.7. Amendatory Endorsement of Bonds Similarly Secured. .............................................. 63 Section 10.8. Waiver of Default. .........................................
............................................................... 63 Section 10.9. Execution of Supplemental Indenture. .........................................................................
63 iii ARTICLE XI DEFAULT AND REMEDIES .......................................................................................... 63 Section 11.1. Events of Default. ...........................
.............................................................................. 63 Section 11.2. Immediate Remedies for Default. ......................................................................
........... 64 Section 11.3. Restriction on Owner’s Action. .................................................................................... 65 Section 11.4. Application of Revenues
and Other Moneys After Default. ........................................ 66 Section 11.5. Effect of Waiver. .........................................................................................
................. 67 Section 11.6. Evidence of Ownership of Bonds Similarly Secured. .................................................. 67 Section 11.7. No Acceleration. ...........................
................................................................................ 67 Section 11.8. Mailing of Notice. .................................................................................
....................... 67 Section 11.9. Exclusion of Bonds Similarly Secured. ........................................................................ 68 ARTICLE XII GENERAL COVENANTS
AND REPRESENTATIONS ............................................... 68 Section 12.1. Representations as to Trust Estate. ............................................................................
... 68 Section 12.2. General. ........................................................................................................................ 68 ARTICLE XIII SPECIAL COVENANTS
................................................................................................ 68 Section 13.1. Further Assurances; Due Performance. ..............................................
.......................... 68 Section 13.2. Other Obligations or Liens; Refunding Bonds; Future Improvement Area Bonds ...... 69 Section 13.3. Books of Record. .....................................
..................................................................... 70 ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND SATISFACTION OF THE INDENTURE ........................
......................................................................... 71 Section 14.1. Trust Irrevocable. ........................................................................................
................. 71 Section 14.2. Satisfaction of Indenture. .............................................................................................. 71 Section 14.3. Bonds
Deemed Paid. .................................................................................................... 71 ARTICLE XV MISCELLANEOUS ......................................................
................................................... 72 Section 15.1. Benefits of Indenture Limited to Parties. ......................................................................
72 Section 15.2. Successor is Deemed Included in All References to Predecessor. ............................... 72 Section 15.3. Execution of Documents and Proof of Ownership by Owners.
.................................... 72 Section 15.4. No Waiver of Personal Liability. .................................................................................. 73 Section
15.5. Notices to and Demands on City and Trustee. ............................................................. 73 Section 15.6. Partial Invalidity. ...............................................
........................................................... 74 Section 15.7. Applicable Laws. ........................................................................................................
.. 74 Section 15.8. Payment on Business Day. ........................................................................................... 74 Section 15.9. Construction, Funding and
Acquisition Agreement Amendments and Supplements... 74 Section 15.10. Counterparts .................................................................................................................
74 Section 15.11. No Boycott of Israel ..................................................................................................... 74 Section 15.12. No Terrorist Organization
............................................................................................ 74 EXHIBIT A DESCRIPTION OF THE PROPERTY WITHIN THE IMPROVEMENT AREA #1 OF SHERLEY TRACT
PUBLIC IMPROVEMENT DISTRICT NO. 2 INDENTURE OF TRUST THIS INDENTURE, dated as of August 1, 2021, is by and between the CITY OF ANNA, TEXAS (the "City"), and REGIONS BANK, Houston,
Texas, as trustee (together with its successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings
assigned thereto in Article I. WHEREAS, on October 20, 2020, a petition (the "Petition") was submitted and filed with the City Secretary of the City (the "City Secretary") pursuant
to the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act" or "PID Act"), requesting the creation of a public improvement district
located within the extraterritorial jurisdiction of the City to be known as "Sherley Tract Public Improvement District No. 2" (the "District"); and WHEREAS, the Petition contained
the signatures of the owners of taxable real property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District,
as determined by the then current ad valorem tax rolls of the Rockwall Central Appraisal District, and the signatures of record property owners who own taxable real property that constitutes
more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on November 10, 2020, the City Council of the City (the "City
Council") adopted Resolution No. 2020-11-825 accepting the Petition and calling a public hearing on the creation of the District December 8, 2020; and WHEREAS, after due notice, on
December 8, 2020 the City Council opened, conducted and closed the public hearing in the manner required by law on the advisability of the improvement projects and services described
in the Petition as required by Section 372.009 of the PID Act and made the findings required by Section 372.009(b) of the PID Act and, by Resolution No. 2020-12-839 adopted by the City
Council (the "Creation Resolution"), authorized the District in accordance with its finding as to the advisability of the improvement projects and services; and WHEREAS, following
the adoption of the Creation Resolution, the City published notice of its authorization of the District in a newspaper of general circulation in the City; and WHEREAS, no written
protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after the date of publication of such notice; and
WHEREAS, the City, pursuant to Section 372.0l6(b) of the PID Act, published notice of a public hearing in a newspaper of general circulation in the City to consider the proposed "Assessment
Roll" and the "Service and Assessment Plan" and the levy of the "Assessments" on property in the District; and WHEREAS, the City, pursuant to Section 372.0l6(c) of the PID Act, mailed
notice of the public hearing to consider the proposed Assessment Roll and the Service and Assessment Plan 2 and the levy of Assessments on property in the District to the last known
address of the owners of the property liable for the Assessments; and WHEREAS, the City Council convened the public hearing on July 27, 2021, at which all persons who appeared, or
requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the Service and Assessment Plan, the Assessment Roll, and the Assessments,
and to offer testimony pertinent to any issue presented on the amount of the Assessments, the allocation of Improvement Area #1 Project Costs, the purposes of the Assessments, the special
benefits of the Assessments, and the penalties and interest on annual installments and on delinquent annual installments of the Assessments; and WHEREAS, at the July 27, 2021 public
hearing referenced above, there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of Improvement
Area #1 Project Costs, the Assessment Roll, or the levy of the Assessments; and WHEREAS, the City Council closed the public hearing and, after considering all written and documentary
evidence presented at the public hearing, including all written comments and statements filed with the City, at a meeting held on July 27, 2021, approved and accepted the Service and
Assessment Plan in conformity with the requirements of the PID Act and adopted the Assessment Ordinance, which Assessment Ordinance approved the Assessment Roll and levied the Assessments;
and WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds payable from the Assessments for the purpose of (i) paying a portion of the Improvement Area #1 Project
Costs, (ii) paying interest on the Bonds during and after the period of acquisition and construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of
principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District and (v) paying the costs of issuance of the Bonds; and WHEREAS,
the City Council now desires to issue its revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021
(Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)" (the "Bonds"), such Bonds being payable solely from the Trust Estate and for the purposes set forth in
this preamble; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth in this Indenture; NOW, THEREFORE, the City, in consideration of
the foregoing premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds Similarly Secured by the Owners thereof, and of other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER to the Trustee for the
benefit of the Owners, a security interest in all of the moneys, rights and properties described in the Granting Clauses hereof, as follows (collectively, the "Trust Estate"): 3 FIRST
GRANTING CLAUSE The Pledged Revenues, as herein defined, including all moneys and investments held in the Pledged Funds, including any contract or any evidence of indebtedness related
thereto or other rights of the City to receive any of such moneys or investments, whether now existing or hereafter coming into existence, and whether now or hereafter acquired; and
SECOND GRANTING CLAUSE Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged,
assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to
receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof; and THIRD GRANTING CLAUSE Any and all proceeds of the
foregoing property and proceeds from the investment of the foregoing property; TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and
its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds Similarly Secured from time
to time issued under and secured by this Indenture, and for enforcement of the payment of the Bonds Similarly Secured in accordance with their terms, and for the performance of and
compliance with the obligations, covenants, and conditions of this Indenture; PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to be paid, the principal
or Redemption Price of and the interest on the Bonds Similarly Secured at the times and in the manner stated in the Bonds Similarly Secured, according to the true intent and meaning
thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture is to be and remain in full force and effect; IN ADDITION,
the Bonds Similarly Secured are special, limited obligations of the City payable solely from the Pledged Revenues, as and to the extent provided in this Indenture. The Bonds Similarly
Secured do not give rise to a charge against the general credit or taxing powers of the City and are not payable except as provided in this Indenture. Notwithstanding anything to the
contrary herein, the Owners of the Bonds Similarly Secured shall never have the right to demand payment thereof out of any funds of the City other than the Pledged Revenues. The City
shall have no legal or moral obligation to pay for the Bonds Similarly Secured out of any funds of the City other than the Pledged Revenues. THIS INDENTURE FURTHER WITNESSETH, and
it is expressly declared, that all Bonds Similarly Secured issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned,
and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed,
and the City has agreed and covenanted, and 4 does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds Similarly Secured as follows:
ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture,
the following terms shall have the meanings specified below: "Account", in the singular, means any of the accounts established pursuant to Section 6.1 of this Indenture, and "Accounts",
in the plural, means, collectively, all of the accounts established pursuant to Section 6.1 of this Indenture. “Additional Bonds” means the additional parity bonds authorized to be
issued in accordance with the terms and conditions prescribed in Section 13.2(c) of this Indenture. "Additional Interest" means the 0.50% additional interest charged on the Assessments
pursuant to Section 372.018 of the PID Act. "Administrative Fund" means that Fund established by Section 6.1 and administered pursuant to Section 6.9. "Administrator" means an employee
or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other agreement or document approved by the City related
to the duties and responsibilities of the administration of the District. "Annual Collection Costs" means the actual or budgeted costs and expenses related specifically to the Improvement
Area #1, including costs and expenses related to the creation and operation of the District, and the construction of the Improvement Area #1 Projects, including, but not limited to,
costs and expenses for: (i) the Administrator; (ii) City staff; (iii) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (iv) calculating,
collecting, and maintaining records with respect to Assessments and Annual Installments; (v) preparing and maintaining records with respect to Assessment Rolls and Annual Service Plan
Updates; (vi) paying and redeeming Bonds Similarly Secured; (vii) investing or depositing Assessments and Annual Installments; (viii) complying with the Service and Assessment Plan,
this Indenture and the PID Act with respect to the Bonds Similarly Secured, including continuing disclosure requirements; and (ix) the paying agent/registrar and Trustee in connection
with Bonds Similarly Secured, including their respective legal counsel. Annual Collection Costs do not include payment of the actual principal of, redemption premium, if any, and interest
on the Bonds Similarly Secured. Annual Collection Costs collected and not expended in any year shall be carried forward and applied to reduce Annual Collection Costs in subsequent years.
5 "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds Similarly Secured in such Bond Year (excluding interest paid from funds
on deposit in the Capitalized Interest Account of the Bond Fund), assuming that the Outstanding Bonds Similarly Secured are retired as scheduled (including by reason of Sinking Fund
Installments), and (ii) the principal amount of the Outstanding Bonds Similarly Secured due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). "Annual
Installment" means, with respect to each Assessed Property, each annual payment of: (i) the principal of and interest on the Assessments as shown on the Assessment Roll or in an Annual
Service Plan Update, and as shown in Exhibit E-2 to the Service and Assessment Plan, and calculated as provided in Section VI of the Service and Assessment Plan, (ii) Annual Collection
Costs and (iii) the Additional Interest. "Annual Service Plan Update" means an update to the Service and Assessment Plan prepared no less frequently than annually by the Administrator
and approved by the City Council. "Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State or of the United
States of America, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. "Assessed Property" means
the property located in the Improvement Area #1 that benefit from the Improvement Area #1 Projects, and is defined as the " Improvement Area #1 Assessed Property" in the Service and
Assessment Plan. "Assessment Ordinance" means the ordinance adopted by the City Council on July 27, 2021, as may be amended or supplemented, that levied the Assessments on the Assessed
Property. "Assessment Revenues" means the revenues received by the City from the collection of Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds.
"Assessment Roll" means the "Improvement Area #1 Assessment Roll", which document is attached to the Service and Assessment Plan as Exhibit E-1, as updated, modified or amended from
time to time. "Assessments" means an assessment levied against Assessed Property based on the special benefit conferred on such Parcels by the Improvement Area #1 Projects. "Attorney
General" means the Attorney General of the State. "Authorized Denomination" means $100,000 and any integral multiple of $1,000 in excess thereof. The City prohibits any Bond to be
issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000, and any attempt to accomplish
either of the foregoing shall be void and of no effect. 6 "Authorized Improvements" mean those improvements authorized by Section 372.003 of the PID Act for which Assessments are
levied, including those described in the Service and Assessment Plan. "Bond" means any of the Bonds. "Bond Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney
or firm of attorneys designated by the City that are nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public
entities. "Bond Fund" means the Fund established pursuant to Section 6.1 and administered pursuant to Section 6.4 of this Indenture. "Bond Ordinance" means the ordinance adopted
by the City Council on July 27, 2021 authorizing the issuance of the Bonds pursuant to this Indenture. "Bond Pledged Revenue Account" means the Account in the Pledged Revenue Fund
established pursuant to Section 6.1 of this Indenture. “Bonds Similarly Secured” means the Outstanding Bonds and any Outstanding Additional Bonds and any Outstanding Refunding Bonds
hereafter issued pursuant to and secured under this Indenture. "Bond Year" means the one-year period beginning on October 1 in each year and ending on September 30 in the following
year. "Bonds" means the City’s bonds authorized to be issued by Section 3.1 of this Indenture entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley
Tract Public Improvement District No. 2 Improvement Area #1 Project)" and, in the event the City issues Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds" shall include
such Refunding Bonds. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State observed as such by the City or the Trustee or any national holiday
observed by the Trustee. "Capitalized Interest Account" means the Account in the Bond Fund established pursuant to Section 6.1 of this Indenture. “Certification for Payment” means
a certificate substantially in the form of Exhibit B to the Construction, Funding and Acquisition Agreement or otherwise approved by the Developer and a City Representative executed
by a Person approved by a City Representative, delivered to a City Representative and the Trustee specifying the amount of work performed related to the Improvement Area #1 Projects
and the Actual Costs thereof, and requesting payment for such Actual Costs from money on deposit in an account of the Project Fund as further described in the Construction, Funding
and Acquisition Agreement and Section 6.5 herein. "City Order" means written instructions by the City, executed by a City Representative. 7 "City Representative" means that official
or agent of the City authorized by the City Council to undertake the action referenced herein. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations,
published rulings and court decisions. "Comptroller" means the Comptroller of Public Accounts of the State. “Construction, Funding and Acquisition Agreement” means the “Sherley
Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding and Acquisition Agreement” by and between the City and the Developer dated as of July 27, 2021, which
provides, in part, for the deposit of proceeds from the issuance and sale of the Bonds Similarly Secured and the payment of costs of Improvement Area #1 Projects within the District,
the issuance of bonds, and other matters related thereto. "Costs of Issuance Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture.
"Defeasance Securities" means Investment Securities then authorized by applicable law for the investment of funds to defease public securities. "Delinquency and Prepayment Reserve
Account" means the reserve account administered by the City and segregated from other funds of the City and established by Section 6.1 of this Indenture. "Delinquency and Prepayment
Reserve Requirement" means an amount equal to 3.85% of the principal amount of the Outstanding Bonds Similarly Secured to be funded from Assessment Revenues deposited to the Pledged
Revenue Fund. "Delinquent Collection Costs" means, for a Parcel, interest, penalties and other costs and expenses that are authorized by the PID Act and by the Assessment Ordinance
and that directly or indirectly relate to the collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under the Service and Assessment
Plan, including costs and expenses related to the foreclosure of liens. "Delivery Date" means August 16, 2021, which is the date of delivery of the Bonds to the initial purchaser
or purchasers thereof against payment therefor. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment
office designated by the Paying Agent/Registrar, which shall initially be located in Houston, Texas, and (ii) with respect to any successor Paying Agent/Registrar, the office of such
successor designated and located as may be agreed upon by the City and such successor. "Developer" means MM Anna 325, LLC, a Texas limited company, and any successor thereto. 8
“Developer Reimbursement Pledged Revenue Account” means the Account of such name established pursuant to Section 6.1. “Developer Reimbursement Amount” means an amount, not to exceed
$4,157,015.95, equal to the aggregate amount paid for Improvement Area #1 Project Costs out of the Improvement Area #1 Developer Improvement Account pursuant to one or more Certificates
for Payment that is to be reimbursed to Developer from the Improvement Area #1 Bond Improvement Account pursuant to one or more Certificates for Payment as further described in the
Construction, Funding and Acquisition Agreement and Section 6.5 of this Indenture. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate
the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received by the
City from the enforcement of the Assessments against any Assessed Property, whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs.
"Fund", in the singular, means any of the funds established pursuant to Section 6.1 of this Indenture, and "Funds", in the plural, means, collectively, all of the funds established
pursuant to Section 6.1 of this Indenture. "Improvement Area #1" means that portion of the District generally described in Section II of the Service and Assessment Plan and generally
shown in Exhibit A-2 to the Service and Assessment Plan and as specifically described in Exhibit L-2 to the Service and Assessment Plan. “Improvement Area #1 Developer Improvement
Account” means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5 of this Indenture. "Improvement Area #1 Improvements" means the Authorized Improvements
which only benefit the property located in the Improvement Area #1, and are described in Section III(B) and Exhibit G-1 to the Service and Assessment Plan. "Improvement Area #1 Project
Costs" means the Actual Costs, as defined in the Service and Assessment Plan (excluding Annual Collection Costs), solely for the Improvement Area #1 Projects. "Improvement Area #1
Projects" means, collectively, (i) the pro rata portion of the Major Improvements allocable to Improvement Area #1 and (ii) the Improvement Area #1 Improvements. 9 "Indenture" means
this Indenture of Trust as originally executed or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the
applicable provisions hereof. "Independent Appraisal" means, in establishing the appraised value, (i) the appraised value of a specific assessed parcel or assessed parcels, as applicable,
in Improvement Area #1 as established by publicly available data from the Collin Central Appraisal District, (ii) the Collin Central Appraisal District Chief Appraiser’s estimated assessed
valuation for completed homes (home and lot assessed valuation) and estimated lot valuation for lots on which homes are under construction in Improvement Area #1, (iii) an “as-complete”
appraisal delivered by an independent appraiser licensed in the State of Texas, which appraisal shall assume completion of the Improvement Area #1 Improvements to be funded with the
Bonds and the Additional Bonds, (iv) a certificate delivered to the City by a qualified independent third party (which party may be the Administrator or a licensed appraiser) certifying
on an individual lot type basis, the value of each lot in Improvement Area #1 based on either (x) the average gross sales price (which is the gross amount including escalations and
reimbursements due to the seller of the lots) for each lot type based on closings of lots in Improvement Area #1, or (y) the sales price in the actual lot purchase contracts in Improvement
Area #1. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may
be, to have experience in matters relating to the issuance and/or administration of the Bonds Similarly Secured; (ii) is in fact independent and not under the domination of the City;
(iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the District, or any real property in the District; and (iv)
is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bonds" means with respect to the Bonds,
the Initial Bonds authorized by Section 5.2 of this Indenture, and with respect to any other series of Bonds Similarly Secured, the Initial Bond set forth in a Supplemental Indenture.
"Interest Payment Date" means the date or dates upon which interest on any series of Bonds Similarly Secured is scheduled to be paid until their respective dates of maturity or prior
redemption, such dates being on March 15 and September 15 of each year, and commencing, with respect to the Bonds, March 15, 2022. "Investment Securities" means those authorized investments
described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are, at the time made, included in and authorized by the City’s official investment
policy as approved by the City Council from time to time. Such Investment Securities may include money market funds that are rated in either of the two highest categories by a rating
agency, including funds for which the Trustee and/or its affiliates provide investment advisory or other management services; provided that such money market funds are authorized investments
described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended. "Major Improvements" means the Authorized Improvements that confer special benefit to the entire
District, and as further described in Section III.A and depicted on Exhibit G-2 to the Service and Assessment Plan. 10 "Maximum Annual Debt Service" means the largest Annual Debt
Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds Similarly Secured. "Outstanding" means, as of any particular date
when used with reference to Bonds Similarly Secured, all Bonds Similarly Secured authenticated and delivered under this Indenture except (i) any Bond that has been canceled by the Trustee
(or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond
shall have been made as provided in Article IV, (iii) any Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to Section 3.10
and (iv) Bond alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Indenture. "Owner" means the Person who is the registered owner of
a Bond Similarly Secured or Bonds Similarly Secured, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds Similarly Secured are in book-entry
only form and held by DTC as securities depository in accordance with Section 3.11. "Parcel" or "Parcels" means a parcel or parcels within the District identified by either a tax
map identification number assigned by the Collin Central Appraisal District for real property tax purposes or by lot and block number in a final subdivision plat recorded in the real
property records of Collin County. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in this Indenture. "Person" or "Persons" means any
individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof. "Pledged Funds" means, collectively, the Pledged Revenue Fund (excluding the Developer Reimbursement Pledged Revenue Account), the Bond Fund, the Project Fund
(but excluding the Improvement Area #1 Developer Improvement Account), the Reserve Fund and the Redemption Fund. "Pledged Revenue Fund" means that fund established pursuant to Section
6.1 and administered pursuant to Section 6.3 of this Indenture. "Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the portion of the Assessments and Annual
Installments collected for the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held in any of the
Pledged Funds and (iii) any additional revenues that the City may pledge to the payment of the Bonds Similarly Secured. "Prepayment" means the payment of all or a portion of an Assessment
before the due date thereof. Amounts received at the time of a Prepayment which represent a payment of principal, 11 interest or penalties on a delinquent installment of an Assessment
are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment. "Principal and Interest Account" means the Account in the
Bond Fund established pursuant to Section 6.1 of this Indenture. "Project Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5. "Purchaser"
means the initial purchaser of each series of Bonds Similarly Secured. "Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the Treasury Regulations.
"Rebate Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.8. "Record Date" means the close of business on the last Business Day of the
month next preceding an Interest Payment Date. "Redemption Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.6. "Redemption Price"
means, when used with respect to any Bond or portion thereof, the principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus accrued and unpaid
interest on such Bond to the date fixed for redemption payable upon redemption thereof pursuant to this Indenture. "Refunding Bonds" means bonds issued to refund all or any portion
of the Outstanding Bonds Similarly Secured and secured by a parity lien with the Outstanding Bonds Similarly Secured on the Pledged Revenues, as more specifically described in the Supplemental
Indenture authorizing such Refunding Bonds. "Register" means the register specified in Article III of this Indenture. “Reimbursement Agreement” means the “Sherley Public Improvement
District No. 2 Improvement Area #1 Reimbursement Agreement” between the City and the Developer, dated as of July 27, 2021 which provides for the payment of costs to the Developer for
funds advanced by the Developer and used to pay costs of the Improvement Area #1 Projects and other matters related thereto. “Reimbursement Fund” means that fund of such name established
pursuant to Section 6.1. "Reserve Account" means the Account in the Reserve Fund established pursuant to Section 6.1 of this Indenture. 12 "Reserve Fund" means that fund established
pursuant to Section 6.1 and administered pursuant to Section 6.7. "Reserve Fund Obligations" means cash or Investment Securities. "Reserve Account Requirement" means the least of:
(i) Maximum Annual Debt Service on the Bonds as of the date of issuance, (ii) 125% of average Annual Debt Service on the Bonds as of the date of issuance, and (iii) 10% of the proceeds
of the Bonds; provided, however, that such amount shall be reduced by the amount of any transfers made pursuant to Section 6.7(c); and provided further that as a result of (1 an optional
redemption pursuant to Section 4.3 or (2) an extraordinary optional redemption pursuant to Section 4.4, the Reserve Account Requirement shall be reduced by a percentage equal to the
pro rata principal amount of Bonds redeemed by such redemption divided by the total principal amount of the Outstanding Bonds prior to such redemption. As of the Delivery Date, the
Reserve Account Requirement is $575,460.00 which is an amount equal to the Reserve Account Requirement defined above. "Service and Assessment Plan" means the document, including the
Assessment Roll, which is attached as Exhibit E-1 to the Service and Assessment Plan attached as Exhibit A to the Assessment Ordinance, as may be updated, amended and supplemented from
time to time. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of a Stated Maturity of Bonds Similarly Secured payable from such installments
at the times and in the amounts provided in Section 4.2. "Special Record Date" has the meaning set forth in in the form of Bond included in Section 5.2 hereof. "State" means the
State of Texas. "Stated Maturity" means the date the Bonds Similarly Secured, or any portion of the Bonds Similarly Secured, as applicable, are scheduled to mature without regard to
any redemption or Prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and a City Representative pursuant to an ordinance adopted by
the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder. "Treasury Regulations"
shall have the meaning assigned to such term in Section 7.5(c). "Trust Estate" means the Trust Estate described in the granting clauses of this Indenture, and the Trust Estate shall
only include Pledged Revenues related to the Assessments levied on the Assessed Property within Improvement Area #1, unless the City pledges additional revenues to the payment of the
Bonds Similarly Secured, which additional pledge may only be created in a Supplemental Indenture. "Trustee" means Regions Bank, an Alabama state banking corporation with offices in
Houston, Texas, in its capacity as trustee hereunder, and its successors, and any other corporation 13 or association that may at any time be substituted in its place, as provided
in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds Similarly Secured. "Value of Investment Securities" means the amortized value of any Investment
Securities, provided, however, that all United States of America, United States Treasury Obligations – State and Local Government Series shall be valued at par and those obligations
which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations shall include accrued interest on the
investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition "amortized value," when used with respect to a security purchased
at par means the purchase price of such security and when used with respect to a security purchased at a premium above or discount below par, means as of any subsequent date of valuation,
the value obtained by dividing the total premium or discount by the number of interest payment dates remaining to maturity on any such security after such purchase and by multiplying
the amount as calculated by the number of interest payment dates having passed since the date of purchase and (i) in the case of a security purchased at a premium, by deducting the
product thus obtained from the purchase price, and (ii) in the case of a security purchased at a discount, by adding the product thus obtained to the purchase price. Section 1.2.
Findings. The declarations, determinations and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated and made a part of the operative provisions
hereof. Section 1.3. Table of Contents, Titles and Headings. The table of contents, titles, and headings of the Articles and Sections of this Indenture have been inserted for convenience
of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given
any effect in construing this Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the
context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular
number shall be construed to include correlative words of the plural number and vice versa. (b) Words importing persons include any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a
particular Article or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. 14 ARTICLE II THE BONDS Section 2.1. Security for the
Bonds. (a) The Bonds, as to principal, interest and redemption premium, if any, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the
Trust Estate. (b) The lien on and pledge of the Trust Estate shall be valid and binding and fully perfected from and after the Delivery Date, without physical delivery or transfer
of control of the Trust Estate, the filing of this Indenture or any other act; all as provided in Chapter 1208 of the Texas Government Code, as amended, which applies to the issuance
of the Bonds and the pledge of the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If State law is amended at any
time while the Bond Similarly Secured are Outstanding such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject to the filing requirements of
Chapter 9, Business and Commerce Code, then in order to preserve to the registered owners of the Bond Similarly Secured the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under State law to comply with the applicable provisions of Chapter 9, Business and Commerce Code and enable
a filing to perfect the security interest in said pledge to occur. Section 2.2. Limited Obligations. The Bond Similarly Secured are special and limited obligations of the City,
payable solely from and secured solely by the Trust Estate, including the Pledged Revenues; and the Bond Similarly Secured shall never be payable out of funds raised or to be raised
by taxation or from any other revenues, properties or income of the City. Section 2.3. Authorization for Indenture. The terms and provisions of this Indenture and the execution
and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council. The City has ascertained and it is hereby determined and declared that
the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and that each and every covenant or agreement
herein contained and made is necessary, useful and/or convenient in order to better secure the Bond Similarly Secured and is a contract or agreement necessary, useful and/or convenient
to carry out and effectuate the purposes herein described. Section 2.4. Contract with Owners and Trustee. (a) The purposes of this Indenture are to establish a lien and the security
for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the Bond Similarly Secured and to prescribe the rights of the Owners, and the
rights and duties of the City and the Trustee. 15 (b) In consideration of the purchase and acceptance of any or all of the Bond Similarly Secured by those who shall purchase and
hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owner, and shall be deemed to be and shall constitute a contract
among the City, the Owners, and the Trustee. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.1. Authorization. The Bond are hereby authorized
to be issued and delivered in accordance with the Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued in the aggregate principal amount
of $9,400,000 for the purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition
and construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental
to the organization of the District, and (v) paying the costs of issuance of the Bonds. Section 3.2. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall
be dated the Delivery Date and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons, and shall be numbered separately from R-1 upward,
except the Initial Bond, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the later of the Delivery Date or the most recent Interest Payment Date
to which interest has been paid or provided for, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below, or on a date of
earlier redemption, or otherwise provided for. Such interest shall be payable semiannually on March 15 and September 15 of each year, commencing March 15, 2022, computed on the basis
of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 15 in the years and in the principal amounts and shall bear interest at the rates set forth below:
Year Principal Amount Interest Rate 2026 $ 752,000 3.250% 2031 1,101,000 3.750 2041 2,984,000 4.000 2051 4,563,000 4.250 (d) The Bonds shall be subject to mandatory sinking fund
redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV, 16 and shall otherwise have the terms, tenor, denominations, details,
and specifications as set forth in the form of Bond set forth in Section 5.2. Section 3.3. Conditions Precedent to Delivery of Bonds. The Bonds shall be executed by the City and
delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City,
but only upon delivery to the Trustee of: (a) a certified copy of the Assessment Ordinance; (b) a certified copy of the Bond Ordinance; (c) a copy of the executed Reimbursement
Agreement and the Construction, Funding and Acquisition Agreement, with all executed amendments thereto; (d) a copy of this Indenture executed by the Trustee and the City; (e) an
executed City Order directing the authentication and delivery of the Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are
to be delivered, stating the purchase price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee; (f) an executed Signature and No-Litigation
Certificate; (g) an executed opinion of Bond Counsel; and (h) the approving opinion of the Attorney General of the State and the State Comptroller’s registration certificate. Section
3.4. Medium, Method and Place of Payment. (a) Principal of and interest on the Bonds Similarly Secured shall be paid in lawful money of the United States of America, as provided
in this Section. (b) Interest on the Bonds Similarly Secured shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date
or Special Record Date, as applicable. (c) Interest on the Bonds Similarly Secured shall be paid by check, dated as of the Interest Payment Date, and sent, first class United States
mail, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each as such appears in the Register or by such other customary banking arrangement acceptable to
the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. (d) The principal of each Bond Similarly
Secured shall be paid to the Owner of such Bond on the due date thereof, whether at the maturity date or the date of prior redemption 17 thereof, upon presentation and surrender of
such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds Similarly Secured
shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are
required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which
banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section
3.2 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the
account of the Owner of the Bonds Similarly Secured to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar law of the State, any such payments
remaining unclaimed by the Owners entitled thereto for three (3) years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds
Similarly Secured thereafter coming due and, to the extent any such money remains after the retirement of all Outstanding Bonds Similarly Secured, shall be paid to the City to be used
for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be liable or responsible to any holders of such Bonds Similarly Secured for
any further payment of such unclaimed moneys or on account of any such Bonds Similarly Secured, subject to any applicable escheat law or similar law of the State. Section 3.5. Execution
and Registration of Bonds Similarly Secured. (a) The Bonds Similarly Secured shall be executed on behalf of the City by the Mayor and City Secretary, by their manual or facsimile
signatures, and the official seal of the City shall be impressed or placed in facsimile thereon such facsimile signatures on the Bonds Similarly Secured shall have the same effect as
if each of the Bonds Similarly Secured had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds Similarly Secured shall have the same effect
as if the official seal of the City had been manually impressed upon each of the Bonds Similarly Secured. (b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds Similarly Secured ceases to be such officer before the authentication of such Bonds Similarly Secured or before the delivery thereof, such manual or facsimile signature
nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit of this Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein,
duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee
sign the Certificate of Trustee on all of the Bonds Similarly Secured. In lieu of the executed Certificate of Trustee described above, the Initial Bond delivered on the Delivery Date
shall have attached thereto the Comptroller’s 18 Registration Certificate substantially in the form provided herein, manually executed by the Comptroller, or by his duly authorized
agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General, is a valid and binding obligation of the City, and has been registered
by the Comptroller. (d) On the Delivery Date of each respective series of Bonds Similarly Secured, one Initial Bond representing the entire principal amount of all Bonds Similarly
Secured of such series, payable in stated installments to the Purchaser, or its designee, executed with the manual or facsimile signatures of the Mayor and the City Secretary, approved
by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such Purchaser or its designee. Upon payment for the Initial Bond of each series,
the Trustee shall cancel such Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive Bond Similarly Secured for each year of maturity of said series of
Bonds Similarly Secured, in the aggregate principal amount of all Bonds Similarly Secured of such series and maturity, registered in the name of Cede & Co., as nominee of DTC. Section
3.6 Refunding Bonds. (a) Except in accordance with the provisions of this Indenture, including Section 13.2, the City shall not issue additional bonds, notes or other obligations
payable from any portion of the Trust Estate, other than Additional Bonds and Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds of which would be
utilized to refund all or any portion of the Outstanding Bonds Similarly Secured or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by
the laws of the State of Texas and Additional Bonds as outlined herein. Except as limited by the terms of this Indenture, including Section 13.2, the City reserves the right to incur
debt payable from sources other than the Trust Estate, including revenue derived from contracts with other entities, including private corporations, municipalities and political subdivisions
issued particularly for the purchase, construction, improvement, extension, replacement, enlargement or repair of the facilities needed in performing any such contract. (b) The principal
of all Refunding Bonds must be scheduled to be paid, be subject to mandatory sinking fund redemption or mature on September 15 of the years in which such principal is scheduled to be
paid. All Refunding Bonds must bear interest at a fixed rate and any interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate or rates of interest
on, interest payment dates, maturity dates, redemption and all other terms and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture. (c) Upon their authorization
by the City, the Refunding Bonds of a series issued under this Section 3.6 and in accordance with Article IV hereof shall be issued and shall be delivered to the purchasers or owners
thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee the items required by Section
3.3 above. Section 3.7. Ownership. (a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat the Person in whose name any Bond is registered as the absolute
owner of such Bond for the 19 purpose of making and receiving payment as provided herein (except interest shall be paid to the Person in whose name such Bond is registered on the Record
Date or Special Record Date, as applicable) and for all other purposes, whether or not such Bond is overdue, and none of the City, the Trustee or the Paying Agent/Registrar shall be
bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of any Bond shall be valid and effectual and shall discharge the liability of the City, the Trustee
and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.8. Registration, Transfer and Exchange. (a) So long as any Bond remains Outstanding, the
City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject to such reasonable regulations as it may prescribe, the Paying
Agent/Registrar shall provide for the registration and transfer of Bonds Similarly Secured in accordance with this Indenture. The Paying Agent/Registrar represents and warrants that
it will maintain a copy of the Register, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable. (b) A Bond
shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence
of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds Similarly Secured shall be exchangeable
upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond Similarly Secured or Bonds Similarly Secured of the same
maturity and interest rate and in any Authorized Denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee
is hereby authorized to authenticate and deliver Bonds Similarly Secured exchanged for other Bonds Similarly Secured in accordance with this Section. (d) The Trustee is hereby authorized
to authenticate and deliver Bonds Similarly Secured transferred or exchanged in accordance with this Section. A new Bond Similarly Secured or Bonds Similarly Secured will be delivered
by the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, postage prepaid,
to the Owner or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the
City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such transferred
Bond is delivered. (e) Each exchange Bond Similarly Secured delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be
entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such exchange Bond is delivered.
20 (f) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of any of the Bonds Similarly Secured.
The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with
the registration, transfer, or exchange of a Bond. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond or portion thereof
called for redemption prior to maturity within forty-five (45) days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange
by the Owner of the uncalled principal balance of a Bond. Section 3.9. Cancellation. All Bonds Similarly Secured paid or redeemed before scheduled maturity in accordance with this
Indenture, and all Bonds Similarly Secured in lieu of which exchange Bonds Similarly Secured or replacement Bonds Similarly Secured are authenticated and delivered in accordance with
this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture provision is made for
the cancellation by the Trustee of any Bonds Similarly Secured, the Trustee shall dispose of cancelled Bonds Similarly Secured in accordance with its record retention policies. Section
3.10. Temporary Bonds Similarly Secured. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds Similarly Secured or a particular
series of Bonds Similarly Secured, the proper officers of the City may execute and, upon the City’s request, the Trustee shall authenticate and deliver, one or more temporary Bonds
Similarly Secured that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds Similarly
Secured in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing
such temporary Bonds Similarly Secured may determine, as evidenced by their signing of such temporary Bonds Similarly Secured. (b) Until exchanged for Bonds Similarly Secured in
definitive form, such Bonds Similarly Secured in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable delay, shall prepare,
execute and deliver to the Trustee the Bonds Similarly Secured in definitive form; thereupon, upon the presentation and surrender of the Bond Similarly Secured or Bonds Similarly Secured
in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds Similarly Secured in temporary form and the Trustee shall authenticate and deliver
in exchange therefor a Bond Similarly Secured or Bonds Similarly Secured of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate
principal amount, as the Bond Similarly Secured or Bonds Similarly Secured in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner. 21 Section 3.11. Replacement Bonds Similarly Secured. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Trustee shall authenticate
and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may
require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses
connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Trustee, pursuant to the applicable laws of the State and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount bearing a number
not contemporaneously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his
or her ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar
and the Trustee to save them and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees
of the Trustee and the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements
imposed by the City and the Trustee. (c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued
presents for payment such original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the Person to whom it was delivered or any Person
taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense
incurred by the City, the Paying Agent/Registrar or the Trustee in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual
obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which
such replacement Bond is delivered. 22 Section 3.12. Book-Entry-Only System. (a) The Bonds Similarly Secured shall initially be issued in book-entry-only form and shall be deposited
with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the blanket issuer letter of representations from the City to DTC. On the Delivery
Date, the definitive Bonds Similarly Secured shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of Cede & Co., as nominee
for DTC. (b) With respect to Bonds Similarly Secured registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility
or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds Similarly Secured. Without limiting the immediately preceding
sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant
with respect to any ownership interest in the Bonds Similarly Secured, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of
any notice with respect to the Bonds Similarly Secured, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as
shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds Similarly Secured. Notwithstanding any other provision of this Indenture
to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered in the Register as the absolute owner
of such Bond for the purpose of payment of principal of, premium, if any, and interest on Bonds Similarly Secured, for the purpose of giving notices of redemption and other matters
with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of, premium, if any, and interest on the Bonds Similarly Secured only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all
such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds
Similarly Secured to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the
City to make payments of amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute
a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed to the registered owner at the close of
business on the Record Date or Special Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 3.13. Successor Securities
Depository: Transfer Outside Book-Entry-Only System. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the blanket
issuer letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and
Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds Similarly Secured
to such successor securities depository; or (ii) notify DTC and 23 DTC Participants of the availability through DTC of certificated Bonds Similarly Secured and cause the Paying Agent/Registrar
to transfer one or more separate registered Bonds Similarly Secured to DTC Participants having Bonds Similarly Secured credited to their DTC accounts. In such event, the Bonds Similarly
Secured shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities
depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds Similarly Secured shall designate, in accordance with the provisions of this Indenture.
Section 3.14. Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds Similarly Secured are registered in the name of
Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds Similarly Secured, and all notices with respect to such Bonds Similarly
Secured shall be made and given, respectively, in the manner provided in the blanket letter of representations from the City to DTC. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption. The Bonds shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Section 4.2. Mandatory Sinking
Fund Redemption. (a) The Bonds maturing on September 15 in each of the years 2026, 2031, 2041 and 2051 (collectively, the “Term Bonds”), are subject to mandatory sinking fund redemption
prior to their respective maturities and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of
the Bond Fund pursuant to Article VI, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule: 24 Term Bonds maturing September 15, 2026
Redemption Date Sinking Fund Installment Amount 2023 $179,000 2024 185,000 2025 191,000 2026* 197,000 Term Bonds maturing September 15, 2031 Redemption Date Sinking Fund Installment
Amount 2027 $204,000 2028 212,000 2029 220,000 2030 228,000 2031* 237,000 Term Bonds maturing September 15, 2041 Redemption Date Sinking Fund Installment Amount 2032 $247,000 2033
257,000 2034 268,000 2035 279,000 2036 290,000 2037 302,000 2038 315,000 2039 328,000 2040 342,000 2041* 356,000 Term Bonds maturing September 15, 2051 Redemption Date Sinking Fund
Installment Amount 2042 $372,000 2043 388,000 2044 405,000 2045 424,000 2046 443,000 2047 463,000 2048 483,000 2049 505,000 2050 528,000 2051* 552,000 * Stated Maturity. (b)
At least thirty (30) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by this Indenture, the Trustee shall select by lot, or
by any other customary method that results in a random selection, a principal amount of Bonds 25 of such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed,
shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such mandatory sinking fund redemption, as provided in Section
4.6. (c) The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced, at
the option of the City, by the principal amount of any Bonds of such maturity which, at least 30 days prior to the sinking fund redemption date shall have been acquired by the City
at a price not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The Sinking
Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced in integral multiples
of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or
extraordinary optional redemption provisions in Sections 4.3 and 4.4, respectively, hereof. Section 4.3. Optional Redemption. The City reserves the right and option to redeem Bonds
before their scheduled maturity date, in whole or in part, on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price.
Section 4.4. Extraordinary Optional Redemption. The City reserves the right and option to redeem Bonds before their respective scheduled maturity dates, in whole or in part, on
the fifteenth day of any month, at the Redemption Price, from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the Redemption Fund
as provided in Section 6.7(c)) or any other transfers to the Redemption Fund under the terms of this Indenture. Section 4.5. Partial Redemption. (a) If less than all of the Bonds
are to be redeemed pursuant to either Sections 4.3 or 4.4, Bonds shall be redeemed in increments of $1,000 by any method selected by the Trustee that results in a random selection,
provided that no redemption shall cause the principal amount of any Bond to be less than the minimum Authorized Denomination for such Bond. Notwithstanding the foregoing, if any Bonds
are to be partially redeemed and such redemption results in the redemption of a portion of a single Bond in an amount less than the Authorized Denomination in effect at that time, a
Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued, and notwithstanding any other provision of this Indenture, such Bond may be assigned
a CUSIP number. Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by the minimum Authorized Denomination
for such Bond. 26 (b) A portion of an Outstanding Bond of any one maturity may be redeemed, but only in a principal amount equal to $1,000 or any integral thereof. If a portion
of an Outstanding Bond of a maturity is selected for redemption pursuant to subsection 4.5(a) hereof, the Trustee shall select the Outstanding Bonds of such maturity to be redeemed
by lot or in any manner deemed fair by the Trustee. The Trustee shall treat each $1,000 portion of such Bond as though it were a single Bond for purposes of selection for redemption.
No redemption shall result in a Bond in a denomination of less than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination
after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. Section 4.6. Notice of Redemption
to Owners. (a) Upon written direction from the City to the Trustee of the exercise of any redemption provision provided hereunder, the Trustee shall give notice of any redemption
of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond or portion thereof
to be redeemed, at the address shown in the Register. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for
payment, and, if less than all the Bonds Outstanding are to be redeemed, and subject to Section 4.5, an identification of the Bonds or portions thereof to be redeemed, any conditions
to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. (c) Any notice given
as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. (d) With respect to any optional redemption of
the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the
City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth
in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice shall be of no
force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed.
(e) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to the
date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full
of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. Upon written direction from the City, the Trustee shall
mail notice of rescission of redemption in the same manner notice of redemption was originally provided. 27 Section 4.7. Payment Upon Redemption. (a) The Trustee shall make provision
for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise received by the Trustee from the City
and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption
at the designated corporate trust office of the Trustee on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond to the date of redemption
from the moneys set aside for such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in Section 4.6 of this Indenture, the Bonds or
portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds to the
date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether
or not such Bonds are presented and surrendered for payment on such date. ARTICLE V FORM OF THE BONDS Section 5.1. Form Generally. (a) The Bonds, including the Registration
Certificate of the Comptroller, the Certificate of the Trustee, and the Assignment to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article with
such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Indenture, and (ii) may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds, as evidenced
by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General may be typewritten and photocopied
or otherwise reproduced. 28 Section 5.2. Form of the Bonds. (a) Form of Bond. REGISTERED NO. ______ United States of America State of Texas CITY OF ANNA, TEXAS SPECIAL
ASSESSMENT REVENUE BOND, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) REGISTERED $__________ INTEREST RATE MATURITY DATE DELIVERY DATE
CUSIP NUMBER ______% September 15, 20__ __________, 2021 __________ The City of Anna, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate,
to or registered assigns, on the Maturity Date, as specified above, the sum of ______________________________ DOLLARS unless this Bond shall have been sooner called for
redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof
from the later of the Delivery Date, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have
been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually
on March 15 and September 15 of each year, commencing March 15, 2022. Capitalized terms appearing herein that are defined terms in the Indenture (defined below) have the meanings
assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange
or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer
Office"), of NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. ______________________________________ 29 Regions Bank, as trustee and paying agent/registrar (the "Trustee"), or, with respect
to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment
Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to
the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall
be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the last Business Day of the month next preceding such Interest Payment
Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date
by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding
the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions
in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding
Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of assessment
revenue bonds of the City having the designation specified in its title (herein referred to as the "Bonds"), dated as of the Delivery Date and issued in the aggregate principal amount
of $9,400,000 and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of August 1, 2021 (the "Indenture"), by and between the City and the Trustee,
to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder
to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which
each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued
for the purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction
of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization
of the District, and (v) paying the costs of issuance of the Bonds. The Bonds are special, limited obligations of the City payable solely from the Trust Estate. Reference is hereby
made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties
and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions
of the Indenture. 30 IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding Bonds payable from and secured by a lien on and pledge of the sources described above on
a parity with this Bond. Notwithstanding any provision hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased
by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered
bonds only in denominations of $100,000 and any multiple of $1,000 in excess thereof ("Authorized Denominations"). Except to the extent permitted by the Indenture, the City prohibits
the breaking up or allocation of CUSIP numbers to any Bond or Bonds in denominations of less than $100,000, and any attempt to do so will be void and of no effect. The Bonds maturing
on September 15 in the years 2026, 2031, 2041 and 2051 (collectively, "Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be
redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the Indenture,
on the dates and in the respective sinking fund installments as set forth in the following schedule: Term Bonds maturing September 15, 2026 Redemption Date Sinking Fund Installment
Amount 2023 $179,000 2024 185,000 2025 191,000 2026* 197,000 Term Bonds maturing September 15, 2031 Redemption Date Sinking Fund Installment Amount 2027 $204,000 2028 212,000 2029
220,000 2030 228,000 2031* 237,000 31 Term Bonds maturing September 15, 2041 Redemption Date Sinking Fund Installment Amount 2032 $247,000 2033 257,000 2034 268,000 2035 279,000
2036 290,000 2037 302,000 2038 315,000 2039 328,000 2040 342,000 2041* 356,000 Term Bonds maturing September 15, 2051 Redemption Date Sinking Fund Installment Amount 2042 $372,000
2043 388,000 2044 405,000 2045 424,000 2046 443,000 2047 463,000 2048 483,000 2049 505,000 2050 528,000 2051* 552,000 * Stated Maturity. At least thirty (30) days prior to each
sinking fund redemption date, and subject to any prior reduction authorized by the Indenture, the Trustee shall select for redemption by lot, or by any other customary method that results
in a random selection, a principal amount of Bonds of such maturity equal to the sinking fund installments of such Bonds to be redeemed, shall call such Bonds for redemption on such
scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section 4.6 of the Indenture. The principal amount of Bonds required to
be redeemed on any sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 30 days prior to the
sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase
thereof, and delivered to the Trustee for cancellation. The Sinking Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption shall be reduced
in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional
redemption or extraordinary optional redemption provisions in the Indenture and not previously credited to a mandatory sinking fund redemption. 32 The City reserves the right and
option to redeem Bonds before their scheduled maturity date, in whole or in part, on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City,
at the Redemption Price. The Bonds are subject to extraordinary optional redemption prior to maturity in whole or in part, on the fifteenth day of any month, at the Redemption Price
from amounts on deposit in the Redemption Fund as a result of Prepayments or any other transfers to the Redemption Fund under the terms of the Indenture. A portion of an Outstanding
Bond of any one maturity may be redeemed, but only in a principal amount equal to $1,000 or any integral thereof. If a portion of an Outstanding Bond of a maturity is selected for
redemption pursuant to the Indenture, the Trustee shall select the Outstanding Bonds of such maturity to be redeemed by lot or in any manner deemed fair by the Trustee. The Trustee
shall treat each $1,000 portion of such Bond as though it were a single Bond for purposes of selection for redemption. No redemption shall result in a Bond in a denomination of less
than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination after giving effect to such partial redemption, a Bond
in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. Upon written direction from the City to the Trustee of the exercise of any redemption
provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than
30 days before the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption
date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the
Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such
Bond shall become due and payable. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. With respect to any optional
redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice
may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites
set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice shall
be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not
been redeemed. The City has the right to rescind any optional redemption or extraordinary optional redemption described in the Indenture by written notice to the Trustee on or prior
to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment
in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the 33 Indenture. Upon written direction from the City, the Trustee
shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected
by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf
of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent or waiver
by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued
upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture, this
Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the
Trustee, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of
such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate principal
amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for redemption
where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the
registered owner of the uncalled principal balance of a Bond. The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the owner hereof
for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record Date,
as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER THE FULL
FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to
be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that
the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation. IN WITNESS WHEREOF, the City Council of the City has caused this
Bond to be executed under the official seal of the City. 34 ____________________________ City Secretary Mayor
[CITY SEAL] (b) Form of Comptroller’s Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond: REGISTRATION
CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ______________ THE STATE OF TEXAS § I HEREBY CERTIFY THAT there
is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this
day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________. _______________________________ Comptroller of Public Accounts of the State of
Texas [SEAL] (c) Form of Certificate of Trustee. CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within
mentioned Indenture. REGIONS BANK, as Trustee DATED: _________________ By: _____________________________ 35 Authorized Signatory (d) Form of Assignment. ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name and address, including zip code, of Transferee.) ____________________________________________
_________________________________ _____________________________________________________________________________ _____________________________________________________________________________
(Social Security or other identifying number: ____________________________) the within Bond and all rights hereunder, and hereby irrevocably constitutes and appoints _______________________________
____________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________
Signature Guaranteed by: ___________________________________ Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner
as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee. (e) The Initial Bond shall be in the form set forth
in paragraphs (a) through (d) of this section, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall
both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity
Date, as specified above, the sum of ______________________________ DOLLARS" shall be deleted and the following will be inserted: "on September 15 in each of the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule: Year Principal Amount Interest Rate" (Information to be inserted from Section 3.2(c));
and 36 (iii) the Initial Bond shall be numbered T-1. Section 5.3. CUSIP Registration. The City may secure identification numbers through CUSIP Global Services, managed by
S&P Global Markets Intelligence on behalf of the American Bankers Association, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and none of the City, the attorneys
approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Except as authorized under Section 4.5 hereof, the
City prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000,
and any attempt to accomplish either of the foregoing shall be void and of no effect. The Trustee may include in any redemption notice a statement to the effect that the CUSIP numbers
on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Bondholders and that neither the City nor the Trustee shall
be liable for any inaccuracies in such numbers. Section 5.4. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond over the certification
of the City Secretary of the City, which may be executed in facsimile. ARTICLE VI FUNDS AND ACCOUNTS Section 6.1. Establishment of Funds and Accounts. (a) Creation of Funds.
The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; (iii) Project Fund; (iv) Reserve Fund; (v) Redemption
Fund; (vi) Rebate Fund; (vii) Administrative Fund; and (viii) Reimbursement Fund. 37 (b) Creation of Accounts. (i) The following Accounts are hereby created and established
under the Bond Fund: (A) Capitalized Interest Account; and (B) Principal and Interest Account. (ii) The following Accounts are hereby created and established under the
Reserve Fund: (A) Reserve Account; and (B) Delinquency and Prepayment Reserve Account. (iii) The following Accounts are hereby created and established under the Project
Fund: (A) Improvement Area #1 Bond Improvement Account; (B) Improvement Area #1 Developer Improvement Account; and (C) Costs of Issuance Account. (iv) The following Accounts are hereby
created and established under the Pledged Revenue Fund: (A) Bond Pledged Revenue Account; and (B) Developer Reimbursement Pledged Revenue Account. (c) Each Fund and each Account
created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall
be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds Similarly Secured. The Improvement Area #1 Developer Improvement Account
shall constitute a trust fund which shall be held in trust by the Trustee solely for the benefit of the City. The Improvement Area #1 Developer Improvement Account and the Developer
Reimbursement Pledged Revenue Account shall not be part of the Trust Estate and shall not be security for the Bonds Similarly Secured. Amounts in the Improvement Area #1 Developer
Improvement Account and the Developer Reimbursement Pledged Revenue Account shall not be used to pay the principal of or interest on the Bonds Similarly Secured. Amounts on deposit
in the Funds and Accounts shall be used solely for the purposes set forth herein. 38 (d) Interest earnings and profit on each respective Fund and Account established by this Indenture
shall be applied or withdrawn for the purposes of such Fund or Account as specified below. Section 6.2. Initial Deposits to Funds and Accounts. (a) The proceeds from the sale of
the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows: (i) to the Capitalized Interest Account of the Bond Fund: $ 409,546.76; (ii) to the
Reserve Account of the Reserve Fund: $575,460.00, which is equal to the initial Reserve Account Requirement; (iii) to the Costs of Issuance Account of the Project Fund: $569,882.95;
(iv) to the Improvement Area #1 Bond Improvement Account of the Project Fund: $7,507,640.05; and (v) to the Administrative Fund: $35,000.00. (b) Funds received from the Developer
on the Delivery Date in the amount of $4,157,015.95 shall be deposited to the Improvement Area #1 Developer Improvement Account. Section 6.3. Pledged Revenue Fund. (a) Periodically
upon receipt thereof, the City shall transfer to the Trustee for deposit to the Pledged Revenue Fund the Assessments and Annual Installments, other than the portion of the Assessments
and Annual Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, which shall be deposited to the Administrative Fund in accordance with Section
6.9 hereof. Following such deposit to the Pledged Revenue Fund, the City shall transfer or cause to be transferred the following amounts from the Pledged Revenue Fund to the following
Accounts: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund, an amount sufficient to pay debt service on the Bonds Similarly Secured next coming due, (ii) second,
if necessary, to the Reserve Account of the Reserve Fund, an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement, and (iii) third, to the Developer
Reimbursement Pledged Revenue Account of the Pledged Revenue Fund to pay the Developer for costs of Improvement Area #1 Projects that have been paid from the Developer Improvement Account
of the Project Fund (pursuant to the terms of the Improvement Area #1 Reimbursement Agreement). Notwithstanding the foregoing, the Additional Interest shall only be utilized for the
purposes set forth in Section 6.7 hereof and, immediately following the initial deposit to the Pledged Revenue Fund, prior to any other transfers or deposits being made under this Section
6.3(a), if the Delinquency and Prepayment Reserve Account of the Reserve Fund does not contain the Delinquency and Prepayment Reserve Requirement and Additional Interest is collected,
then all such Additional Interest will be transferred into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement is met. In addition,
in the event the City owes Rebatable Arbitrage to the United States Government pursuant to Section 6.8 hereof, the City shall provide written direction to the 39 Trustee to transfer
to the Rebate Fund, prior to any other transfer under this Section 6.3(a), the full amount of Rebatable Arbitrage owed by the City, as further described in Section 6.11(f) hereof.
If any funds remain on deposit in the Pledged Revenue Fund after the foregoing deposits are made, the City shall have the option, in its sole and absolute discretion, to use such excess
funds for any one or more of the following purposes: (i) pay other costs of the Improvement Area #1 Projects, (ii) pay other costs permitted by the PID Act, including the funding of
any obligations due to the Developer with funds deposited to the Developer Reimbursement Pledged Revenue Account, or (iii) deposit such excess into the Redemption Fund to redeem Bonds
Similarly Secured as provided in Article IV. Along with each transfer to the Trustee, the City shall provide a certificate as to the funds, accounts and payments into which the amounts
are to be deposited or paid. Moneys transferred to the Developer Reimbursement Pledged Revenue Account shall not be a part of the Trust Estate and are not security for the Bonds Similarly
Secured. (b) From time to time as needed to pay the obligations relating to the Bonds Similarly Secured, but no later than five (5) Business Days before each Interest Payment Date,
the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit
in such Principal and Interest Account and any expected transfers from the Capitalized Interest Account to the Principal and Interest Account, such that the amount on deposit in the
Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds Similarly Secured on the next Interest Payment Date. (c)
If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph (b) above,
the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments)
on the Bonds Similarly Secured. (d) The Trustee shall transfer Prepayments to the Redemption Fund to be used to redeem Bonds Similarly Secured pursuant to Section 4.4 promptly after
deposit of such amounts into the Pledged Revenue Fund. (e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall transfer such Foreclosure
Proceeds first to the Reserve Fund to restore any transfers from the Accounts within the Reserve Fund made with respect to the particular Assessed Property to which the Foreclosure
Proceeds relate (first, to replenish the Reserve Account Requirement and second, to replenish the Delinquency & Prepayment Reserve Requirement), and second, to the Redemption Fund to
be used to redeem Bonds Similarly Secured pursuant to Section 4.4. (f) Subject to the provisions of the Reimbursement Agreement, from time to time as needed to pay the obligations
relating to Actual Costs of the Improvement Area #1 Projects that are paid with funds withdrawn from the Developer Improvement Account of the Project Fund, the Trustee shall withdraw
from the Developer Reimbursement Pledged Revenue Account and transfer to the Reimbursement Fund such amount needed to pay the Developer for funds withdrawn from the Developer Improvement
Account of the Project Fund and used to fund the Developer Reimbursement Amount of the Improvement Area #1 Projects. When all amounts due 40 to the Developer to pay it for the funds
withdrawn from the Developer Improvement Account of the Project Fund have been paid to the Developer, whether through Assessments received and applied in accordance with this Indenture
and the Service and Assessment Plan or an Annual Service Plan Update, or through the proceeds of Additional Bonds, no further deposits shall be made to the Developer Reimbursement Pledged
Revenue Account and the Developer Reimbursement Pledged Revenue Account shall be closed. (g) After satisfaction of the deposits required by Section 6.3(a), the Trustee shall transfer
any Pledged Revenues remaining in the Pledged Revenue Fund for the purposes set forth in Section 6.3(a) hereof as directed by the City in a City Order. Section 6.4. Bond Fund.
(a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking
Fund Installments) and interest then due and payable on the Bonds Similarly Secured, less any amount to be used to pay interest on the Bonds Similarly Secured on such Interest Payment
Date from the Capitalized Interest Account as provided below. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above,
the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency pursuant to Section 6.7(f). Amounts so withdrawn from the Reserve Fund shall be deposited
in the Principal and Interest Account and transferred to the Paying Agent/Registrar. (c) Moneys in the Capitalized Interest Account shall be used for the payment of all interest
due on the Bonds on March 15, 2022 and September 15, 2022. Not later than five Business Days prior to the Interest Payment Date specified above, the Trustee shall withdraw from the
Capitalized Interest Account and transfer to the Principal and Interest Account of the Bond Fund all interest due on the Bonds on such Interest Payment Dates. Any amounts on deposit
to the Capitalized Interest Account after the foregoing payments shall be transferred to the Improvement Area #1 Bond Improvement Account of the Project Fund, or if the Improvement
Area #1 Bond Improvement Account of the Project Fund has been closed as provided in Section 6.5(d) or (f), such amounts shall be transferred to the Redemption Fund to be used to redeem
Bonds pursuant to Section 4.4 and the Capitalized Interest Account shall be closed. (d) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section
6.7, there are insufficient funds to make the payments provided in paragraph (a) above, the Trustee shall apply the available funds in the Principal and Interest Account first to the
payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds Similarly Secured. Section 6.5. Project Fund. (a) Money on deposit
in the Project Fund shall be used for the purposes specified in Section 3.1. 41 (b) (1) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the
Trustee to pay costs of issuance of the Bonds Similarly Secured pursuant to one or more City Orders. (2) Disbursements from the Improvement Area #1 Bond Improvement Account and
Improvement Area #1 Developer Improvement Account of the Project Fund to pay Improvement Area #1 Project Costs shall be made by the Trustee upon receipt by the Trustee of a properly
executed and completed Certification for Payment. The funds from the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer Improvement Account of the Project
Fund shall be disbursed in accordance with a Certification for Payment. Each such Certification for Payment shall include a list of the payees and the payments to be made to such payees
as well as a statement that all payments shall be made by check or wire transfer in accordance with the payment instructions set forth in such Certification for Payment or in the invoices
submitted therewith and the Trustee may rely on such payment instructions with no duty to investigate or inquire as to the authenticity of or authorization for the invoice or the payment
instructions contained therein. (3) Payment of the Developer Reimbursement Amount from funds on deposit in the Improvement Area #1 Bond Improvement Account may be made only after
a Release Condition (defined below) has been satisfied in accordance with Section 6.5(g) of this Indenture. Disbursements from the Improvement Area #1 Bond Improvement Account of the
Project Fund to pay the Developer Reimbursement Amount shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certification for Payment. The funds
from the Improvement Area #1 Bond Improvement Account of the Project Fund to pay the Developer Reimbursement Amount shall be disbursed in accordance with a Certification for Payment.
The Certification for Payment shall include a list of the payees and the payments to be made to such payees as well as a statement that all payments shall be made by check or wire
transfer in accordance with the payment instructions set forth in such Certification for Payment and the Trustee may rely on such payment instructions with no duty to investigate or
inquire as to the authenticity of or authorization for the invoice or the payment instructions contained therein. (c) Except as provided in Section 6.5(d), (f) and (j), money on deposit
in the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer Improvement Account of the Project Fund shall be used solely to pay Improvement Area #1 Project
Costs and the Developer Reimbursement Amount. Until such time as the Authorized Amount (defined below) has been disbursed from the Improvement Area #1 Bond Improvement Account, the
Trustee shall pay Improvement Area #1 Project Costs from funds in the Improvement Area #1 Bond Improvement Account. After the Authorized Amount has been disbursed from the Improvement
Area #1 Bond Improvement Account and prior to the satisfaction of a Release Condition in accordance with Section 6.5(g) of this Indenture, the Trustee shall pay Improvement Area #1
Project Costs only from funds on deposit in the Improvement Area #1 Developer Improvement Account. After the Authorized Amount has been disbursed from the Improvement Area #1 Bond
Improvement Account and a Release Condition has been satisfied in accordance with Section 6.5(g) of this Indenture, the Trustee shall pay the Developer Reimbursement Amount from funds
in the Improvement Area #1 Bond Improvement Account upon receipt by the Trustee of a properly executed and completed Certification for Payment. 42 (d) If the City Representative
determines in his or her sole discretion that certain amounts then on deposit in the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Developer Improvement Account
are not expected to be expended for purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Improvement Area #1 Projects such that, in
the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Developer Improvement Account
will ever be expended for the purposes of the Project Fund, the City Representative shall file a City Order with the Trustee which identifies the amounts then on deposit in the Improvement
Area #1 Bond Improvement Account and the Improvement Area #1 Developer Improvement Account that are not expected to be used for purposes of the Project Fund. If such City Order is
so filed, the identified amounts on deposit in the Improvement Area #1 Bond Improvement Account shall be transferred to the Bond Fund or to the Redemption Fund to be used to redeem
Bonds Similarly Secured pursuant to Section 4.4 as directed by the City Representative in a City Order filed with the Trustee, and the identified amounts on deposit in the Improvement
Area #1 Developer Improvement Account shall be transferred and released to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(h). Upon
such transfer, the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer Improvement Account of the Project Fund shall be closed. (e) In making any determination
pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant. (f) Upon the filing of a City Order stating that
(i) all Improvement Area #1 Projects have been completed and that all Improvement Area #1 Project Costs have been paid, or that any Improvement Area #1 Project Costs are not required
to be paid from the Project Fund pursuant to a Certification for Payment and (ii) the required Developer Reimbursement Amount has been paid, the Trustee shall transfer the amount, if
any, remaining within the Improvement Area #1 Bond Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund to be used to redeem Bonds Similarly Secured pursuant
to Section 4.4 as directed by the City Representative in a City Order filed with the Trustee, and the amounts on deposit in the Improvement Area #1 Developer Improvement Account shall
be transferred and released to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(h). Upon such transfer, the Improvement Area #1 Bond
Improvement Account and Improvement Area #1 Developer Improvement Account of the Project Fund shall be closed. (g) (1) The aggregate amount of funds that the Trustee may disburse
from the Improvement Area #1 Bond Improvement Account shall not exceed $6,516,433.38 (the "Authorized Amount") except and until a Release Condition has been satisfied. The Trustee
may make disbursements from the Improvement Area #1 Bond Improvement Account that exceed the Authorized Amount only when the Developer provides written certification to the Trustee
and the City in a Certification for Payment that a Release Condition has been satisfied. The first Certification for Payment that requests funds in excess of the Authorized Amount
from the Improvement Area #1 Bond Improvement Account after satisfaction of a Release Condition shall be submitted to the City, the City’s financial advisor, Bond Counsel and the Administrator
for review and confirmation, and upon confirmation that such Release Condition has been satisfied, such Certification for Payment shall be forwarded to the Trustee by the Administrator.
43 (2) Money may be disbursed from the Improvement Area #1 Bond Improvement Account in excess of the Authorized Amount only if either (i) the ratio of the estimated assessed value
of the property within Improvement Area #1 to $9,400,000 equals at least 3.00 to 1.00, or (ii) the City has issued a certificate of occupancy for at least 23 homes within the Improvement
Area #1 (each a "Release Condition"). The City may not approve a Certification for Payment for payment from the Improvement Area #1 Bond Improvement Account for any amounts that exceed
the Authorized Amount. The City may not approve a Certification for Payment for payment of the Developer Reimbursement Amount from the Improvement Area #1 Bond Improvement Account until
a Release Condition has been met. In determining the estimated assessed valuation of the property within Improvement Area #1 for purposes of the abovedescribed Release Condition, the
Developer may use: (i) the sale price (as evidenced by executed real estate contracts provided to the City) of property within the Improvement Area #1 that has been sold and for which
development on that property has begun; (ii) the sale price (as evidenced by executed real estate contracts provided to the City) of property within Improvement Area #1 which has been
sold but for which development has not begun; (iii) the Collin Central Appraisal District's assessed value of property within Improvement Area #1 established by the most recent certified
or certified estimate report or statement sent by the Collin Central Appraisal District Chief Appraiser; or (iv) any combination of (i) through (iii) without duplication. (h) Any amounts
in the Improvement Area #1 Developer Improvement Account to be transferred and released pursuant to Section 6.5(d), (f) or (j) shall be irrevocably and unconditionally transferred and
released to the Developer, or to the Developer's successors and assigns or designees as identified in a written notice from the Developer to the Trustee and the City. The City and
the Trustee shall solely and conclusively rely as to payment of amounts released from the Improvement Area #1 Developer Improvement Account on any such written notice from the Developer
as to their successors and assigns or designees. The City shall provide written notice of the release to the Trustee and Developer, or to the Developer's successors and assigns or
designees, and the amount payable to the Developer, or its successors and assigns or designees. (i) Upon a determination by the City Representative that all costs of issuance of the
Bonds Similarly Secured have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred to the Improvement Area #1 Bond Improvement Account of the Project
Fund and used to pay Improvement Area #1 Project Costs or to the Principal and Interest Account and used to pay interest on the Bonds Similarly Secured, as directed in a City Order
filed with the Trustee, and the Costs of Issuance Account shall be closed. (j) In the event the Developer has not completed the Improvement Area #1 Projects by July 15, 2026, then
the City may provide written direction to the Trustee to (i) transfer all funds on deposit in the Improvement Area #1 Bond Improvement Account to the Redemption Fund to redeem Bonds
pursuant to Section 4.4 hereof, and (ii) transfer and release amounts on deposit in the Improvement Area #1 Developer Improvement Account to the Developer, or to the Developer's successors
and assigns or designees pursuant to Section 6.5(h). Upon such transfers, the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer Improvement Account of
the Project Fund shall be closed. (k) In providing any disbursement under this Section, the Trustee may conclusively rely as to the completeness and accuracy of all statements in
such Certification for Payment, if 44 such certificate is signed by a City Representative, and the Trustee shall not be required to make any independent investigation in connection
therewith. The execution of any Certification for Payment, by a City Representative shall constitute, unto the Trustee, an irrevocable determination that all conditions precedent to
the payments requested have been completed. Section 6.6. Redemption Fund. The Trustee shall cause to be deposited to the Redemption Fund from the Pledged Revenue Fund an amount
sufficient to redeem Bonds Similarly Secured as provided in Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4. Amounts on deposit in the
Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds Similarly Secured as provided in Article IV. Section 6.7. Reserve Fund. (a) The City agrees with the Owners
of the Bonds Similarly Secured to accumulate and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve Account Requirement. All amounts deposited
in the Reserve Account shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in this Indenture.
The Trustee will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account on March 15 of each year, commencing March
15, 2022, an amount the City confirms to the Trustee is equal to the Additional Interest until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency
and Prepayment Reserve Account; provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve
Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement
has accumulated in the Delinquency and Prepayment Reserve Account. In calculating the amounts to be transferred pursuant to this Section, the Trustee may conclusively rely on the Annual
Installments as shown on the Assessment Roll in the Service and Assessment Plan unless and until it receives a City Order directing that a different amount be used. Whenever a transfer
is made from the Reserve Account to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn
and the source of said funds. The Additional Interest shall continue to be collected and deposited pursuant to this Section 6.7 until the Bonds Similarly Secured are no longer Outstanding.
(b) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying
the amount withdrawn and the source of said funds. (c) In the event of an extraordinary optional redemption of Bonds Similarly Secured from the proceeds of a Prepayment pursuant
to Section 4.4, the Trustee, pursuant to prior written directions from the City, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified
in such directions, which shall be an amount equal to the principal amount of Bonds Similarly Secured to be redeemed multiplied by the lesser of: (i) the amount required to be in the
Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds Similarly Secured prior to the redemption, and (ii) the amount 45 actually in the Reserve Account
of the Reserve Fund divided by the principal amount of Outstanding Bonds Similarly Secured prior to the redemption. If after such transfer, and after applying investment earnings on
the Prepayment toward payment of accrued interest, there are insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds Similarly Secured to the date
fixed for redemption of the Bonds Similarly Secured to be redeemed as a result of such Prepayment, the Trustee shall transfer an amount equal to the shortfall from the Delinquency and
Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds Similarly Secured. (d) Whenever, on any Interest Payment Date, or on any other date
at the request of a City Representative, the value of cash and Value of Investment Securities on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Trustee
shall provide written notice to the City Representative of the amount of the excess. Such excess shall be transferred to the Principal and Interest Account to be used for the payment
of interest on the Bonds Similarly Secured on the next Interest Payment Date in accordance with Section 6.4, unless within thirty days of such notice to the City Representative, the
Trustee receives a City Order instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to the Administrative Fund in an amount not more than
the Annual Collection Costs for the Bonds Similarly Secured, (iii) to the Improvement Area #1 Bond Improvement Account of the Project Fund to pay Improvement Area #1 Project Costs if
such application and the expenditure of funds is expected to occur within three years of the date hereof, or (iv) to the Redemption Fund to be applied to the redemption of Bonds Similarly
Secured. (e) Whenever, on any Interest Payment Date, or on any other date at the written request of the City Representative, the amounts on deposit in the Delinquency and Prepayment
Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess, and such excess shall be
transferred, at the direction of the City pursuant to a City Order, to the Administrative Fund for the payment of Annual Collection Costs or to the Redemption Fund to be used to redeem
Bonds Similarly Secured pursuant to Section 4.4. In the event that the Trustee does not receive a City Order directing the transfer of such excess to the Administrative Fund within
45 days of providing notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds Similarly Secured pursuant to Section 4.4 hereof
and provide the City with written notification of the transfer. The Trustee shall incur no liability for the accuracy or validity of the transfer so long as the Trustee made such transfer
in full compliance with this Section. (f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds Similarly
Secured due on such date, the Trustee shall transfer first from the Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve
Fund to the Bond Fund the amounts necessary to cure such deficiency. (g) At the final maturity of all Bonds Similarly Secured, the amount on deposit in the Reserve Account and the
Delinquency and Prepayment Reserve Account shall be transferred to the Principal and Interest Account and applied to the payment of the principal of the Bonds Similarly Secured. 46
(h) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged
Revenue Fund to the Reserve Account the amount of such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest, or Sinking
Fund Installments. (i) If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the
principal amount and of all Outstanding Bonds Similarly Secured on the next date the Bonds Similarly Secured may be optionally redeemed by the City at a redemption price of par, together
with the unpaid interest accrued on such Bonds Similarly Secured as of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Bonds Similarly
Secured on such date. Section 6.8. Rebate Fund: Rebatable Arbitrage. (a) The Rebate Fund is to be held by the Trustee in accordance with the terms and provisions of this Indenture.
Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due the United States Government in accordance with the Code. The Rebate Fund shall not
be part of the Trust Estate and shall not be security for the Bonds Similarly Secured. (b) In order to assure that Rebatable Arbitrage is paid to the United States rather than to
a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and the City’s federal tax certificate for the Bonds, as further set forth
in written directions from the City to the Trustee. The Trustee may conclusively rely on such written instructions as set forth in this Section and shall not be responsible for any
loss or liability resulting from the investment of funds under this Section, but only so long as the Trustee follows such written instructions in all respects. (c) The Trustee conclusively
shall be deemed to have complied with the provisions of this Section and shall not be liable or responsible if it follows the written instructions of the City and shall not be required
to take any action under this Section in the absence of instructions from the City. (d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund exceeds
the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City Order, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund. Section
6.9. Administrative Fund. (a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to the Administrative Fund the portion of the Assessments and Annual
Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan. (b) Moneys in the Administrative
Fund shall be held by the Trustee separate and apart from the other Funds created and administered hereunder and used as directed by a City Order solely for the purposes set forth in
the Service and Assessment Plan, including payment of 47 Annual Collection Costs and Delinquent Collection Costs. The Administrative Fund shall not be part of the Trust Estate and
shall not be security for the Bonds Similarly Secured. Section 6.10. Reimbursement Fund. Money on deposit in the Reimbursement Fund shall be used to pay the Developer for funds withdrawn
from the Developer Improvement Account of the Project Fund and used to pay the Reimbursement Amount for the Improvement Area #1 Projects as provided in the Improvement Area #1 Reimbursement
Agreement. When all amounts due to the Developer to pay it for the funds withdrawn from the Developer Improvement Account of the Project Fund have been paid to the Developer, whether
through Assessments received and applied in accordance with this Indenture and the Service and Assessment Plan or an Annual Service Plan Update, or through the proceeds of Additional
Bonds, no further deposits shall be made to the Reimbursement Fund and the Reimbursement Fund shall be closed. Section 6.11. Investment of Funds. (a) Money in any Fund or Account,
other than the Reserve Fund, shall be invested by the Trustee in Investment Securities as directed by the City pursuant to a City Order filed with the Trustee; provided that all such
deposits and investments shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times. Money in the Reserve
Fund shall be invested in such Investment Securities as directed by the City pursuant to a City Order filed with the Trustee, provided that the final maturity of any individual Investment
Security shall not exceed 270 days and the average weighted maturity of any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such City Order shall
be a certification, upon which the Trustee may conclusively rely without investigation or inquiry, that the investment directed therein constitutes an Investment Security and that such
investments meet the maturity and average weighted maturity requirements set forth in the preceding sentence. Such investments shall be valued each year in terms of the Value of Investment
Securities as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in the Funds and Accounts may be invested in common investments
of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling
of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the
share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold
to prevent any default under this Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written or timely instructions with respect to investments
of funds, the Trustee is hereby directed to invest and re-invest cash balances in Morgan Stanley, Fidelity or Federated family of funds, but only so long as such funds are authorized
investments and permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended, or any successor law, and only so long as such investments constitute
Investment Securities and the money required to be expended from any Fund will be available at the proper time or times. (b) Obligations purchased as an investment of moneys in any
Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this 48 Indenture for transfer of interest earnings and profits resulting
from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished
by transferring a like amount of Investment Securities as directed by the City in writing. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or
agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee
shall not be required to determine the legality of any investments. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of
making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or
held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited
and otherwise as provided in this Indenture. (e) The Trustee will furnish to the City, upon the City’s written request, periodic cash transaction statements which include detail
for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City’s election, such statements will be delivered via the Trustee’s online service
and upon electing such service, paper statements will be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected
by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available
upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. (f) In the event it is found, after an annual calculation has been
done pursuant to Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the City shall direct the Trustee, pursuant to a City Order, to transfer
to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed by the City. The City Order shall specify the
amount to the transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be transferred. Section 6.12. Security of Funds. All Funds heretofore created
or reaffirmed, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds
shall be used only for the purposes and in the manner permitted or required by this Indenture. 49 ARTICLE VII COVENANTS Section 7.1. Confirmation of Assessments. The City hereby
confirms, covenants, and agrees that, in the Assessment Ordinance, it has levied the Assessments against the Assessed Property from which the Assessment Revenues will be collected and
received. Section 7.2. Collection and Enforcement of Assessments. (a) For so long as any Bonds Similarly Secured are Outstanding, the City covenants, agrees and warrants that
it will take and pursue all reasonable actions permissib1e under Applicable Laws to cause the Assessments to be collected and the liens thereof enforced continuously, in the manner
and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement or exemption in the Assessments. (b) To the extent permitted by law, notice of the Annual
Installments shall be sent by, or on behalf of, the City to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Annual
Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided
for ad valorem taxes of the City. (c) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Annual Installment is delinquent
and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual
Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Annual Installment.
Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessments or the corresponding
particular Assessed Property. (d) The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs or Annual Collection Costs in connection
with its covenants and agreements under this Section or otherwise other than funds on deposit in the Administrative Fund. Section 7.3. Against Encumbrances. (a) Other than Refunding
Bonds issued to refund all or a portion of the Bonds Similarly Secured, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien,
encumbrance or charge upon the Pledged Revenues or upon any other property pledged under this Indenture, except the pledge created for the security of the Bonds Similarly Secured, and
other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds Similarly Secured. 50 (b) So long as Bonds Similarly Secured are Outstanding
hereunder, the City shall not issue any bonds, notes or other evidences of indebtedness, other than the Bonds Similarly Secured and any Refunding Bonds issued to refund all or a portion
of the Bonds Similarly Secured, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, other than a lien or pledge
subordinate to the lien and pledge of such property related to the Bonds Similarly Secured. Section 7.4. Records, Accounts, Accounting Reports. The City hereby covenants and agrees
that so long as any Bonds Similarly Secured are Outstanding, it will keep and maintain a proper and complete system of records and accounts pertaining to the Assessments. The Trustee
and holder or holders of any Bonds Similarly Secured or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect all such records,
accounts, and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized
representative, as applicable, an opportunity to inspect such books and records relating to the Bonds Similarly Secured during the City’s regular business hours and on a mutually agreeable
date not later than twenty days after the City receives such request. Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. (a) The City covenants to take any action
necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as an obligation described in section 103 of the Code, the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure
that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6)
of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private
business use, do not, under the terms of this Article or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof
exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used
for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure
that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly
used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; 51 (4) to refrain from taking any action that would
otherwise result in the Bonds being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in
the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly,
to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher
yield over the term of the Bonds, other than investment property acquired with – (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the
case of refunding bonds, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds or refunding bonds are issued, (B) amounts invested in a
bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of
the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds
of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section
149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the Delivery Date) an amount
that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after
the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) In order to facilitate compliance
with the above covenant (a)(9), the Rebate Fund is established by the City pursuant to Section 6.1 for the sole benefit of the United States of America, and such Rebate Fund shall not
be subject to the claim of any other person, including without limitation the registered Owner. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code. 52 (c) The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto (the "Treasury Regulations"). In the
event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any
covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to
the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the Director of Finance to execute
any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, that may be permitted by the Code as are consistent with the purpose for
the issuance of the Bonds. (d) The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for Improvement Area #1 Project Costs on its books
and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must
be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Improvement Area #1 Projects are completed; but in no event later
than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code,
the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the Delivery Date, or (2) the date the Bonds are retired.
The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely
affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) The City covenants that the projects funded with the proceeds of the Bonds
will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized
bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising
personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City shall
not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from
gross income of the interest. 53 ARTICLE VIII LIABILITY OF CITY Section 8.1. Liability of City. (a) Neither the full faith and credit nor the general taxing power of the City
is pledged to the payment of the Bonds Similarly Secured, and, except for the Trust Estate, no City taxes, fee or revenues from any source are pledged to the payment of, or available
to pay any portion of, the Bonds Similarly Secured or any other obligations relating to the District. The City shall never be liable for any obligations relating to the Bonds Similarly
Secured or other obligations relating to the District, other than as specifically provided for in this Indenture. (b) The City shall not incur any responsibility in respect of the
Bonds Similarly Secured or this Indenture other than in connection with the duties or obligations explicitly herein or in the obligations assigned to or imposed upon it. The City shall
not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be bound to ascertain or inquire
as to the performance or observance of any of the terms, conditions covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with
the Bonds Similarly Secured, or as to the existence of a default or event of default thereunder. (c) In the absence of bad faith, the City may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Indenture. The City
shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (d) No provision of this Indenture,
the Bonds Similarly Secured, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale,
delivery, or administration of the Bonds Similarly Secured (collectively, the "Bond Documents"), shall require the City to expend or risk its own general funds or other funds or otherwise
incur any financial liability (other than with respect to the Trust Estate and the Annual Collection Costs) in the performance of any of its obligations hereunder, or in the exercise
of any of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to
it. (e) Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the
City’s failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission
from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond
Documents and the PID Act. Any such claim shall be payable only from the Trust Estate or the amounts collected to pay Annual Collection Costs on deposit in the Administrative Fund.
Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against
the City or any 54 of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds Similarly
Secured by mandamus or other proceeding at law or in equity. (f) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request,
consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties.
The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken
or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture the City shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may,
in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant,
an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any
action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or
may require such additional evidence as to it may deem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it
deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled
to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities. ARTICLE IX THE TRUSTEE Section 9.1.
Acceptance of Trust; Trustee as Registrar and Paying Agent. (a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the
terms and conditions and subject to the provisions of this Indenture to all of which the parties hereto and the respective Owners of the Bonds Similarly Secured agree. (b) The Trustee
is hereby designated and agrees to act as Paying Agent/Registrar for and with respect to the Bonds Similarly Secured. Section 9.2. Trustee Entitled to Indemnity. The Trustee shall
be under no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made
defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified, to the extent
permitted by law, to its satisfaction against any and all costs and expenses, outlays, and 55 counsel fees and other reasonable disbursements, and against all liability except as a
consequence of its own negligence or willful misconduct; provided, however, that in no event shall the Trustee request or require indemnification as a condition to making any deposits,
payments or transfers (provided such payment or transfer is prior to an Event of Default) when required hereunder, or to deliver any notice when required hereunder. To the extent permitted
by law and during the occurrence of an Event of Default, the Trustee shall be entitled to indemnification as a condition to making any deposits, payments or transfers when required
hereunder, or to delivering any notice when required hereunder. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or exercise any such rights and powers as Trustee,
and in such case the Trustee may make transfers from the Pledged Revenue Fund and Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other reasonable disbursements
properly incurred in connection therewith and shall, to the extent permitted by law, be entitled to a preference therefor over any Bonds Similarly Secured Outstanding hereunder. Section
9.3. Responsibilities of the Trustee. (a) The recitals contained in this Indenture and in the Bonds Similarly Secured shall be taken as the statements of the City and the Trustee
assumes no responsibility for and undertakes no duty to verify the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or the Bonds Similarly Secured or with respect to the security afforded by this Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly
provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of Bonds Similarly Secured for value; (ii) the application of the proceeds
thereof, except to the extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance with this
Indenture, except as to the application of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v) any loss suffered in connection
with any investment of funds in accordance with this Indenture; or (vi) to undertake any other action unless specifically authorized or required pursuant to a written direction by the
City or pursuant to this Indenture. (b) The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the Trustee shall not be liable
except for the performance of such duties and obligations as are specifically set forth in this Indenture, except for the Trustee’s own negligence or willful misconduct. The Trustee
will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties as are specifically set forth herein. The Trustee will, during
the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his/her own affairs. (c) The Trustee shall not be liable for any action taken or omitted by it in the performance of its
duties under this Indenture, except for its own negligence or willful misconduct. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages
in connection with or arising from this Indenture for the existence, furnishing or use of the Improvement Area #1 Projects. The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in principal amount of the Bonds Similarly 56 Secured then
Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture. (d) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agent’s attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of any agent or, attorney appointed with due care and in good faith by it hereunder. Section 9.4. Property
Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the
terms and conditions of this Indenture. Section 9.5. Trustee Protected in Relying on Certain Documents. (a) The Trustee may conclusively rely upon any order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably
believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or
upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant that the Trustee shall in good faith reasonably believe to be
qualified in relation to the subject matter or is selected by the City in accordance with this Indenture, and the Trustee shall be under no duty to make any investigation or inquiry
into, and shall not be deemed to have knowledge of, any statements contained or matters referred to in any such instrument. The Trustee may consult with counsel selected by the Trustee
with due care that is nationally recognized in the field of municipal bond law, who may or may not be Bond Counsel, and any advice from such counsel with respect to compliance with
the provisions of this Indenture shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder, reasonably
and in good faith, in accordance with such advice. (b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Order, unless other evidence in respect thereof be hereby specifically
prescribed. Such City Order shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept other evidence
of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other
direction required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the City by the
City Representative. 57 (c) The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any Person of notice
of the provisions hereof except as expressly required in Section 9.13. Section 9.6. Compensation. Unless otherwise provided by contract with the Trustee, the Trustee, at the written
direction of the City, shall transfer from the Administrative Fund, the previously determined and agreed upon, reasonable compensation for all services rendered by it hereunder, including
its services as Paying Agent/Registrar and extraordinary services rendered, together with all its reasonable expenses, charges, and other disbursements and those of its counsel, agents
and employees, incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers and the performance of its duties hereunder, all pursuant
to a City Order and subject to any limit on the amount of such compensation or recovery of expenses or other charges as shall be prescribed by such City Order, and the Trustee shall
have a lien therefor on any and all funds at any time held by it hereunder prior to any Bonds Similarly Secured Outstanding. None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers,
if the Trustee has reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City shall fail to make any payment required
by this Section, the Trustee shall make such payment from lawfully available funds (other than funds designated by the City for arbitrage rebate purposes) in its possession under the
provisions of this Indenture and shall be entitled to a preference therefor over any Bonds Similarly Secured Outstanding hereunder. Section 9.7. Permitted Acts. The Trustee and
its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds Similarly Secured and may join in any action that any
Owner of Bonds Similarly Secured may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers
or directors to act as a member of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds Similarly Secured or to effect
or aid in any reorganization growing out of the enforcement of the Bonds Similarly Secured or this Indenture, whether or not such committee shall represent the holders of a majority
of the Bonds Similarly Secured. Section 9.8. Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and obligations hereunder by giving not
fewer than 60 days’ written notice, specifying the date when such resignation shall take effect, to the City and each Owner of any Outstanding Bond. Such resignation shall take effect
upon the appointment of a successor as provided in Section 9.10 and the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after 60 days following
receipt of the notice, the City has not appointed a successor Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no expense to the
City, and such resignation shall take effect upon the court’s appointment of a successor Trustee. 58 Section 9.9. Removal of Trustee. The Trustee may be removed at any time by
(i) the Owners of at least a majority in aggregate Outstanding principal amount of the Bonds Similarly Secured by an instrument or concurrent instruments in writing signed and acknowledged
by such Owners or by their attorneys-in-fact, duly authorized and delivered to the City, or (ii) so long as the City is not in default under this Indenture, the City. Copies of each
such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding
in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent
jurisdiction upon the application of the City or the Owners of not less than 10% in aggregate Outstanding principal amount of the Bonds Similarly Secured. Section 9.10. Successor
Trustee. (a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator
of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the position of the Trustee
hereunder shall thereupon become vacant. (b) If the position of Trustee shall become vacant for any of the foregoing reasons or for any other reason, a successor Trustee may be appointed
within one year after any such vacancy shall have occurred by the Owners of at least 50% of the aggregate Outstanding principal amount of the Bonds Similarly Secured by an instrument
or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such successor Trustee, with notification thereof
being given to the predecessor Trustee and the City. (c) Until such successor Trustee shall have been appointed by the Owners of the Bonds Similarly Secured, the City shall forthwith
(and in no event in excess of 30 days after such vacancy occurs) appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment shall be
delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds Similarly Secured within 30 days after such
appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently made by the Owners.
(c) If in a proper case no appointment of a successor Trustee shall be made within 45 days after the giving by any Trustee of any notice of resignation in accordance with Section
9.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds Similarly Secured may apply to any court of competent jurisdiction
for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible
for the costs of such appointment process. (e) Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking
association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial 59 bank or trust company or national banking association
willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. (f) Each
successor Trustee shall mail, in accordance with the provisions of the Bonds Similarly Secured, notice of its appointment to the Trustee, any rating agency which, at the time of such
appointment, is providing a rating on the Bonds Similarly Secured and each of the Owners of the Bonds Similarly Secured. Section 9.11. Transfer of Rights and Property to Successor
Trustee. Any successor Trustee appointed under the provisions of Section 9.10 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting
such appointment, and thereupon such successor, without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers,
duties, obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on
request of the City or of such successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts of such Trustee and all the right, title, and interest of such Trustee
in and to the Trust Estate, and, upon the receipt of payment of its outstanding charges, shall pay over, assign, and deliver to such successor any moneys or other properties subject
to the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting
in and confirming to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and
so far as may be authorized by law, shall be executed, acknowledged, and delivered by the City. Section 9.12. Merger, Conversion or Consolidation of Trustee. Any corporation or
association into which the Trustee may be merged or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which
it shall be a party or any corporation or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such
Trustee hereunder, without any further act, deed or conveyance, provided that such corporation or association shall be a commercial bank or trust company or national banking association
qualified to be a successor to such Trustee under the provisions of Section 9.10, or a trust company that is a wholly-owned subsidiary of any of the foregoing. Section 9.13. Trustee
To File Continuation Statements. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds Similarly Secured and the pledge of the Trust Estate provided herein, and
such pledge is, under current law, valid, effective and perfected. If necessary, the Trustee shall file or cause to be filed, at the City’s expense, such continuation statements as
may be delivered to the Trustee and which may be required by the Texas Uniform Commercial Code, as from time to time in effect (the "UCC"), in order to continue perfection of the security
interest of the Trustee in such items of tangible or intangible personal property and any fixtures as may have been granted to the Trustee pursuant 60 to this Indenture in the time,
place and manner required by the UCC; provided unless the Trustee is otherwise notified by the City, the Trustee may conclusively rely upon the initial filing statements delivered to
it in filing any continuation statements hereunder. The Trustee is not responsible for the initial filing of any financing statements. Section 9.14. Accounts, Periodic Reports and
Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall
be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners
of not less than 10% in principal amount of the Bonds Similarly Secured then Outstanding or their representatives duly authorized in writing. Section 9.15. Construction of Indenture.
The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction
of any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the Bonds Similarly Secured. ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds Similarly Secured may be modified or amended at
any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds Similarly Secured, or with the written consent without
a meeting, of the Owners of the Bonds Similarly Secured of at least a majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding and City approval of
such modification or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the principal of or interest rate thereon, or otherwise alter or
impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, (ii) permit the creation
by the City of any pledge or lien upon the Trust Estate, or any portion thereof, superior to or on a parity with the pledge and lien created for the benefit of the Bonds Similarly Secured
(except for the issuance of Refunding Bonds or as otherwise permitted by Applicable Laws or this Indenture), or (iii) reduce the percentage of Owners of the Bonds Similarly Secured
required for the amendment hereof. Any such amendment shall not modify any of the rights or obligations of the Trustee without its written consent. (b) This Indenture and the rights
and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted
by law, and only for anyone or more of the following purposes: 61 (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements
thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding
Bonds Similarly Secured in any material respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision
contained in this Indenture, or in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture,
and that shall not adversely affect the rights of the Owners of the Bonds Similarly Secured; (iv) to set forth additional provisions, if deemed necessary or advisable, in connection
with the issuance of Additional Bonds or Refunding Bonds permitted under the terms of this Indenture; and (v) to make such additions, deletions or modifications as may be necessary
or desirable to assure exemption from federal income taxation of interest on the Bonds. Section 10.2. Owners’ Meetings. The City may at any time call a meeting of the Owners of
the Bonds Similarly Secured. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt reasonable
rules and regulations for the conduct of said meeting; provided, however, that the same may not conflict with the terms of this Indenture. Without limiting the generality of the immediately
preceding sentence, such rules and regulations may not reduce the percentage of Owners of Bonds Similarly Secured required for the amendment of this Indenture as provided herein.
Section 10.3. Procedure for Amendment with Written Consent of Owners. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds
Similarly Secured or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section. A copy of such Supplemental
Indenture, together with a request to Owners for their consent thereto, if such consent is required pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to
each Owner of Bonds Similarly Secured from whom consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall not affect the
validity of the Supplemental Indenture when assented to as in this Section provided. (b) Such Supplemental Indenture shall not become effective unless there shall be filed with the
Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter in this Section provided and the City has delivered to the
Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes
of federal income taxation. Each such consent shall be effective only if accompanied by proof of 62 ownership of the Bonds for which such consent is given, which proof shall be such
as is permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds Similarly Secured giving such consent and on any subsequent Owner (whether or not such
subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior
to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Bonds Similarly Secured shall have filed
their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture,
stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds Similarly Secured and will be effective as provided in this
Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed
with the Trustee. A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved.
The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively
binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds Similarly Secured at the expiration of sixty (60) days after
such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced
within such sixtyday period. Section 10.4. Procedure for Amendment Not Requiring Owner Consent. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending
the provisions of the Bonds Similarly Secured or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section.
The City shall direct the Trustee to provide a copy of such Supplemental Indenture, together with a notice stating that the Supplemental Indenture does not require Owner consent, mailed
by first class mail to each Owner of Bonds Similarly Secured, but failure to mail copies of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture.
The Trustee shall retain the proof of its mailing of such notice. A record, consisting of the papers required by this Section 10.4, shall be proof of the matters therein stated until
the contrary is proved. (b) The Supplemental Indenture shall become effective upon the execution and delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental
Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all Bonds Similarly Secured as of the date of such execution and delivery. Section 10.5.
Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and
amended in accordance therewith, the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners of Bonds Similarly Secured Outstanding
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the 63 terms and conditions of any such Supplemental
Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.6. Endorsement or Replacement of Bonds Similarly Secured Issued
After Amendments. The City may determine that Bonds Similarly Secured issued and delivered after the effective date of any action taken as provided in this Article X shall bear a
notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation
of his Bond for that purpose at the designated office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made
on such Bond. The City may determine that new Bonds Similarly Secured, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed,
and delivered. In that case, upon demand of the Owner of any Bonds Similarly Secured then Outstanding, such new Bonds Similarly Secured shall be exchanged at the designated office of
the Trustee without cost to any Owner, for Bonds Similarly Secured then Outstanding, upon surrender of such Bonds Similarly Secured. Section 10.7. Amendatory Endorsement of Bonds
Similarly Secured. The provisions of this Article X shall not prevent any Owner from accepting any amendment as to the particular Bonds Similarly Secured held by such Owner, provided
that due notation thereof is made on such Bonds Similarly Secured. Section 10.8. Waiver of Default. With the written consent of the Owners of at least a majority in aggregate principal
amount of the Bonds Similarly Secured then Outstanding, the Owners may waive compliance by the City with certain past defaults under this Indenture and their consequences. Any such
consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.9. Execution of Supplemental Indenture. In executing, or accepting the additional
trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be
fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by
and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise. ARTICLE XI DEFAULT AND REMEDIES Section 11.1. Events of Default. Each of the following occurrences or events shall be and is hereby
declared to be an "Event of Default," to wit: 64 (i) The failure of the City to deposit the Pledged Revenues to the Pledged Revenue Fund; (ii) The failure of the City to enforce
the collection of the Assessments including the prosecution of foreclosure proceedings, in accordance with Section 7.2; and (iii) Default in the performance or observance of any
covenant, agreement or obligation of the City under this Indenture, other than a default under (iv) below, and the continuation thereof for a period of ninety (90) days after written
notice specifying such default and requiring same to be remedied shall have been given to the City by the Trustee, which may give such notice in its discretion and which shall give
such notice at the written request of the Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds Similarly Secured then Outstanding; provided, however, if
the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City shall be entitled to a further extension of time reasonably
necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and is diligently pursued until such failure is corrected, but in
no event for a period of time of more than one hundred eighty (180) days after such notice. (iv) The failure to make payment of the principal of or interest on any of the Bonds Similarly
Secured when the same becomes due and payable and such failure is not remedied within thirty (30) days thereafter. Section 11.2. Immediate Remedies for Default. (a) Subject to
Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, then and in every such case the Trustee may proceed, and upon the written
request of the Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds Similarly Secured then Outstanding hereunder shall proceed, to protect and enforce
the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction; provided,
however, that no action for money damages against the City may be sought or shall be permitted. (b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SIMILARLY SECURED SHALL NOT
BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to Outstanding Bonds Similarly Secured,
in the selection of Trust Estate assets to be used in the payment of Bonds Similarly Secured due under this Article, the City shall determine, in its absolute discretion, and shall
instruct the Trustee by City Order, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application.
In the event that the City shall fail to deliver to the Trustee such City Order, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the 65 following
paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such selection, liquidation or sale. (d) Whenever moneys are to be applied pursuant to
this Article XI, irrespective of and whether other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets
of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and
the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate, and
as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers
a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties.
No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity
of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or
purchasers all such instruments as may be necessary or, in the reasonable judgment of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction
on Owner’s Action. (a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of
any trust thereof or any other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing as provided in Section 11.1, or
of which by such Section it is deemed to have notice, (ii) such default has become an Event of Default and the Owners of not less than 51% of the aggregate principal amount of the Bonds
Similarly Secured then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to
institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee written evidence of indemnity as provided in Section 9.2, (iv) the Trustee
has for 60 days after such notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent
with such written request has been given to the Trustee during such 60-day period by the Owners of a majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding,
and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more Owners of the Bonds Similarly Secured shall have any right in any manner whatsoever
to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or
in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the Owners of all Bonds Similarly Secured then Outstanding. The notification,
request and furnishing of indemnity set forth above shall be conditions precedent to the execution of the powers and trusts of this Indenture and to any action or cause of action for
the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner to enforce,
by action at law, payment of any Bond at and after the maturity thereof, or 66 on the date fixed for redemption or the obligation of the City to pay each Bond issued hereunder to the
respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the Bonds Similarly Secured. (c) In case the Trustee or any Owners shall
have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the
Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions and rights hereunder, and all rights, remedies and
powers of the Trustee shall continue as if no such proceedings had been taken. Section 11.4. Application of Revenues and Other Moneys After Default. (a) All moneys, securities,
funds and Pledged Revenues and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of
the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made by the Trustee
and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2, be applied by the Trustee, on behalf of the
City, to the payment of interest and principal or Redemption Price then due on Bonds Similarly Secured, as follows: FIRST: To the payment to the Owners entitled thereto all installments
of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof
ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled
thereto of the unpaid principal of Outstanding Bonds Similarly Secured, or Redemption Price of any Bonds Similarly Secured which shall have become due, whether at maturity or by call
for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds Similarly Secured due on any date, then to
the payment thereof ratably, according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference. The Trustee shall make payments
to the Owners pursuant to this Section 11.4 within thirty (30) days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good
and available funds. (b) In the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds Similarly
Secured that are Outstanding in proportion to the quantity of Bonds Similarly Secured that are currently due and in default under the terms of this Indenture. (c) The restoration
of the City to its prior position after any and all defaults have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture
or impair any right consequent thereon. 67 Section 11.5. Effect of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture
to the Trustee or the Owners, respectively, may be exercised from time to time and as often as may be deemed expedient. Section 11.6. Evidence of Ownership of Bonds Similarly Secured.
(a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments
of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any
instrument appointing any such attorney, or the holding by any Person of the Bonds Similarly Secured shall be sufficient for any purpose of this Indenture (except as otherwise herein
expressly provided) if made in the following manner: (i) The fact and date of the execution of such instruments by any Owner of Bonds Similarly Secured or the duly appointed attorney
authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such
execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of
such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority. (ii) The ownership of Bonds
Similarly Secured and the amount, numbers and other identification and date of holding the same shall be proved by the Register. (b) Except as otherwise provided in this Indenture
with respect to revocation of a consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered to be done
by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event of Default under Section 11.1, the right of acceleration
of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly denied. Section 11.8. Mailing of Notice. 68 Any provision
in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the address
appearing upon the Register. Section 11.9. Exclusion of Bonds Similarly Secured. Bonds Similarly Secured owned or held by or for the account of the City will not be deemed Outstanding
for the purpose of consent or other action or any calculation of Outstanding Bonds Similarly Secured provided for in this Indenture, and the City shall not be entitled with respect
to such Bonds Similarly Secured to give any consent or take any other action provided for in this Indenture. ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS Section 12.1. Representations
as to Trust Estate. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds, to execute and deliver this Indenture and to pledge
the Trust Estate in the manner and to the extent provided in this Indenture, and that the Trust Estate is and will be and remain free and clear of any pledge, lien, charge, or encumbrance
thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City
shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under this
Indenture against all claims and demands of all Persons whomsoever. (c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and appropriate, and will provide
written direction to the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies in the collection of the Assessments and any other amounts pledged
to the payment of the Bonds Similarly Secured to the fullest extent permitted by the PID Act and other Applicable Laws. Section 12.2. General. The City shall do and perform or
cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture. ARTICLE XIII SPECIAL COVENANTS
Section 13.1. Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered,
all and every such further acts, conveyances, transfers, 69 and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming
unto the Trustee, all and singular, the revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby transferred and pledged, or intended
so to be transferred and pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and
performed, contained in this Indenture. Section 13.2. Other Obligations or Liens; Refunding Bonds; Additional Bonds. (a) The City reserves the right, subject to the provisions
contained in this Section 13.2, to issue or incur bonds, notes or other obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do
not constitute or create a lien on the Trust Estate and are not payable from the Trust Estate, or any portion thereof. (b) Other than Refunding Bonds issued to refund all or a portion
of the Bonds Similarly Secured or Additional Bonds, the City will not create or voluntarily permit to be created any debt, lien or charge on the Trust Estate, or any portion thereof,
and will not do or omit to do or suffer to be done or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the priority hereof might or could be lost
or impaired. (c) The City may issue Additional Bonds to finance the Actual Costs of the Improvement Area #1 Projects or to pay amounts due to the Developer pursuant to Reimbursement
Agreement and Improvement Area #1 Construction, Funding and Acquisition Agreement, but only in accordance with the conditions set forth below: (i) The Trustee shall receive a certificate
from the City Representative certifying that (A) the City is not in default in the performance and observance of any of the terms, provisions and conditions applicable to the City contained
in this Indenture and (B) the Developer is not delinquent with respect to fees and taxes or any other funds or commitments to be paid to the City in accordance with the Development
Agreement or the Improvement Area #1 Reimbursement Agreement; (ii) The Trustee and the City shall receive a certificate from the Developer, through an authorized representative, certifying
that the Developer is not in default beyond any applicable notice and cure period in the performance and observance of any of the terms, provisions and conditions applicable to the
Developer contained in the Improvement Area #1 Reimbursement Agreement, the Development Agreement or any continuing disclosure agreement entered into by the Developer relating to any
Bonds Similarly Secured or Additional Obligations, unless any defaults under the foregoing agreements (except for defaults under any continuing disclosure agreements entered into by
the Developer which defaults shall be cured) are disclosed in a certificate from the Developer to the City and the City elects to proceed with the issuance of the Additional Bonds regardless
of the existence of such default or defaults; 70 (iii) The Trustee and the City shall receive a certificate from the Administrator certifying that the Developer is not delinquent
with respect to the payment of Assessments; (iv) The City and the Trustee shall receive an Independent Appraisal, assuming completion of the Improvement Area #1 Projects, demonstrating
that the ratio of the aggregate appraised value of all Improvement Area #1 Assessed Property to the aggregate principal amount of the Outstanding Bonds Similarly Secured and the Additional
Bonds to be issued (the “Value to Lien Ratio”) is at least 3:1; (v) The City and the Trustee shall receive a certificate from the Developer, through an authorized representative,
certifying that no less than 300 single-family lots located within Improvement Area #1 of the District: (A) have been issued a construction permit by the City, and (B) are under contract
with merchant builder(s) or real estate developer(s) for sale to end users; (vi) The principal (including sinking fund installments) of the Additional Bonds must be scheduled to mature
on September 15 of the years in which principal is scheduled to mature; (vii) The interest on the Additional Bonds must be scheduled to be paid on March 15 and September 15 of the
years in which interest is scheduled to be paid; (viii) The Reserve Account Requirement shall be increased by an amount equal to the least of: (i) Maximum Annual Debt Service on all
Bonds Similarly Secured as of the date of issuance of the Additional Bonds, (ii) 125% of average Annual Debt Service on all Bonds Similarly Secured as of the date of issuance of the
Additional Bonds, and (iii) 10% of the proceeds of all Bonds Similarly Secured, including the proposed Additional Bonds, as of the Closing Date therefor; and (d) Notwithstanding the
provisions of Section 13.2(c) above, Refunding Bonds issued to refund all or a portion of the Bonds Similarly Secured shall not be required to meet the requirements set forth in Section
13.2(c)(iv) or Section 13.2(c)(v). Section 13.3. Books of Record. (a) The City shall cause to be kept full and proper books of record and accounts, in which full, true and proper
entries will be made of all dealings, business and affairs of the City, which relate to the Trust Estate and the Bonds Similarly Secured. (b) The Trustee shall have no responsibility
with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain same, subject to the Trustee’s document retention policies,
and to distribute the same in accordance with the provisions of this Indenture. 71 ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND SATISFACTION OF THE INDENTURE
Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds Similarly Secured secured hereby are fully paid
or provision is made for their payment as provided in this Article. Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or there shall otherwise
be paid to the Owners, principal of and interest on all of the Bonds Similarly Secured, at the times and in the manner stipulated in this Indenture, and all amounts due and owing with
respect to the Bonds Similarly Secured have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners
of such Bonds Similarly Secured, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City
copies of all such documents as it may have evidencing that principal of and interest on all of the Bonds Similarly Secured has been paid so that the City may determine if this Indenture
is satisfied; if so, the Trustee shall pay over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person
is entitled to receive such amounts, then to the City. Section 14.3. Bonds Deemed Paid. (a) Any Outstanding Bonds Similarly Secured shall, prior to the Stated Maturity or redemption
date thereof, be deemed to have been paid and no longer Outstanding within the meaning of this Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the
principal of, premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise), either
(1) shall have been made in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively
for such payment, (A) money sufficient to make such payment or (B) Defeasance Securities that mature as to principal and interest in such amount and at such times as will insure the
availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds Similarly
Secured with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys
deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall
be held in trust for, the payment of the principal of and interest on the Bonds Similarly Secured and shall not be part of the Trust Estate. Any cash received from such principal of
and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing
at times and in amounts sufficient to pay when due the principal of and interest on the Bonds Similarly Secured on and prior to such redemption date or maturity date thereof, as the
case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities. 72
(b) Any determination not to redeem Defeased Debt that is made in conjunction with the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the Defeased Debt for redemption; (2) the City gives notice of the
reservation of that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City directs that notice of the reservation be included in any defeasance
or redemption notices that it authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of clause (a) of this Section 14.3 with respect to such
Defeased Debt as though it was being defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the redemption into account in determining the sufficiency
of the provisions made for the payment of the Defeased Debt. (c) Until all Defeased Debt shall have become due and payable, the Trustee and the Paying Agent/Registrar each shall perform
the services of Trustee and Paying Agent/Registrar for such Defeased Debt the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for
such services as required by this Indenture. ARTICLE XV MISCELLANEOUS Section 15.1. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied,
is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this Indenture. Any covenants, stipulations, promises
or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. Section 15.2. Successor is Deemed Included
in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to
include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit
of the respective successors and assigns thereof whether so expressed or not. Section 15.3. Execution of Documents and Proof of Ownership by Owners. (a) Any request, declaration,
or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person
or by their attorneys duly appointed in writing. (b) Except as otherwise expressly provided herein, the fact and date of the execution by any Owner or his attorney of such request,
declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments
of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration, or other instrument or writing acknowledged to him the execution
thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. 73 (c) Except as otherwise herein expressly provided, the ownership
of registered Bonds Similarly Secured and the amount, maturity, number, and date of holding the same shall be proved by the Register. (d) Any request, declaration or other instrument
or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance
therewith. Section 15.4. No Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually or personally liable for the payment of the principal
of, or interest or any premium on, the Bonds Similarly Secured; but nothing herein contained shall relieve any such member, officer, agent, or employee from the performance of any official
duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided herein, all notices or other instruments required or
permitted under this Indenture shall be in writing and shall be faxed, delivered by hand, or mailed by first class mail, postage prepaid, and addressed as follows: If to the City City
of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Attn: Director of Finance Telephone: (972) 924-3325 If to the Trustee, initially also acting in the capacity of Paying Agent/Registrar
Regions Bank 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Attn: Corporate Trust Administration Telephone: (713) 244-8041 (b) Any such notice, demand, or request may also
be transmitted to the appropriate party by telegram or telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission
of notice shall be confirmed in writing and sent as specified above. (c) Any of such addresses may be changed at any time upon written notice of such change given to the other party
by the parry effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business Days after the date of dispatch;
notices and consents given by any other means shall be deemed to have been given when received. (d) The Trustee shall mail to each Owner of a Bond notice of the redemption or defeasance
of all Bonds Similarly Secured Outstanding. 74 Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason
be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have adopted this Indenture
and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections,
paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. This Indenture shall be governed by
and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. Section 15.8. Payment on Business Day. In any case where the date
of the maturity of interest or of principal (and premium, if any) of the Bonds Similarly Secured or the date fixed for redemption of any Bonds Similarly Secured or the date any action
is to be taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may
be made on the next succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such
date. Section 15.9. Construction, Funding and Acquisition Agreement Amendments and Supplements. The City and the Developer may amend and supplement the Construction, Funding
and Acquisition Agreement and the Reimbursement Agreement from time to time without the consent or approval of the Owners or the Trustee. Section 15.10. Counterparts. This Indenture
may be executed in counterparts, each of which shall be deemed an original. Section 15.11. No Boycott of Israel. The Trustee hereby represents that it does not Boycott Israel (as
such term is defined in Section 2271.001, Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C.
Section 4607, the Trustee hereby agrees not to Boycott Israel during the term of this Indenture, which for the purposes of this section shall mean the end of the underwriting period
unless this Indenture is terminated in accordance with the provisions hereof. Section 15.12. No Terrorist Organization. The Trustee represents that, to the extent this Indenture
constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas
Government Code, and except to the extent otherwise required by applicable Federal law, the Trustee, nor any wholly owned 75 subsidiary, majority-owned subsidiary, parent company or
affiliate of the Trustee is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website:
https://comptroller.texas.gov/purchasing/publications/divestment.php. [Remainder of page left blank intentionally] A-1 EXHIBIT A DESCRIPTION OF THE PROPERTY WITHIN IMPROVEMENT
AREA #1 OF THE SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 LEGAL DESCRIPTION 109.402 ACRES TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE
SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY,
ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE
OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER
OF SAID TRACT OF LAND TO MM ANNA 325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020
OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET
TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A
LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET; N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET,
THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17
FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
A-2 N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING
A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET; N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT,
AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E,
120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1310.00
FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET; S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W,
95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE FOLLOWING BEARINGS AND DISTANCES: N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING
OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH
BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE
RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31 FEET; S 89° 05'
29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 FEET,
THROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A
CURVE TO THE RIGHT; A-3 WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH
BEARS N 14° 50' 30" E, 101.02 FEET; N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF
304.73 FEET, THROUGH A CENTRAL ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING
OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS
N 07° 48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL ANGLE
OF 01° 24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E,
10.60 FEET; N 01° 44' 03" E, 20.00 FEET; S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72
FEET; N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 49.81 FEET; N
58° 06' 52" E, 47.94 FEET; A-4 N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL
ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 61° 59' 39"
E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00
FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85 FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF
434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET; N 24°
51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET; S 24° 45' 54"
W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05° 31'
37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83 FEET;
S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF
770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-5 WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 49.91 FEET, THROUGH
A CENTRAL ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO
THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING OF A
CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N
82° 48' 59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL ANGLE
OF 03° 06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 87° 02' 56" E, 80.00
FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960.00 FEET, AND
A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60
FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04'
42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQUARE FEET OR 65.070 ACRES MORE OR LESS; TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN
THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W.
RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110
OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: A-6 BEGINNING AT THE MOST SOUTHERLY SOUTHWEST
CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS (P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA
325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 89° 47' 13" E, 602.59 FEET;
N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING
OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH
BEARS S 40° 31' 36" W, 1010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET; N 64° 05' 47" W, 100.01 FEET;
S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE
OF 24° 08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT; WITH
SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85
FEET; S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING
A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; A-7 S 55° 47' 22" W, 49.81 FEET; S 56°
58' 45" W, 50.71 FEET; S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59"
W, 91.31 FEET; S 89° 15' 16" W, 160.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33
FEET; N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET;
N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING; THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES
MORE OR LESS.
MIA Indenture v9 (E).pdf
INDENTURE OF TRUST By and Between CITY OF ANNA, TEXAS and REGIONS BANK, as Trustee DATED AS OF AUGUST 1, 2021 SECURING $2,896,000 CITY OF ANNA, TEXAS SPECIAL ASSESSMENT
REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION
......................................... 4 Section 1.1. Definitions........................................................................................................... 4 Section
1.2. Findings............................................................................................................. 14 Section 1.3. Table of Contents, Titles and Headings.
........................................................... 14 Section 1.4. Interpretation. ....................................................................................................
14 ARTICLE II THE BONDS .......................................................................................................... 14 Section 2.1. Security for the Bonds. .........................
............................................................ 14 Section 2.2. Limited Obligations. .........................................................................................
15 Section 2.3. Authorization for Indenture. ............................................................................. 15 Section 2.4. Contract with Owners and Trustee. .......................
........................................... 15 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS ...........................................................................
..................................................... 15 Section 3.1. Authorization. ...................................................................................................
15 Section 3.2. Date, Denomination, Maturities, Numbers and Interest. .................................. 16 Section 3.3. Conditions Precedent to Delivery of Bonds. ................................
..................... 16 Section 3.4. Medium, Method and Place of Payment. .......................................................... 17 Section 3.5. Execution and Registration of
Bonds. .............................................................. 18 Section 3.6. Refunding Bonds. .............................................................................................
18 Section 3.7. Ownership. ........................................................................................................ 19 Section 3.8. Registration, Transfer and Exchange.
............................................................... 19 Section 3.9. Cancellation. .....................................................................................................
20 Section 3.10. Temporary Bonds. ............................................................................................. 20 Section 3.11. Replacement Bonds. ................................
......................................................... 21 Section 3.12. book-Entry-Only System. .................................................................................
22 Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only System. 23 Section 3.14. Payments to Cede & Co. .................................................................
.................. 23 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY .......................................... 23 Section 4.1. Limitation on Redemption. ...........................................
.................................... 23 Section 4.2. Mandatory Sinking Fund Redemption. ............................................................. 23 Section 4.3. Optional Redemption.
....................................................................................... 25 Section 4.5. Partial Redemption...........................................................................
................. 25 Section 4.6. Notice of Redemption to Owners. .................................................................... 26 Section 4.7. Payment upon Redemption. .....................
......................................................... 26 Section 4.8. Effect of Redemption. .......................................................................................
27 ARTICLE V FORM OF THE BONDS ....................................................................................... 27 Section 5.1. Form Generally. .............................................
................................................... 27 Section 5.2. Form of the Bonds. ........................................................................................... 28
Section 5.3. CUSIP Registration. .......................................................................................... 36 Section 5.4. Legal Opinion. .........................................
......................................................... 36 ARTICLE VI FUNDS AND ACCOUNTS ................................................................................. 36 ii Section
6.1. Establishment of Funds and Accounts. ............................................................. 36 Section 6.2. Initial Deposits to Funds and Accounts. .....................................
...................... 37 Section 6.3. Pledged Revenue Fund. .................................................................................... 38 Section 6.4. Bond Fund. ........................
................................................................................ 39 Section 6.5. Project Fund. .......................................................................................
.............. 40 Section 6.6. Redemption Fund. ............................................................................................. 42 Section 6.7. Reserve Fund. ..........................
......................................................................... 43 Section 6.8. Rebate Fund: Rebatable Arbitrage. ...................................................................
45 Section 6.9. Administrative Fund. ........................................................................................ 45 Section 6.10. Investment of Funds. ...............................
......................................................... 45 ARTICLE VII COVENANTS .....................................................................................................
47 Section 7.1. Confirmation of Assessments. .......................................................................... 47 Section 7.2. Collection and Enforcement of Assessments.
................................................... 47 Section 7.3. Against Encumbrances. ..................................................................................... 48 Section
7.4. Records, Accounts, Accounting Reports. ......................................................... 48 Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. ......................
...... 48 ARTICLE VIII LIABILITY OF THE CITY ............................................................................... 51 Section 8.1. Liability of City.......................................
.......................................................... 52 ARTICLE IX THE TRUSTEE ....................................................................................................
52 Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. ......................... 52 Section 9.2. Trustee Entitled to Indemnity. ...............................................
........................... 52 Section 9.3. Responsibilities of the Trustee. ......................................................................... 53 Section 9.4. Property Held
in Trust. ..................................................................................... 54 Section 9.5. Trustee Protected in Relying on Certain Documents. ..................................
..... 54 Section 9.6. Compensation. .................................................................................................. 55 Section 9.7. Permitted Acts. ..............................
.................................................................... 55 Section 9.8. Resignation of Trustee. .....................................................................................
55 Section 9.9. Removal of Trustee. .......................................................................................... 56 Section 9.10. Successor Trustee...................................
........................................................... 56 Section 9.11. Transfer of Rights and Property to Successor Trustee. ..................................... 57 Section 9.12.
Merger, Conversion or Consolidation of Trustee. ............................................ 57 Section 9.13. Trustee to File Continuation Statements. .............................................
............. 57 Section 9.14. Accounts, Periodic Reports and Certificates. ................................................... 58 Section 9.15. Construction of Indenture. .........................
....................................................... 58 ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE ......................... 58 Section 10.1. Amendments Permitted. ...................
................................................................. 58 Section 10.2. Owners’ Meetings. ............................................................................................
59 Section 10.3. Procedure for Amendment with Written Consent of Owners. .......................... 59 Section 10.4. Procedure for Amendment not Requiring Owner Consent. ..........................
.... 60 Section 10.5. Effect of Supplemental Indenture. .................................................................... 60 Section 10.6. Endorsement or Replacement of Bonds Issued
after Amendments. ................. 61 Section 10.7. Amendatory Endorsement of Bonds. ................................................................ 61 Section 10.8. Waiver of Default.
............................................................................................ 61 iii Section 10.9. Execution of Supplemental Indenture. .............................................
................. 61 ARTICLE XI DEFAULT AND REMEDIES.............................................................................. 61 Section 11.1. Events of Default. ..............................
............................................................... 61 Section 11.2. Immediate Remedies for Default. .....................................................................
62 Section 11.3. Restriction on Owner’s Action. ........................................................................ 63 Section 11.4. Application of Revenues and Other Moneys
after Default. .............................. 64 Section 11.5. Effect of Waiver. ............................................................................................... 64
Section 11.6. Evidence of Ownership of Bonds. .................................................................... 65 Section 11.7. No Acceleration. ...............................................
................................................ 65 Section 11.8. Mailing of Notice. ............................................................................................. 65
section 11.9. Exclusion of Bonds. .......................................................................................... 65 ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS ..................
............... 66 Section 12.1. Representations as to Trust Estate ............................................................................ .66 Section 12.2. General. ..........................
................................................................................... 66 ARTICLE XIII SPECIAL COVENANTS ................................................................................
.. 66 Section 13.1. Further Assurances; Due Performance. ............................................................ 66 Section 13.2. Other Obligations or Other Liens; Refunding Bonds;
Future Improvement Area Bonds. ...................................................................................................................... 67 Section 13.3. Books of Record.
.............................................................................................. 69 ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE
................................................................................... 69 Section 14.1. Trust Irrevocable. .............................................................................
................. 69 Section 14.2. Satisfaction of Indenture. .................................................................................. 69 Section 14.3. Bonds Deemed Paid.
......................................................................................... 69 ARTICLE XV MISCELLANEOUS ...............................................................................
............. 70 Section 15.1. Benefits of Indenture Limited to Parties. .......................................................... 70 Section 15.2. Successor is Deemed Included in
all References to Predecessor. .................... 71 Section 15.3. Execution of Documents and Proof of Ownership by Owners. ........................ 71 Section 15.4. No Waiver of
Personal Liability. ...................................................................... 71 Section 15.5. Notices to and Demands on City and Trustee. .............................................
..... 71 Section 15.6. Partial Invalidity................................................................................................ 72 Section 15.7. Applicable Laws. .........................
..................................................................... 72 Section 15.8. Payment on Business Day. ................................................................................
72 Section 15.9. Construction, Funding and Acquisition Agreement Amendments and Supplements. .....................................................................................................
............ 73 Section 15.10. Counterparts. ..................................................................................................... 73 Section 15.11. No Boycott of Israel.
......................................................................................... 73 Section 15.12. No Terrorist Organization. ...............................................................
................. 73 EXHIBIT A: DESCRIPTION OF THE PROPERTY WITHIN THE MAJOR IMPROVEMENT AREA OF SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 INDENTURE OF TRUST THIS INDENTURE,
dated as of August 1, 2021, is by and between the CITY OF ANNA, TEXAS (the "City"), and REGIONS BANK, Houston, Texas, as trustee (together with its successors, the "Trustee"). Capitalized
terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings assigned thereto in Article I. WHEREAS, on October 20, 2020, a petition
(the "Petition") was submitted and filed with the City Secretary of the City (the "City Secretary") pursuant to the Public Improvement District Assessment Act, Chapter 372, Texas Local
Government Code, as amended (the "Act" or "PID Act"), requesting the creation of a public improvement district located within the extraterritorial jurisdiction of the City to be known
as "Sherley Tract Public Improvement District No. 2" (the "District"); and WHEREAS, the Petition contained the signatures of the owners of taxable real property representing more
than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of the Rockwall
Central Appraisal District, and the signatures of record property owners who own taxable real property that constitutes more than fifty percent of the area of all taxable property that
is liable for assessment by the District; and WHEREAS, on November 10, 2020, the City Council of the City (the "City Council") adopted Resolution No. 2020-11-825 accepting the Petition
and calling a public hearing on the creation of the District December 8, 2020; and WHEREAS, after due notice, on December 8, 2020 the City Council opened, conducted and closed the
public hearing in the manner required by law on the advisability of the improvement projects and services described in the Petition as required by Section 372.009 of the PID Act and
made the findings required by Section 372.009(b) of the PID Act and, by Resolution No. 2020-12-839 adopted by the City Council (the "Creation Resolution"), authorized the District in
accordance with its finding as to the advisability of the improvement projects and services; and WHEREAS, following the adoption of the Creation Resolution, the City published notice
of its authorization of the District in a newspaper of general circulation in the City; and WHEREAS, no written protests of the District from any owners of record of property within
the District were filed with the City Secretary within 20 days after the date of publication of such notice; and WHEREAS, the City, pursuant to Section 372.0l6(b) of the PID Act,
published notice of a public hearing in a newspaper of general circulation in the City to consider the proposed "Assessment Roll" and the "Service and Assessment Plan" and the levy
of the "Assessments" on property in the District; and WHEREAS, the City, pursuant to Section 372.0l6(c) of the PID Act, mailed notice of the public hearing to consider the proposed
Assessment Roll and the Service and Assessment Plan 2 and the levy of Assessments on property in the District to the last known address of the owners of the property liable for the
Assessments; and WHEREAS, the City Council convened the public hearing on July 27, 2021, at which all persons who appeared, or requested to appear, in person or by their attorney,
were given the opportunity to contend for or contest the Service and Assessment Plan, the Assessment Roll, and the Assessments, and to offer testimony pertinent to any issue presented
on the amount of the Assessments, the allocation of Major Improvement Area Project Costs, the purposes of the Assessments, the special benefits of the Assessments, and the penalties
and interest on annual installments and on delinquent annual installments of the Assessments; and WHEREAS, at the July 27, 2021 public hearing referenced above, there were no written
objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of Major Improvement Area Project Costs, the Assessment Roll,
or the levy of the Assessments; and WHEREAS, the City Council closed the public hearing and, after considering all written and documentary evidence presented at the public hearing,
including all written comments and statements filed with the City, at a meeting held on July 27, 2021, approved and accepted the Service and Assessment Plan in conformity with the requirements
of the PID Act and adopted the Assessment Ordinance, which Assessment Ordinance approved the Assessment Roll and levied the Assessments; and WHEREAS, the City Council is authorized
by the PID Act to issue revenue bonds payable from the Assessments for the purpose of (i) paying a portion of the Major Improvement Area Project Costs, (ii) paying interest on the Bonds
during and after the period of acquisition and construction of the Major Improvement Area Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds,
(iv) paying a portion of the costs incidental to the organization of the District and (v) paying the costs of issuance of the Bonds; and WHEREAS, the City Council now desires to issue
its revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District
No. 2 Major Improvement Area Project)" (the "Bonds"), such Bonds being payable solely from the Trust Estate and for the purposes set forth in this preamble; and WHEREAS, the Trustee
has agreed to accept the trusts herein created upon the terms set forth in this Indenture; NOW, THEREFORE, the City, in consideration of the foregoing premises and acceptance by the
Trustee of the trusts herein created, of the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER to the Trustee for the benefit of the Owners, a security interest in all of the moneys,
rights and properties described in the Granting Clauses hereof, as follows (collectively, the "Trust Estate"): 3 FIRST GRANTING CLAUSE The Pledged Revenues, as herein defined, including
all moneys and investments held in the Pledged Funds, including any contract or any evidence of indebtedness related thereto or other rights of the City to receive any of such moneys
or investments, whether now existing or hereafter coming into existence, and whether now or hereafter acquired; and SECOND GRANTING CLAUSE Any and all other property or money of
every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the Trustee as additional security
hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property or money at any and all times
and to hold and apply the same subject to the terms thereof; and THIRD GRANTING CLAUSE Any and all proceeds of the foregoing property and proceeds from the investment of the foregoing
property; TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and
trusts herein set forth for the benefit of all present and future Owners of the Bonds from time to time issued under and secured by this Indenture, and for enforcement of the payment
of the Bonds in accordance with their terms, and for the performance of and compliance with the obligations, covenants, and conditions of this Indenture; PROVIDED, HOWEVER, if the
City or its assigns shall well and truly pay, or cause to be paid, the principal or Redemption Price of and the interest on the Bonds at the times and in the manner stated in the Bonds,
according to the true intent and meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and remain
in full force and effect; IN ADDITION, the Bonds are special obligations of the City payable solely from the Pledged Revenues, as and to the extent provided in this Indenture. The
Bonds do not give rise to a charge against the general credit or taxing powers of the City and are not payable except as provided in this Indenture. Notwithstanding anything to the
contrary herein, the Owners of the Bonds shall never have the right to demand payment thereof out of any funds of the City other than the Pledged Revenues. The City shall have no legal
or moral obligation to pay for the Bonds out of any funds of the City other than the Pledged Revenues. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds
issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon
and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby
agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds as follows: 4 ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.1.
Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture, the following terms shall have the meanings specified below:
"Account", in the singular, means any of the accounts established pursuant to Section 6.1 of this Indenture, and "Accounts", in the plural, means, collectively, all of the accounts
established pursuant to Section 6.1 of this Indenture. "Additional Interest" means the 0.50% additional interest charged on the Assessments pursuant to Section 372.018 of the PID Act.
"Administrative Fund" means that Fund established by Section 6.1 and administered pursuant to Section 6.9. "Administrator" means an employee or designee of the City who shall have
the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other agreement or document approved by the City related to the duties and responsibilities
of the administration of the District. "Annual Collection Costs" means the actual or budgeted costs and expenses related specifically to the Major Improvement Area, including costs
and expenses related to the creation and operation of the District, and the construction of the Major Improvement Area Projects, including, but not limited to, costs and expenses for:
(i) the Administrator; (ii) City staff; (iii) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (iv) calculating, collecting, and
maintaining records with respect to Assessments and Annual Installments; (v) preparing and maintaining records with respect to Assessment Rolls and Annual Service Plan Updates; (vi)
paying and redeeming Bonds; (vii) investing or depositing Assessments and Annual Installments; (viii) complying with the Service and Assessment Plan, this Indenture and the PID Act
with respect to the Bonds, including continuing disclosure requirements; and (ix) the paying agent/registrar and Trustee in connection with Bonds, including their respective legal counsel.
Annual Collection Costs do not include payment of the actual principal of, redemption premium, if any, and interest on the Bonds. Annual Collection Costs collected and not expended
in any year shall be carried forward and applied to reduce Annual Collection Costs in subsequent years. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest
due on the Outstanding Bonds in such Bond Year (excluding interest paid from funds on deposit in the Capitalized Interest Account of the Bond Fund), assuming that the Outstanding Bonds
are retired as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any Sinking Fund
Installments due in such Bond Year). 5 "Annual Installment" means, with respect to each Assessed Property, each annual payment of: (i) the principal of and interest on the Assessments
as shown on the Assessment Roll or in an Annual Service Plan Update, and as shown in Exhibit F-2 to the Service and Assessment Plan, and calculated as provided in Section VI of the
Service and Assessment Plan, (ii) Annual Collection Costs and (iii) the Additional Interest. "Annual Service Plan Update" means an update to the Service and Assessment Plan prepared
no less frequently than annually by the Administrator and approved by the City Council, including, without limitation, updates in connection with the incurrence or issuance of Future
Improvement Area Bonds. "Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State or of the United States
of America, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. "Assessed Property" means the
property located in the Major Improvement Area that benefit from the Major Improvement Area Projects, and is defined as the "Major Improvement Area Assessed Property" in the Service
and Assessment Plan. "Assessment Ordinance" means the ordinance adopted by the City Council on July 27, 2021, as may be amended or supplemented, that levied the Assessments on the
Assessed Property. "Assessment Revenues" means the revenues received by the City from the collection of Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds.
"Assessment Roll" means the "Major Improvement Area Assessment Roll", which document is attached to the Service and Assessment Plan as Exhibit F-1, as updated, modified or amended
from time to time. "Assessments" means an assessment levied against Assessed Property based on the special benefit conferred on such Parcels by the Major Improvement Area Projects.
"Assessments" do not include any Future Improvement Area Assessments. "Attorney General" means the Attorney General of the State. "Authorized Denomination" means $100,000 and any
integral multiple of $1,000 in excess thereof. The City prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number
to any Bond with a denomination of less than $100,000, and any attempt to accomplish either of the foregoing shall be void and of no effect. "Authorized Improvements" mean those improvements
authorized by Section 372.003 of the PID Act for which assessments are levied, including those described in the Service and Assessment Plan. "Bond" means any of the Bonds. 6 "Bond
Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm of attorneys designated by the City that are nationally recognized for expertise in rendering opinions
as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the Fund established pursuant to Section 6.1 and administered pursuant to Section
6.4 of this Indenture. "Bond Ordinance" means the ordinance adopted by the City Council on July 27, 2021 authorizing the issuance of the Bonds pursuant to this Indenture. "Bond Pledged
Revenue Account" means the Account in the Pledged Revenue Fund established pursuant to Section 6.1 of this Indenture. "Bond Year" means the one-year period beginning on October 1
in each year and ending on September 30 in the following year. "Bonds" means the City’s bonds authorized to be issued by Section 3.1 of this Indenture entitled "City of Anna, Texas,
Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)" and, in the event the City issues Refunding Bonds pursuant
to Section 13.2 hereof, the term "Bonds" shall include such Refunding Bonds. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State observed as such
by the City or the Trustee or any national holiday observed by the Trustee. "Capitalized Interest Account" means the Account in the Bond Fund established pursuant to Section 6.1 of
this Indenture. "Certification for Payment" means a certificate substantially in the form of Exhibit B to the Construction, Funding and Acquisition Agreement or otherwise approved
by the Developer and a City Representative executed by a Person approved by a City Representative, delivered to a City Representative and the Trustee specifying the amount of work performed
related to the Major Improvement Area Projects and the Actual Costs thereof, and requesting payment for such Actual Costs from money on deposit in an account of the Project Fund as
further described in the Construction, Funding and Acquisition Agreement and Section 6.5 herein. "City Order" means written instructions by the City, executed by a City Representative.
"City Representative" means that official or agent of the City authorized by the City Council to undertake the action referenced herein. "Code" means the Internal Revenue Code of
1986, as amended, including applicable regulations, published rulings and court decisions. "Comptroller" means the Comptroller of Public Accounts of the State. 7 "Construction,
Funding and Acquisition Agreement" means the "Sherley Tract Public Improvement District No. 2 Major Improvement Area Construction, Funding and Acquisition Agreement" by and between
the City and the Developer dated as of July 27, 2021, which provides, in part, for the deposit of proceeds from the issuance and sale of the Bonds and the payment of costs of Major
Improvement Area Projects within the District, the issuance of bonds, and other matters related thereto. "Costs of Issuance Account" means the Account in the Project Fund established
pursuant to Section 6.1 of this Indenture. "Defeasance Securities" means Investment Securities then authorized by applicable law for the investment of funds to defease public securities.
"Delinquency and Prepayment Reserve Account" means the reserve account administered by the City and segregated from other funds of the City and established by Section 6.1 of this Indenture.
"Delinquency and Prepayment Reserve Requirement" means an amount equal to 3.15% of the principal amount of the Outstanding Bonds to be funded from Assessment Revenues deposited to
the Pledged Revenue Fund. "Delinquent Collection Costs" means, for a Parcel, interest, penalties and other costs and expenses that are authorized by the PID Act and by the Assessment
Ordinance and that directly or indirectly relate to the collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under the Service and
Assessment Plan, including costs and expenses related to the foreclosure of liens. "Delivery Date" means August 16, 2021, which is the date of delivery of the Bonds to the initial
purchaser or purchasers thereof against payment therefor. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture,
the transfer/payment office designated by the Paying Agent/Registrar, which shall initially be located in Houston, Texas, and (ii) with respect to any successor Paying Agent/Registrar,
the office of such successor designated and located as may be agreed upon by the City and such successor. "Developer" means MM Anna 325, LLC, a Texas limited company, and any successor
thereto. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among
DTC Participants. "Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received by the City from the enforcement of the Assessments against any Assessed
Property, 8 whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs. "Fund", in the singular, means any of the funds established pursuant
to Section 6.1 of this Indenture, and "Funds", in the plural, means, collectively, all of the funds established pursuant to Section 6.1 of this Indenture. "Future Improvement Area"
means a distinct portion of the Major Improvement Area that may be developed in a phase, as a separate and distinct Improvement Areas, after Improvement Area #1. "Future Improvement
Area Assessed Property" means any and all Parcels within a Future Improvement Area other than Non‐Benefited Property and as shown on an assessment roll against which a Future Improvement
Area Assessment relating to the Future Improvement Area Improvements is levied. "Future Improvement Area Assessment" means the assessments levied on Future Improvement Area Assessed
Property within a Future Improvement Area to fund Future Improvement Area Improvements. The Future Improvement Area Assessments are not a part of the Trust Estate, are not security
for the Bonds and will not be used to finance construction of the Major Improvement Area Projects. "Future Improvement Area Bonds" means bonds, notes or other obligations issued or
incurred to fund Future Improvement Area Improvements (or a portion thereof) in a Future Improvement Area secured by Future Improvement Area Assessments levied against the Future Improvement
Area Assessed Property located within the Future Improvement Area benefitting from the Future Improvement Area Improvements being financed. "Future Improvement Area Improvements" means
the Authorized Improvements which only benefit the Future Improvement Areas and will be described in the Service and Assessment Plan. "Future Improvement Area Value to Lien Ratio"
means the ratio of the appraised value of a specific assessed parcel or assessed parcels, as applicable, in a Future Improvement Area, based on an Independent Appraisal, to the Future
Improvement Area Assessments levied or to be levied on a specific parcel or parcels, as applicable, within such Future Improvement Area. "Improvement Area" means specifically defined
and designated portions of the District that are developed in phases. "Improvement Area #1" means that portion of the District generally described in Section II of the Service and
Assessment Plan and generally shown in Exhibit A-1 to the Service and Assessment Plan and as specifically described in Exhibit A-2 to the Service and Assessment Plan. 9 “Improvement
Area #1 Bonds” means those certain “City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)”.
"Indenture" means this Indenture of Trust as originally executed or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered
into pursuant to the applicable provisions hereof. "Independent Appraisal" means, in establishing the appraised value, (i) the appraised value of a specific assessed parcel or assessed
parcels, as applicable, in a specific Future Improvement Area for which the Future Improvement Area Bonds are to be issued as established by publicly available data from the Collin
Central Appraisal District, (ii) the Collin Central Appraisal District Chief Appraiser’s estimated assessed valuation for completed homes (home and lot assessed valuation) and estimated
lot valuation for lots on which homes are under construction, (iii) an “as-complete” appraisal delivered by an independent appraiser licensed in the State of Texas, which appraisal
shall assume completion of the Future Improvement Area Improvements to be funded with the Future Improvement Area Bonds, (iv) a certificate delivered to the City by a qualified independent
third party (which party may be the Administrator or a licensed appraiser) certifying on an individual lot type basis, the value of each lot in the Future Improvement Area, as applicable,
for which such Future Improvement Area Bonds are to be issued based on either (x) the average gross sales price (which is the gross amount including escalations and reimbursements due
to the seller of the lots) for each lot type based on closings of lots in the Future Improvement Area for which such Future Improvement Area Bonds are to be issued or any preceding
Improvement Areas of the District for which bonds have been issued to fund Authorized Improvements or (y) the sales price in the actual lot purchase contracts in the Future Improvement
Area for which the Future Improvement Area Bonds are to be issued. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or
each of whom: (i) is judged by the City, as the case may be, to have experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in fact independent and
not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the District, or any real
property in the District; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bonds"
means the Initial Bonds authorized by Section 5.2 of this Indenture. "Interest Payment Date" means the date or dates upon which interest on the Bonds is scheduled to be paid until
their respective dates of maturity or prior redemption, such dates being on March 15 and September 15 of each year, commencing March 15, 2022. "Investment Securities" means those
authorized investments described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are, at the time made, included in and authorized by
the City’s official investment policy as approved by the City Council from time to time. Such Investment Securities may include money market funds that are rated in either of the two
highest categories by a rating agency, including funds for which the Trustee and/or its affiliates provide investment advisory or other management 10 services; provided that such money
market funds are authorized investments described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended. "Major Improvement Area Bond Improvement Account" means
the Account in the Project Fund established pursuant to Section 6.1 of this Indenture. "Major Improvement Area" means that portion of the District generally described in Section II
of the Service and Assessment Plan and generally shown in Exhibit A-3 to the Service and Assessment Plan and as specifically described in Exhibit A-3 to the Service and Assessment Plan
and in Exhibit A to this Indenture. "Major Improvement Area Project Costs" means the Actual Costs, as defined in the Service and Assessment Plan (excluding Annual Collection Costs),
solely for the Major Improvement Area Projects, as such amounts are set forth in the Service and Assessment Plan. "Major Improvement Area Projects" means the pro rata portion of the
Major Improvements allocable to the Major Improvement Area. "Major Improvements" means the Authorized Improvements that confer special benefit to the entire District, and as further
described in Section III.A and depicted on Exhibit G-2 to the Service and Assessment Plan. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after
the calculation is made through the final maturity date of any Outstanding Bonds. "Outstanding" means, as of any particular date when used with reference to Bonds, all Bonds authenticated
and delivered under this Indenture except (i) any Bond that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any
Bond for which the payment of the principal or Redemption Price of and interest on such Bond shall have been made as provided in Article IV, (iii) any Bond in lieu of or in substitution
for which a new Bond shall have been authenticated and delivered pursuant to Section 3.10 and (iv) Bond alleged to have been mutilated, destroyed, lost or stolen which have been paid
as provided in this Indenture. "Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so
long as the Bonds are in bookentry only form and held by DTC as securities depository in accordance with Section 3.11. "Parcel" or "Parcels" means a parcel or parcels within the District
identified by either a tax map identification number assigned by the Collin Central Appraisal District for real property tax purposes or by lot and block number in a final subdivision
plat recorded in the real property records of Collin County. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in this Indenture. 11 "Person"
or "Persons" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof. “PID Bonds” means any bonds issued by the City in one or more series and secured in whole or in part by an assessment levied against
a parcel within the District and imposed pursuant to an assessment ordinance and the provisions in the Service and Assessment Plan, including the Bonds, any Refunding Bonds, the Improvement
Area #1 Bonds and any Future Improvement Area Bonds, if any. "Pledged Funds" means, collectively, the Pledged Revenue Fund, the Bond Fund, the Project Fund (excluding the Developer
Improvement Account), the Reserve Fund and the Redemption Fund. "Pledged Revenue Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.3
of this Indenture. "Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the portion of the Assessments and Annual Installments collected for the payment
of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held in any of the Pledged Funds and (iii) any additional
revenues that the City may pledge to the payment of the Bonds. "Prepayment" means the payment of all or a portion of an Assessment before the due date thereof. Amounts received at
the time of a Prepayment which represent a payment of principal, interest or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather
are to be treated as the payment of the regularly scheduled Assessment. "Principal and Interest Account" means the Account in the Bond Fund established pursuant to Section 6.1 of this
Indenture. "Project Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5. "Purchaser" means the initial purchaser of the Bonds. "Rebatable
Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the Treasury Regulations. "Rebate Fund" means that fund established pursuant to Section 6.1 and administered
pursuant to Section 6.8. "Record Date" means the close of business on the last Business Day of the month next preceding an Interest Payment Date. "Redemption Fund" means that fund
established pursuant to Section 6.1 and administered pursuant to Section 6.6. 12 "Redemption Price" means, when used with respect to any Bond or portion thereof, the principal amount
of such Bond or such portion thereof plus the applicable premium, if any, plus accrued and unpaid interest on such Bond to the date fixed for redemption payable upon redemption thereof
pursuant to this Indenture. "Refunding Bonds" means bonds issued to refund all or any portion of the Outstanding Bonds and secured by a parity lien with the Outstanding Bonds on the
Pledged Revenues, as more specifically described in the Supplemental Indenture authorizing such Refunding Bonds. "Register" means the register specified in Article III of this Indenture.
"Reimbursement Agreement" means the PID Reimbursement Agreement Sherley Tract Public Improvement District No. 2 by and between the City and the Developer, dated July 27, 2021, as may
be amended and/or supplemented from time to time, which provides, in part, for the construction and maintenance of the Major Improvement Area Projects, the issuance of the Bonds, the
payment or reimbursement of costs of Major Improvement Area Projects not paid from the Project Fund, and other matters related thereto. "Reserve Account" means the Account in the Reserve
Fund established pursuant to Section 6.1 of this Indenture. "Reserve Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.7. "Reserve
Fund Obligations" means cash or Investment Securities. "Reserve Account Requirement" means the least of: (i) Maximum Annual Debt Service on the Bonds as of the date of issuance, (ii)
125% of average Annual Debt Service on the Bonds as of the date of issuance, and (iii) 10% of the proceeds of the Bonds; provided, however, that such amount shall be reduced by the
amount of any transfers made pursuant to Section 6.7(c); and provided further that as a result of (1) an optional redemption pursuant to Section 4.3 or (2) an extraordinary optional
redemption pursuant to Section 4.4, the Reserve Account Requirement shall be reduced by a percentage equal to the pro rata principal amount of Bonds redeemed by such redemption divided
by the total principal amount of the Outstanding Bonds prior to such redemption. As of the Delivery Date, the Reserve Account Requirement is $198,230.00 which is an amount equal to
the Reserve Account Requirement defined above. "Service and Assessment Plan" means the document, including the Assessment Roll, which is attached as Exhibit F-1 to the Service and
Assessment Plan attached as EXHIBIT A to the Assessment Ordinance, as may be updated, amended and supplemented from time to time, including, without limitation, in connection with the
incurrence or issuance of Future Improvement Area Bonds. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of a Stated Maturity of Bonds
payable from such installments at the times and in the amounts provided in Section 4.2. 13 "Special Record Date" has the meaning set forth in in the form of Bond included in Section
5.2 hereof. "State" means the State of Texas. "Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable, are scheduled to mature without regard to any
redemption or Prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and a City Representative pursuant to an ordinance adopted by the
City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder. "Treasury Regulations"
shall have the meaning assigned to such term in Section 7.5(c). "Trust Estate" means the Trust Estate described in the granting clauses of this Indenture, and the Trust Estate shall
only include Pledged Revenues related to the Assessments levied on the Assessed Property within the Major Improvement Area for the Major Improvement Area Projects, unless the City pledges
additional revenues to the payment of the Bonds, which additional pledge may only be created in a Supplemental Indenture. "Trustee" means Regions Bank, an Alabama state banking corporation
with offices in Houston, Texas, in its capacity as trustee hereunder, and its successors, and any other corporation or association that may at any time be substituted in its place,
as provided in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds. "Value of Investment Securities" means the amortized value of any Investment Securities,
provided, however, that all United States of America, United States Treasury Obligations – State and Local Government Series shall be valued at par and those obligations which are redeemable
at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations shall include accrued interest on the investment securities
paid as a part of the purchase price thereof and not collected. For the purposes of this definition "amortized value," when used with respect to a security purchased at par means the
purchase price of such security and when used with respect to a security purchased at a premium above or discount below par, means as of any subsequent date of valuation, the value
obtained by dividing the total premium or discount by the number of interest payment dates remaining to maturity on any such security after such purchase and by multiplying the amount
as calculated by the number of interest payment dates having passed since the date of purchase and (i) in the case of a security purchased at a premium, by deducting the product thus
obtained from the purchase price, and (ii) in the case of a security purchased at a discount, by adding the product thus obtained to the purchase price. "Value to Lien Ratio" means
the ratio of the appraised value of a specific assessed parcel or assessed parcels, as applicable, in a Future Improvement Area, based on an Independent Appraisal, to the sum of (i)
the Future Improvement Area Assessments levied or to be levied on a specific parcel or parcels, as applicable, within such Future Improvement Area and (ii) the outstanding Assessments
levied on such parcel or parcels, as applicable, within such Future Improvement Area. 14 Section 1.2. Findings. The declarations, determinations and findings declared, made and
found in the preamble to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.3. Table of Contents, Titles and Headings. The
table of contents, titles, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Indenture or any provision hereof
or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall
be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the
plural number and vice versa. (b) Words importing persons include any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a particular Article or Section shall be to such Article or Section
of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set
forth herein to sustain the validity of this Indenture. ARTICLE II THE BONDS Section 2.1. Security for the Bonds. (a) The Bonds, as to principal, interest and redemption premium,
if any, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate. (b) The lien on and pledge of the Trust Estate shall be valid
and binding and fully perfected from and after the Delivery Date without physical delivery or transfer of control of the Trust Estate, the filing of this Indenture or any other act;
all as provided in Chapter 1208 of the Texas Government Code, as amended, which applies to the issuance of the Bonds and the pledge of the Trust Estate granted by the City under this
Indenture, and such pledge is therefore valid, effective and perfected. If State law is amended at any time while the Bonds are Outstanding such that the pledge of the Trust Estate
granted by the City under this Indenture is to be subject to the filing requirements of Chapter 9, Business and Commerce Code, then in order to preserve 15 to the registered owners
of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under State law to comply with
the applicable provisions of Chapter 9, Business and Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 2.2. Limited Obligations.
The Bonds are special and limited obligations of the City, payable solely from and secured solely by the Trust Estate, including the Pledged Revenues; and the Bonds shall never be
payable out of funds raised or to be raised by taxation or from any other revenues, properties or income of the City. Section 2.3. Authorization for Indenture. The terms and provisions
of this Indenture and the execution and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council. The City has ascertained and it
is hereby determined and declared that the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture
and that each and every covenant or agreement herein contained and made is necessary, useful and/or convenient in order to better secure the Bonds and is a contract or agreement necessary,
useful and/or convenient to carry out and effectuate the purposes herein described. Section 2.4. Contract with Owners and Trustee. (a) The purposes of this Indenture are to establish
a lien and the security for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the Bonds and to prescribe the rights of the Owners,
and the rights and duties of the City and the Trustee. (b) In consideration of the purchase and acceptance of any or all of the Bonds by those who shall purchase and hold the same
from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owner, and shall be deemed to be and shall constitute a contract among the City,
the Owners, and the Trustee. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.1. Authorization. The Bonds are hereby authorized to be issued
and delivered in accordance with the Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued in the aggregate principal amount of $2,896,000
for the purpose of (i) paying a portion of the Major Improvement Area Project Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and
construction of the Major Improvement Area Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion 16 of the costs incidental
to the organization of the District, and (v) paying the costs of issuance of the Bonds. Section 3.2. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall
be dated the Delivery Date and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons, and shall be numbered separately from R-1 upward,
except the Initial Bond, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the later of the Delivery Date or the most recent Interest Payment Date
to which interest has been paid or provided for, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below, or on a date of
earlier redemption, or otherwise provided for. Such interest shall be payable semiannually on March 15 and September 15 of each year, commencing March 15, 2022, computed on the basis
of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 15 in the years and in the principal amounts and shall bear interest at the rates set forth below:
Year Principal Amount Interest Rate 2031 $ 514,000 4.500% 2051 2,382,000 5.000 (d) The Bonds shall be subject to mandatory sinking fund redemption, optional redemption, and extraordinary
optional redemption prior to maturity as provided in Article IV, and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth in the form of Bond
set forth in Section 5.2. Section 3.3. Conditions Precedent to Delivery of Bonds. The Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall
authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of: (a) a certified
copy of the Assessment Ordinance; (b) a certified copy of the Bond Ordinance; (c) a copy of the executed Construction, Funding and Acquisition Agreement with all executed amendments
thereto; (d) a copy of this Indenture executed by the Trustee and the City; (e) an executed City Order directing the authentication and delivery of the Bonds, describing the Bonds
to be authenticated and delivered, designating the purchasers to whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all items required by this
Section are therewith delivered to the Trustee; 17 (f) an executed Signature and No-Litigation Certificate; (g) an executed opinion of Bond Counsel; and (h) the approving opinion
of the Attorney General of the State and the State Comptroller’s registration certificate. Section 3.4. Medium, Method and Place of Payment. (a) Principal of and interest on the
Bonds shall be paid in lawful money of the United States of America, as provided in this Section. (b) Interest on the Bonds shall be payable to the Owners thereof as shown in the
Register at the close of business on the relevant Record Date or Special Record Date, as applicable. (c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment
Date, and sent, first class United States mail, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each as such appears in the Register or by such other
customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement.
(d) The principal of each Bond shall be paid to the Owner of such Bond on the due date thereof, whether at the maturity date or the date of prior redemption thereof, upon presentation
and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required
or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions
are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section 3.2 of this Indenture.
(f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner
of the Bonds to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar law of the State, any such payments remaining unclaimed by the Owners entitled
thereto for three (3) years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any
such money remains after the retirement of all Outstanding Bonds, shall be paid to the City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar,
or any other Person shall be liable or responsible to any holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to any applicable
escheat law or similar law of the State. 18 Section 3.5. Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the City by the Mayor and City Secretary,
by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon such facsimile signatures on the Bonds shall have the same
effect as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal
of the City had been manually impressed upon each of the Bonds. (b) In the event that any officer of the City whose manual or facsimile signature appears on the Bonds ceases to be
such officer before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as
if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Indenture
unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized
signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of the Bonds. In lieu of the
executed Certificate of Trustee described above, the Initial Bond delivered on the Delivery Date shall have attached thereto the Comptroller’s Registration Certificate substantially
in the form provided herein, manually executed by the Comptroller, or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved
by the Attorney General, is a valid and binding obligation of the City, and has been registered by the Comptroller. (d) On the Delivery Date, one Initial Bond representing the entire
principal amount of all Bonds, payable in stated installments to the Purchaser, or its designee, executed with the manual or facsimile signatures of the Mayor and the City Secretary,
approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Trustee
shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount
of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.6. Refunding Bonds. (a) Except in accordance with the provisions of this Indenture,
including Section 13.2, the City shall not issue additional bonds, notes or other obligations payable from any portion of the Trust Estate, other than Refunding Bonds. The City reserves
the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs
incident to the Refunding Bonds, as authorized by the laws of the State of Texas. Except as limited by the terms of this Indenture, including Section 13.2, the City reserves the right
to incur debt payable from sources other than the Trust Estate, including revenue derived from contracts with other entities, including private corporations, municipalities and political
subdivisions issued 19 particularly for the purchase, construction, improvement, extension, replacement, enlargement or repair of the facilities needed in performing any such contract.
(b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to mandatory sinking fund redemption or mature on September 15 of the years in which such principal
is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate
or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture. (c)
Upon their authorization by the City, the Refunding Bonds of a series issued under this Section 3.6 and in accordance with Article IV hereof shall be issued and shall be delivered to
the purchasers or owners thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee the
items required by Section 3.3 above. Section 3.7. Ownership. (a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat the Person in whose name any Bond
is registered as the absolute owner of such Bond for the purpose of making and receiving payment as provided herein (except interest shall be paid to the Person in whose name such Bond
is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not such Bond is overdue, and none of the City, the Trustee or the Paying
Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of any Bond shall be valid and effectual and shall discharge the liability
of the City, the Trustee and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.8. Registration, Transfer and Exchange. (a) So long as any Bond
remains outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject to such reasonable regulations as
it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Indenture. The Paying Agent/Registrar represents and warrants
that it will maintain a copy of the Register, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable. (b)
A Bond shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other
evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable
upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in
any Authorized Denomination and in an aggregate 20 principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee is hereby authorized to authenticate
and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or exchanged in accordance
with this Section. A new Bond or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated Payment/Transfer Office,
or sent by United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance with this Section
shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu
of which such transferred Bond is delivered. (e) Each exchange Bond delivered in accordance with this Section shall constitute an original contractual obligation of the City and
shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (f) No service charge shall
be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require
the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, or exchange of a Bond.
(g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond or portion thereof called for redemption prior to maturity within forty-five
(45) days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.9. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture, and all Bonds in lieu of which exchange Bonds or replacement
Bonds are authenticated and delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement.
Whenever in this Indenture provision is made for the cancellation by the Trustee of any Bonds, the Trustee shall dispose of cancelled Bonds in accordance with its record retention
policies. Section 3.10. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of
the City may execute and, upon the City’s request, the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers of the City executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. 21
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable
delay, shall prepare, execute and deliver to the Trustee the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying
Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond or Bonds of the same
maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange
shall be made without the making of any charge therefor to any Owner. Section 3.11. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of
a mutilated Bond, the Trustee shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding.
The City or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in
connection therewith and any other expenses connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Trustee, pursuant to the applicable
laws of the State and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor
and principal amount bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar
satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required
by the Paying Agent/Registrar and the Trustee to save them and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing
costs, legal fees, fees of the Trustee and the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other
reasonable requirements imposed by the City and the Trustee. (c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond in lieu of which such
replacement Bond was issued presents for payment such original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the Person to whom
it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost, or expense incurred by the City, the Paying Agent/Registrar or the Trustee in connection therewith. 22 (d) In the event that any such mutilated, lost, apparently
destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such
Bond if it has become due and payable or may pay such Bond when it becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an
original additional contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered. Section 3.12. Book-Entry-Only System. (a) The Bonds shall initially be issued in book-entry-only form and shall be deposited with DTC, which
is hereby appointed to act as the securities depository therefor, in accordance with the blanket issuer letter of representations from the City to DTC. On the Delivery Date, the definitive
Bonds shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of Cede & Co., as nominee for DTC. (b) With respect to Bonds
registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on
behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility
or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
DTC Participant or any other Person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment
to any DTC Participant or any other Person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding
any other provision of this Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered
in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of redemption
and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all
such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the City to make payments
of amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in
place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed to the registered owner at the close of business on the Record
Date or Special Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. 23 Section 3.13. Successor Securities Depository: Transfer
Outside Book-Entry-Only System. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the blanket issuer letter of
representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of
1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository;
or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to transfer one or more separate registered Bonds
to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co.,
as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall
designate, in accordance with the provisions of this Indenture. Section 3.14. Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long
as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with
respect to such Bonds shall be made and given, respectively, in the manner provided in the blanket letter of representations from the City to DTC. ARTICLE IV REDEMPTION OF BONDS
BEFORE MATURITY Section 4.1. Limitation on Redemption. The Bonds shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Section 4.2.
Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September 15 in each of the years 2031 and 2051 (collectively, the “Term Bonds”), are subject to mandatory sinking fund
redemption prior to their respective maturities and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest
Account of the Bond Fund pursuant to Article VI, on the dates and in the respective sinking fund installments as set forth in the following schedule: 24 Term Bonds maturing September
15, 2031 Redemption Date Sinking Fund Installment Amount 2024 $56,000 2025 58,000 2026 61,000 2027 63,000 2028 65,000 2029 68,000 2030 70,000 2031* 73,000 Term Bonds maturing September
15, 2051 Redemption Date Sinking Fund Installment Amount 2032 $ 76,000 2033 79,000 2034 83,000 2035 86,000 2036 90,000 2037 94,000 2038 98,000 2039 103,000 2040 107,000 2041 112,000
2042 117,000 2043 123,000 2044 129,000 2045 135,000 2046 141,000 2047 147,000 2048 154,000 2049 162,000 2050 169,000 2051* 177,000 __________ * Stated Maturity. (b) At least
thirty (30) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by this Indenture, the Trustee shall select by lot, or by any other
customary method that results in a random selection, a principal amount of Bonds of such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed, shall call
such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such mandatory sinking fund redemption, as provided in Section 4.6. (c)
The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced, at the option
of the City, by the principal amount of any Bonds of such maturity which, at least 30 25 days prior to the sinking fund redemption date shall have been acquired by the City at a price
not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The Sinking Fund
Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced in integral multiples
of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or
extraordinary optional redemption provisions in Sections 4.3 and 4.4, respectively, hereof, and not previously credited to a mandatory sinking fund redemption. Section 4.3. Optional
Redemption. The City reserves the right and option to redeem Bonds before their scheduled maturity date, in whole or in part, on any date on or after September 15, 2031, such redemption
date or dates to be fixed by the City, at the Redemption Price. Section 4.4. Extraordinary Optional Redemption. The City reserves the right and option to redeem Bonds before their
respective scheduled maturity dates, in whole or in part, on the fifteenth day of any month, at the Redemption Price, from amounts on deposit in the Redemption Fund as a result of Prepayments
(including related transfers to the Redemption Fund as provided in Section 6.7(c)) or any other transfers to the Redemption Fund under the terms of this Indenture. Section 4.5. Partial
Redemption. (a) If less than all of the Bonds are to be redeemed pursuant to either Sections 4.3 or 4.4, Bonds shall be redeemed in increments of $1,000 by any method selected by
the Trustee that results in a random selection, provided that no redemption shall cause the principal amount of any Bond to be less than the minimum Authorized Denomination for such
Bond. Notwithstanding the foregoing, if any Bonds are to be partially redeemed and such redemption results in the redemption of a portion of a single Bond in an amount less than the
Authorized Denomination in effect at that time, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued, and notwithstanding any other
provision of this Indenture, such Bond may be assigned a CUSIP number. Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the principal amount
of such Bond by the minimum Authorized Denomination for such Bond. (b) A portion of an Outstanding Bond of any one maturity may be redeemed, but only in a principal amount equal to
$1,000 or any integral thereof. If a portion of an Outstanding Bond of a maturity is selected for redemption pursuant to subsection 4.5(a) hereof, the Trustee shall select the Outstanding
Bonds of such maturity to be redeemed by lot or in any manner deemed fair by the Trustee. The Trustee shall treat each $1,000 portion of such Bond as though it were a single Bond for
purposes of selection for redemption. No redemption shall result in a Bond in a denomination of less than an Authorized Denomination; provided, however, if the amount of Outstanding
Bonds is less than an Authorized Denomination after giving effect to 26 such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000,
may be issued. (c) Upon surrender of any Bond for redemption in part, the Trustee in accordance with Section 3.7 of this Indenture, shall authenticate and deliver an exchange Bond
or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. Section 4.6. Notice of Redemption to Owners.
(a) Upon written direction from the City to the Trustee of the exercise of any redemption provision provided hereunder, the Trustee shall give notice of any redemption of Bonds by
sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond or portion thereof to be redeemed,
at the address shown in the Register. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if
less than all the Bonds Outstanding are to be redeemed, and subject to Section 4.5, an identification of the Bonds or portions thereof to be redeemed, any conditions to such redemption
and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. (c) Any notice given as provided in this
Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. (d) With respect to any optional redemption of the Bonds, unless the
Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption
on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption.
If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice shall be of no force and effect, the City
shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. (e) The City has the
right to rescind any optional redemption or extraordinary optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to the date fixed for redemption.
Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called
for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission
of redemption in the same manner notice of redemption was originally provided. Section 4.7. Payment Upon Redemption. (a) The Trustee shall make provision for the payment of the
Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or 27 otherwise received by the Trustee from the City and shall use such
funds solely for the purpose of paying the Redemption Price on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the designated corporate
trust office of the Trustee on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond to the date of redemption from the moneys set aside for
such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in Section 4.6 of this Indenture, the Bonds or portions thereof called for redemption
shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds to the date fixed for redemption are on deposit
with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered
for payment on such date. ARTICLE V FORM OF THE BONDS Section 5.1. Form Generally. (a) The Bonds, including the Registration Certificate of the Comptroller, the Certificate
of the Trustee, and the Assignment to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article with such appropriate insertions, omissions, substitutions,
and other variations as are permitted or required by this Indenture, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters
of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of
counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the
text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The definitive Bonds shall be typewritten, printed,
lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as
evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General may be typewritten and photocopied or otherwise reproduced. 28 Section 5.2. Form
of the Bonds. (a) Form of Bond. REGISTERED NO. ______ United States of America State of Texas CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BOND, SERIES 2021 (SHERLEY
TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT) REGISTERED $__________ INTEREST RATE MATURITY DATE DELIVERY DATE CUSIP NUMBER ______% September 15, 20__
__________, 2021 __________ The City of Anna, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate, to or registered assigns, on the
Maturity Date, as specified above, the sum of ______________________________ DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Delivery Date, as specified
above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate
of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on March 15 and September 15 of each year, commencing
March 15, 2022. Capitalized terms appearing herein that are defined terms in the Indenture (defined below) have the meanings assigned to them in the Indenture. Reference is made to
the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States
of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of NEITHER THE FAITH AND CREDIT NOR
THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS
BOND. ______________________________________ 29 Regions Bank, as trustee and paying agent/registrar (the "Trustee"), or, with respect to a successor trustee and paying agent/registrar,
at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered
owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and
expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered
at the close of business on the "Record Date," which shall be the last Business Day of the month next preceding such Interest Payment Date; provided, however, that in the event of nonpayment
of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Trustee,
if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which
shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first class postage prepaid, to the
address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. If a date for the
payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer
Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the
same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the designation specified
in its title (herein referred to as the "Bonds"), dated as of the Delivery Date and issued in the aggregate principal amount of $2,896,000 and issued, with the limitations described
herein, pursuant to an Indenture of Trust, dated as of August 1, 2021 (the "Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby made for a description
of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City,
and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. All Bonds issued
under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Major Improvement
Area Project Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Major Improvement Area Projects, (iii) funding
a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the costs of issuance
of the Bonds. The Bonds are special, limited obligations of the City payable solely from the Trust Estate. Reference is hereby made to the Indenture, copies of which are on file with
and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the City, the Trustee and the Owners.
The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture. 30 IN THE INDENTURE, THE CITY HAS
RESERVED THE RIGHT to issue Refunding Bonds payable from and secured by a lien on and pledge of the sources described above on a parity with this Bond. Notwithstanding any provision
hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect
Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in denominations of $100,000 and any multiple
of $1,000 in excess thereof ("Authorized Denominations"). Except to the extent permitted by the Indenture, the City prohibits the breaking up or allocation of CUSIP numbers to any
Bond or Bonds in denominations of less than $100,000, and any attempt to do so will be void and of no effect. The Bonds maturing on September 15 in the years 2031 and 2051 (collectively,
"Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at the Redemption Price from moneys available
for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the Indenture, on the dates and in the respective sinking fund installments as set
forth in the following schedule: Term Bonds maturing September 15, 2031 Redemption Date Sinking Fund Installment Amount 2024 $56,000 2025 58,000 2026 61,000 2027 63,000 2028 65,000
2029 68,000 2030 70,000 2031* 73,000 31 Term Bonds maturing September 15, 2051 Redemption Date Sinking Fund Installment Amount 2032 $ 76,000 2033 79,000 2034 83,000 2035 86,000
2036 90,000 2037 94,000 2038 98,000 2039 103,000 2040 107,000 2041 112,000 2042 117,000 2043 123,000 2044 129,000 2045 135,000 2046 141,000 2047 147,000 2048 154,000 2049 162,000 2050
169,000 2051* 177,000 __________ * Stated Maturity. At least thirty (30) days prior to each sinking fund redemption date, and subject to any prior reduction authorized by the
Indenture, the Trustee shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Bonds of such maturity equal to
the sinking fund installments of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such
redemption, as provided in Section 4.6 of the Indenture. The principal amount of Bonds required to be redeemed on any sinking fund redemption date shall be reduced, at the option
of the City, by the principal amount of any Bonds of such maturity which, at least 30 days prior to the sinking fund redemption date shall have been acquired by the City at a price
not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. The Sinking Fund Installments
of Term Bonds required to be redeemed on any mandatory sinking fund redemption shall be reduced in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days
prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions in the Indenture and
not previously credited to a mandatory sinking fund redemption. 32 The City reserves the right and option to redeem Bonds before their scheduled maturity date, in whole or in part,
on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price. The Bonds are subject to extraordinary optional redemption
prior to maturity in whole or in part, on the fifteenth day of any month, at the Redemption Price from amounts on deposit in the Redemption Fund as a result of Prepayments or any other
transfers to the Redemption Fund under the terms of the Indenture. A portion of an Outstanding Bond of any one maturity may be redeemed, but only in a principal amount equal to $1,000
or any integral thereof. If a portion of an Outstanding Bond of a maturity is selected for redemption pursuant to the Indenture, the Trustee shall select the Outstanding Bonds of such
maturity to be redeemed by lot or in any manner deemed fair by the Trustee. The Trustee shall treat each $1,000 portion of such Bond as though it were a single Bond for purposes of
selection for redemption. No redemption shall result in a Bond in a denomination of less than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less
than an Authorized Denomination after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued.
Upon written direction from the City to the Trustee of the exercise of any redemption provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds
by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be
redeemed, at the address shown on the Register. The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and,
if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption
date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. Any notice so given shall be conclusively presumed to have been duly
given, whether or not the Owner receives such notice. With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption
Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before
the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such
prerequisites to the redemption and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice,
in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. The City has the right to rescind any optional redemption or extraordinary optional
redemption described in the Indenture by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for
any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event
of Default under the 33 Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the
Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount
of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture
and their consequences. Any such consent or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon
all future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon
this Bond. As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other
evidence of transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the
transfer of this Bond. Upon satisfaction of such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate
of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer
or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall
not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The City, the Trustee, and any other Person may treat the Person in whose name
this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered
on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by
notice to the contrary. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF,
IS PLEDGED TO THE PAYMENT OF THE BONDS. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all
acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and
manner, as required by law; and that the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation. IN WITNESS WHEREOF, the City
Council of the City has caused this Bond to be executed under the official seal of the City. 34 ____________________________
City Secretary Mayor [CITY SEAL] (b) Form of Comptroller’s Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear
on the Initial Bond: REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ______________ THE STATE OF TEXAS
§ I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that
this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________. _______________________________ Comptroller of Public
Accounts of the State of Texas [SEAL] (c) Form of Certificate of Trustee. CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the series of
Bonds referred to in the within mentioned Indenture. REGIONS BANK, as Trustee DATED: _________________ By: _____________________________ 35 Authorized Signatory
(d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name and address, including zip code, of Transferee.)
_____________________________________________________________________________ _____________________________________________________________________________ _______________________________________
______________________________________ (Social Security or other identifying number: ____________________________) the within Bond and all rights hereunder, and hereby irrevocably constitutes
and appoints ___________________________________________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution
in the premises. Dated: ___________________________ Signature Guaranteed by: ___________________________________ Authorized Signatory NOTICE: The signature on this Assignment
must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee.
(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this section, except for the following alterations: (i) immediately under the name of the
Bond the heading "INTEREST RATE" and "MATURITY DATE" shall both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii)
in the first paragraph of the Bond, the words "on the Maturity Date, as specified above, the sum of ______________________________ DOLLARS" shall be deleted and the following will be
inserted: "on September 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year Principal Amount
Interest Rate (Information to be inserted from Section 3.2(c)); and 36 (iii) the Initial Bond shall be numbered T-1. Section 5.3. CUSIP Registration. The City may secure
identification numbers through CUSIP Global Services, managed by S&P Global Markets Intelligence on behalf of the American Bankers Association, New York, New York, and may authorize
the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect
as regards the legality thereof and none of the City, the attorneys approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers incorrectly printed
on the Bonds. Except as authorized under Section 4.5 hereof, the City prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the assignment of
a CUSIP number to any Bond with a denomination of less than $100,000, and any attempt to accomplish either of the foregoing shall be void and of no effect. The Trustee may include
in any redemption notice a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience
of the Bondholders and that neither the City nor the Trustee shall be liable for any inaccuracies in such numbers. Section 5.4. Legal Opinion. The approving legal opinion of Bond
Counsel may be printed on or attached to each Bond over the certification of the City Secretary of the City, which may be executed in facsimile. ARTICLE VI FUNDS AND ACCOUNTS Section
6.1. Establishment of Funds and Accounts. (a) Creation of Funds. The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii)
Bond Fund; (iii) Project Fund; (iv) Reserve Fund; (v) Redemption Fund; (vi) Rebate Fund; and (vii) Administrative Fund. 37 (b) Creation of Accounts. (i)
The following Accounts are hereby created and established under the Bond Fund: (A) Capitalized Interest Account; and (B) Principal and Interest Account. (ii) The following
Accounts are hereby created and established under the Reserve Fund: (A) Reserve Account; and (B) Delinquency and Prepayment Reserve Account. (iii) The following Accounts
are hereby created and established under the Project Fund: (A) Major Improvement Area Bond Improvement Account; (B) Major Improvement Area Developer Improvement Account; and (C) Costs
of Issuance Account. (iv) The following Account is hereby created and established under the Pledged Revenue Fund: (A) Bond Pledged Revenue Account. (c) Each Fund and each Account
created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall
be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds. The Major Improvement Area Developer Improvement Account shall constitute
a trust fund which shall be held in trust by the Trustee solely for the benefit of the Developer. The Major Improvement Area Developer Improvement Account shall not be part of the
Trust Estate and shall not be security for the Bonds. Amounts in the Major Improvement Area Developer Improvement Account shall not be used to pay the principal of or interest on the
Bonds. Amounts on deposit in the Funds and Accounts shall be used solely for the purposes set forth herein. (d) Interest earnings and profit on each respective Fund and Account
established by this Indenture shall be applied or withdrawn for the purposes of such Fund or Account as specified below. Section 6.2. Initial Deposits to Funds and Accounts. 38
(a) The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows: (i) to the Capitalized Interest Account of the Bond
Fund: $295,917.42; (ii) to the Principal and Interest Account of the Bond Fund: $0.00; (iii) to the Reserve Account of the Reserve Fund: $198,230.00, which is equal to the initial
Reserve Account Requirement; (iv) to the Costs of Issuance Account of the Project Fund: $193,403.50; (v) to the Major Improvement Area Bond Improvement Account of the Project Fund:
$2,086,569.08; and (vi) to the Administrative Fund: $35,000.00. (b) Funds received from the Developer on the Delivery Date in the amount of $173,080.92 shall be deposited to the
Major Improvement Area Developer Improvement Account. Section 6.3. Pledged Revenue Fund. (a) Periodically upon receipt thereof, the City shall transfer to the Trustee for deposit
to the Pledged Revenue Fund the Assessments and Annual Installments, other than the portion of the Assessments and Annual Installments allocated to the payment of Annual Collection
Costs and Delinquent Collection Costs, which shall be deposited to the Administrative Fund in accordance with Section 6.9 hereof. Following such deposit to the Pledged Revenue Fund,
the City shall transfer or cause to be transferred the following amounts from the Pledged Revenue Fund to the following Accounts: (i) first, to the Bond Pledged Revenue Account of the
Pledged Revenue Fund, an amount sufficient to pay debt service on the Bonds next coming due, and (ii) second, if necessary, to the Reserve Account of the Reserve Fund, an amount to
cause the amount in the Reserve Account to equal the Reserve Account Requirement. Notwithstanding the foregoing, the Additional Interest shall only be utilized for the purposes set
forth in Section 6.7 hereof and, immediately following the initial deposit to the Pledged Revenue Fund, prior to any other transfers or deposits being made under this Section 6.3(a),
if the Delinquency and Prepayment Reserve Account of the Reserve Fund does not contain the Delinquency and Prepayment Reserve Requirement and Additional Interest is collected, then
all such Additional Interest will be transferred into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement is met. In addition, in
the event the City owes Rebatable Arbitrage to the United States Government pursuant to Section 6.8 hereof, the City shall provide written direction to the Trustee to transfer to the
Rebate Fund, prior to any other transfer under this Section 6.3(a), the full amount of Rebatable Arbitrage owed by the City, as further described in Section 6.11(f) hereof. If any
funds remain on deposit in the Pledged Revenue Fund after the foregoing deposits are made, the City shall have the option, in its sole and absolute discretion, to use such excess funds
for any one or more of the following purposes: (i) pay other costs of the Major Improvement Area Projects, (ii) pay other costs permitted by the PID Act, or (iii) deposit such excess
into the Redemption Fund to redeem Bonds as provided in 39 Article IV. Along with each transfer to the Trustee, the City shall provide a certificate as to the funds, accounts and payments
into which the amounts are to be deposited or paid. (b) From time to time as needed to pay the obligations relating to the Bonds, but no later than five (5) Business Days before
each Interest Payment Date, the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account
any amounts then on deposit in such Principal and Interest Account and any expected transfers from the Capitalized Interest Account to the Principal and Interest Account, such that
the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds on the next Interest Payment
Date. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph
(b) above, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking
Fund Installments) on the Bonds. (d) The Trustee shall transfer Prepayments to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 promptly after deposit of such
amounts into the Pledged Revenue Fund. (e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall transfer such Foreclosure Proceeds
first to the Reserve Fund to restore any transfers from the Accounts within the Reserve Fund made with respect to the particular Assessed Property to which the Foreclosure Proceeds
relate (first, to replenish the Reserve Account Requirement and second, to replenish the Delinquency & Prepayment Reserve Requirement), and second, to the Redemption Fund to be used
to redeem Bonds pursuant to Section 4.4. (f) After satisfaction of the requirement to provide for the payment of the principal and interest on the Bonds and to fund any deficiency
that may exist in the Reserve Fund, the Trustee shall transfer any Pledged Revenues remaining in the Pledged Revenue Fund for the purposes set forth in Section 6.3(a) hereof, as directed
by the City in a City Order. Section 6.4. Bond Fund. (a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the
Paying Agent/Registrar the principal (including any Sinking Fund Installments) and interest then due and payable on the Bonds, less any amount to be used to pay interest on the Bonds
on such Interest Payment Date from the Capitalized Interest Account as provided below. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set
forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency pursuant to Section 6.7(f). Amounts so withdrawn from
the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar. 40 (c) Moneys in the Capitalized Interest Account shall
be used for the payment of all interest due on the Bonds on March 15, 2022, September 15, 2022, March 15, 2023 and September 15, 2023. Not later than five Business Days prior to the
Interest Payment Date specified above, the Trustee shall withdraw from the Capitalized Interest Account and transfer to the Principal and Interest Account of the Bond Fund all interest
due on the Bonds on such Interest Payment Dates. Any amounts on deposit to the Capitalized Interest Account after the foregoing payments shall be transferred to the Major Improvement
Area Bond Improvement Account of the Project Fund, or if the Major Improvement Area Bond Improvement Account of the Project Fund has been closed as provided in Section 6.5(d) or (f),
such amounts shall be transferred to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 and the Capitalized Interest Account shall be closed. (d) If, after the
foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph (a) above, the Trustee
shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on
the Bonds. Section 6.5. Project Fund. (a) Money on deposit in the Major Improvement Area Bond Improvement Account of the Project Fund shall be used for the purposes specified
in Section 3.1. (b) (1) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of issuance of the Bonds pursuant to one or
more City Orders. (2) Disbursements from the Major Improvement Area Bond Improvement Account and the Major Improvement Area Developer Improvement Account of the Project Fund to pay
Major Improvement Area Project Costs shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certification for Payment. The funds from the Major
Improvement Area Bond Improvement Account and the Major Improvement Area Developer Improvement Account of the Project Fund shall be disbursed in accordance with a Certification for
Payment as described in the Construction, Funding and Acquisition Agreement. Each such Certification for Payment shall include a list of the payees and the payments to be made to such
payees as well as a statement that all payments shall be made by check or wire transfer in accordance with the payment instructions set forth in such Certification for Payment or in
the invoices submitted therewith and the Trustee may rely on such payment instructions with no duty to investigate or inquire as to the authenticity of or authorization for the invoice
or the payment instructions contained therein. (c) Except as provided in Section 6.5(d), (e) and (h), money on deposit in the Major Improvement Area Bond Improvement Account and the
Major Improvement Area Developer Improvement Account of the Project Fund shall be used solely to pay Major Improvement Area Project Costs. (d) If the City Representative determines
in his or her sole discretion that certain amounts then on deposit in the Major Improvement Area Bond Improvement Account and the 41 Major Improvement Area Developer Improvement Account
are not expected to be expended for purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Major Improvement Area Projects such that,
in the opinion of the City Representative, it is unlikely that the amounts in the Major Improvement Area Bond Improvement Account and the Major Improvement Area Developer Improvement
Account will ever be expended for the purposes of the Major Improvement Area Bond Improvement Account and the Major Improvement Area Developer Improvement Account, respectively, the
City Representative shall file a City Order with the Trustee which identifies the amounts then on deposit in the Major Improvement Area Bond Improvement Account and the Major Improvement
Area Developer Improvement Account that are not expected to be used for purposes of the respective Account. If such City Order is so filed, the identified amounts on deposit in the
Major Improvement Area Bond Improvement Account shall be transferred to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 as directed by the
City Representative in a City Order filed with the Trustee, and the identified amounts on deposit in the Major Improvement Area Developer Improvement Account shall be transferred and
released to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(f). Upon such transfer, the Major Improvement Area Bond Improvement Account
and the Major Improvement Area Developer Improvement Account of the Project Fund shall be closed. (e) Upon the filing of a City Order stating that (i) all Major Improvement Area
Projects have been completed and that all Major Improvement Area Project Costs have been paid, or that any Major Improvement Area Project Costs are not required to be paid from the
Major Improvement Area Bond Improvement Account of the Project Fund pursuant to a Certification for Payment, the Trustee shall transfer the amount, if any, remaining within the Major
Improvement Area Bond Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 as directed by the City Representative
in a City Order filed with the Trustee, and the amounts on deposit in the Major Improvement Area Developer Improvement Account shall be transferred and released to the Developer, or
to the Developer's successors and assigns or designees pursuant to Section 6.5(f). Upon such transfer, the Major Improvement Area Bond Improvement Account and Major Improvement Area
Developer Improvement Account of the Project Fund shall be closed. (f) Any amounts in the Major Improvement Area Developer Improvement Account to be transferred and released pursuant
to Section 6.5(d), (e) or (h) shall be irrevocably and unconditionally transferred and released to the Developer, or to the Developer's successors and assigns or designees as identified
in a written notice from the Developer to the Trustee and the City. The City and the Trustee shall solely and conclusively rely as to payment of amounts released from the Major Improvement
Area Developer Improvement Account on any such written notice from the Developer as to their successors and assigns or designees. The City shall provide written notice of the release
to the Trustee and Developer, or to the Developer's successors and assigns or designees, and the amount payable to the Developer, or its successors and assigns or designees. (g) Upon
a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred to the
Major Improvement Area Bond Improvement Account of the Project Fund and used to pay Major Improvement Area Project Costs or to the Principal and Interest Account and 42 used to pay
interest on the Bonds, as directed in a City Order filed with the Trustee, and the Costs of Issuance Account shall be closed. (h) In the event the Developer has not completed the
Major Improvement Area Projects by July 15, 2026, then the City may provide written direction to the Trustee to (i) transfer all funds on deposit in the Major Improvement Area Bond
Improvement Account to the Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof, and (ii) transfer and release amounts on deposit in the Major Improvement Area Developer Improvement
Account to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(f). Upon such transfers, the Major Improvement Area Bond Improvement Account
and Major Improvement Area Developer Improvement Account of the Project Fund shall be closed. (i) In providing any disbursement under this Section, the Trustee may conclusively rely
as to the completeness and accuracy of all statements in such Certification for Payment if such certificate is signed by a City Representative, and the Trustee shall not be required
to make any independent investigation in connection therewith. The execution of any Certification for Payment by a City Representative shall constitute, unto the Trustee, an irrevocable
determination that all conditions precedent to the payments requested have been completed. Section 6.6. Redemption Fund. The Trustee shall cause to be deposited to the Redemption
Fund from the Pledged Revenue Fund an amount sufficient to redeem Bonds as provided in Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4.
Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds as provided in Article IV. 43 Section 6.7. Reserve Fund. (a) The City agrees
with the Owners of the Bonds to accumulate and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve Account Requirement. All amounts deposited
in the Reserve Account shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in this Indenture.
The Trustee will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account on March 15 of each year, commencing March
15, 2022, an amount the City confirms to the Trustee is equal to the Additional Interest until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency
and Prepayment Reserve Account; provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve
Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement
has accumulated in the Delinquency and Prepayment Reserve Account. In calculating the amounts to be transferred pursuant to this Section, the Trustee may conclusively rely on the Annual
Installments as shown on the Assessment Roll in the Service and Assessment Plan unless and until it receives a City Order directing that a different amount be used. Whenever a transfer
is made from the Reserve Account to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn
and the source of said funds. The Additional Interest shall continue to be collected and deposited pursuant to this Section 6.7 until the Bonds are no longer Outstanding. (b) Whenever
a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn
and the source of said funds. (c) In the event of an extraordinary optional redemption of Bonds from the proceeds of a Prepayment pursuant to Section 4.4, the Trustee, pursuant to
prior written directions from the City, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified in such directions, which shall be an
amount equal to the principal amount of Bonds to be redeemed multiplied by the lesser of: (i) the amount required to be in the Reserve Account of the Reserve Fund divided by the principal
amount of Outstanding Bonds prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior
to the redemption. If after such transfer, and after applying investment earnings on the Prepayment toward payment of accrued interest, there are insufficient funds to pay the principal
amount plus accrued and unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed as a result of such Prepayment, the Trustee shall transfer an amount
equal to the shortfall from the Delinquency and Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds. (d) Whenever, on any Interest Payment
Date, or on any other date at the request of a City Representative, the value of cash and Value of Investment Securities on deposit in the Reserve Account exceeds the Reserve Account
Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess. Such excess shall be transferred to the Principal and Interest Account
to be used for the payment of interest on the Bonds on the 44 next Interest Payment Date in accordance with Section 6.4, unless within thirty days of such notice to the City Representative,
the Trustee receives a City Order instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to the Administrative Fund in an amount not more
than the Annual Collection Costs for the Bonds, (iii) to the Major Improvement Area Bond Improvement Account of the Project Fund to pay Major Improvement Area Project Costs if such
application and the expenditure of funds is expected to occur within three years of the date hereof, or (iv) to the Redemption Fund to be applied to the redemption of Bonds. (e)
Whenever, on any Interest Payment Date, or on any other date at the written request of the City Representative, the amounts on deposit in the Delinquency and Prepayment Reserve Account
exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess, and such excess shall be transferred, at
the direction of the City pursuant to a City Order, to the Administrative Fund for the payment of Annual Collection Costs or to the Redemption Fund to be used to redeem Bonds pursuant
to Section 4.4. In the event that the Trustee does not receive a City Order directing the transfer of such excess to the Administrative Fund within 45 days of providing notice to the
City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof and provide the City with written notification of the
transfer. The Trustee shall incur no liability for the accuracy or validity of the transfer so long as the Trustee made such transfer in full compliance with this Section. (f) Whenever,
on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall transfer first from the
Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary to cure such deficiency.
(g) At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the Delinquency and Prepayment Reserve Account shall be transferred to the Principal and
Interest Account and applied to the payment of the principal of the Bonds. (h) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account is less than the
Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account the amount of such deficiency, but only to the extent that such amount is
not required for the timely payment of principal, interest, or Sinking Fund Installments. (i) If the amount held in the Reserve Fund together with the amount held in the Pledged
Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal amount and of all Outstanding Bonds on the next date the Bonds may be optionally redeemed by the City
at a redemption price of par, together with the unpaid interest accrued on such Bonds as of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to
redeem all Bonds on such date. 45 Section 6.8. Rebate Fund: Rebatable Arbitrage. (a) The Rebate Fund is to be held by the Trustee in accordance with the terms and provisions
of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due the United States Government in accordance with the Code. The Rebate
Fund shall not be part of the Trust Estate and shall not be security for the Bonds. (b) In order to assure that Rebatable Arbitrage is paid to the United States rather than to a
third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and the City’s federal tax certificate for the Bonds, as further set forth
in written directions from the City to the Trustee. The Trustee may conclusively rely on such written instructions as set forth in this Section and shall not be responsible for any
loss or liability resulting from the investment of funds under this Section, but only so long as the Trustee follows such written instructions in all respects. (c) The Trustee conclusively
shall be deemed to have complied with the provisions of this Section and shall not be liable or responsible if it follows the written instructions of the City and shall not be required
to take any action under this Section in the absence of instructions from the City. (d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund exceeds
the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City Order, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund. Section
6.9. Administrative Fund. (a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to the Administrative Fund the portion of the Assessments and Annual
Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan. (b) Moneys in the Administrative
Fund shall be held by the Trustee separate and apart from the other Funds created and administered hereunder and used as directed by a City Order solely for the purposes set forth in
the Service and Assessment Plan, including payment of Annual Collection Costs and Delinquent Collection Costs. The Administrative Fund shall not be part of the Trust Estate and shall
not be security for the Bonds. Section 6.10. Investment of Funds. (a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by the Trustee in Investment
Securities as directed by the City pursuant to a City Order filed with the Trustee; provided that all such deposits and investments shall be made in such manner that the money required
to be expended from any Fund or Account will be available at the proper time or times. Money in the Reserve Fund shall be invested in such Investment Securities as directed by the
City pursuant to a City Order filed with the Trustee, provided that the final maturity of any individual Investment Security shall not exceed 270 days and the average weighted maturity
of any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such City Order shall be a certification, upon which the Trustee may conclusively rely without
investigation or inquiry, that the investment directed therein constitutes an 46 Investment Security and that such investments meet the maturity and average weighted maturity requirements
set forth in the preceding sentence. Such investments shall be valued each year in terms of the Value of Investment Securities as of September 30. For purposes of maximizing investment
returns, to the extent permitted by law, money in the Funds and Accounts may be invested in common investments of the kind described above, or in a common pool of such investment which
shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates
of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such Fund or Account
are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold to prevent any default under this Indenture. To ensure that cash on hand
is invested, if the City does not give the Trustee written or timely instructions with respect to investments of funds, the Trustee is hereby directed to invest and re-invest cash balances
in Morgan Stanley, Fidelity or Federated family of funds, but only so long as such funds are authorized investments and permitted under the Public Funds Investment Act, Texas Government
Code, Chapter 2256, as amended, or any successor law, and only so long as such investments constitute Investment Securities and the money required to be expended from any Fund will
be available at the proper time or times. (b) Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject,
however, to the requirements of this Indenture for transfer of interest earnings and profits resulting from investment of amounts in Funds and Accounts. Whenever in this Indenture
any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Investment Securities as directed by the City
in writing. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. The Trustee shall
not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee shall not be required to determine the legality of any investments. (d)
Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions
herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times
account for such investments strictly in accordance with the Funds and Accounts to which they are credited and otherwise as provided in this Indenture. (e) The Trustee will furnish
to the City, upon the City’s written request, periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by
the City. Upon the City’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request.
The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The City further understands
that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from
the applicable broker. 47 (f) In the event it is found, after an annual calculation has been done pursuant to Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United
States Government, the City shall direct the Trustee, pursuant to a City Order, to transfer to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an
amount equal to the Rebatable Arbitrage owed by the City. The City Order shall specify the amount to the transferred and the Pledged Fund or Pledged Funds from which the investment
earnings shall be transferred. Section 6.11. Security of Funds. All Funds heretofore created or reaffirmed, to the extent not invested as herein permitted, shall be secured in
the manner and to the fullest extent required by law for the security of public funds, and such Funds shall be used only for the purposes and in the manner permitted or required by
this Indenture. ARTICLE VII COVENANTS Section 7.1. Confirmation of Assessments. The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it has levied
the Assessments against the Assessed Property from which the Assessment Revenues will be collected and received. Section 7.2. Collection and Enforcement of Assessments. (a) For
so long as any Bonds are Outstanding, the City covenants, agrees and warrants that it will take and pursue all reasonable actions permissib1e under Applicable Laws to cause the Assessments
to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement or exemption
in the Assessments. (b) To the extent permitted by law, notice of the Annual Installments shall be sent by, or on behalf of, the City to the affected property owners on the same
statement or such other mechanism that is used by the City, so that such Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties,
procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City. (c) The City will determine or cause to be determined, no later than February
15 of each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all
appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district
court to foreclose the currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for
the purchase of the delinquent Assessments or the corresponding particular Assessed Property. 48 (d) The City shall not be required under any circumstances to expend any funds for
Delinquent Collection Costs or Annual Collection Costs in connection with its covenants and agreements under this Section or otherwise other than funds on deposit in the Administrative
Fund. Section 7.3. Against Encumbrances. (a) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City shall not create and, to the extent Pledged Revenues
are received, shall not suffer to remain, any lien, encumbrance or charge upon the Pledged Revenues or upon any other property pledged under this Indenture, except the pledge created
for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. (b) So long as Bonds are Outstanding hereunder,
the City shall not issue any bonds, notes or other evidences of indebtedness, other than the Bonds and any Refunding Bonds issued to refund all or a portion of the Bonds, secured by
any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, other than a lien or pledge subordinate to the lien and pledge of such
property related to the Bonds. Section 7.4. Records, Accounts, Accounting Reports. The City hereby covenants and agrees that so long as any Bonds are Outstanding, it will keep
and maintain a proper and complete system of records and accounts pertaining to the Assessments. The Trustee and holder or holders of any Bonds or any duly authorized agent or agents
of such holders shall have the right at all reasonable times to inspect all such records, accounts, and data relating thereto, upon written request to the City by the Trustee or duly
authorized representative, as applicable. The City shall provide the Trustee or duly authorized representative, as applicable, an opportunity to inspect such books and records relating
to the Bonds during the City’s regular business hours and on a mutually agreeable date not later than twenty days after the City receives such request. Section 7.5. Covenants Regarding
Tax Exemption of Interest on Bonds. (a) The City covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds
as an obligation described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance
thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any)
are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such
amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Article or any underlying arrangement, directly or indirectly,
secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; 49 (2) to take any action to assure
that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts
deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of
section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds
of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention
of section 141(c) of the Code; (4) to refrain from taking any action that would otherwise result in the Bonds being treated as a "private activity bond" within the meaning of section
141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain
from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as
defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds, other than investment property acquired with – (A) proceeds of the Bonds
invested for a reasonable temporary period of 3 years or less or, in the case of refunding bonds, for a period of 30 days or less until such proceeds are needed for the purpose for
which the Bonds or refunding bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C)
amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict
the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148
of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after
the date of issue of the Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at
least once during each five-year period (beginning on the Delivery Date) an amount that is at least equal to 90 percent of 50 the "Excess Earnings," within the meaning of section 148(f)
of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result
of Excess Earnings under section 148(f) of the Code. (b) In order to facilitate compliance with the above covenant (a)(9), the Rebate Fund is established by the City pursuant to Section
6.1 for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered Owner.
The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) The City understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of
the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the
U.S. Department of the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of
the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally
recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations
or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary,
in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance
of such intention, the City hereby authorizes and directs the Director of Finance to execute any documents, certificates or reports required by the Code and to make such elections,
on behalf of the City, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) The City covenants to account for the expenditure of
sale proceeds and investment earnings to be used for Major Improvement Area Project Costs on its books and records in accordance with the requirements of the Code. The City recognizes
that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1)
the expenditure is made, or (2) the Major Improvement Area Projects are completed; but in no event later than three years after the date on which the original expenditure is paid.
The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60
days after the earlier of (1) the fifth anniversary of the Delivery Date, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally-recognized bond counsel
if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the taxexempt status of the Bonds. For purposes hereof, the City shall
not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest. (e) The City covenants that the projects funded with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt
by the City of cash or 51 other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect
the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated
as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains a legal opinion
that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. ARTICLE VIII LIABILITY OF CITY Section
8.1. Liability of City. (a) Neither the full faith and credit nor the general taxing power of the City is pledged to the payment of the Bonds, and, except for the Trust Estate, no
City taxes, fee or revenues from any source are pledged to the payment of, or available to pay any portion of, the Bonds or any other obligations relating to the District. The City
shall never be liable for any obligations relating to the Bonds or other obligations relating to the District, other than as specifically provided for in this Indenture. (b) The City
shall not incur any responsibility in respect of the Bonds or this Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or
imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not
be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Trustee herein or of any of the documents executed
by the Trustee in connection with the Bonds, or as to the existence of a default or event of default thereunder. (c) In the absence of bad faith, the City may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this
Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (d) No provision
of this Indenture, the Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale,
delivery, or administration of the Bonds (collectively, the "Bond Documents"), shall require the City to expend or risk its own general funds or other funds or otherwise incur any financial
liability (other than with respect to the Trust Estate and the Annual Collection Costs) in the performance of any of its obligations hereunder, or in the exercise of any of its rights
or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. (e) Neither the
Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City’s failure to perform
in any respect any covenant, undertaking, or obligation under any Bond 52 Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond
Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PID
Act. Any such claim shall be payable only from the Trust Estate or the amounts collected to pay Annual Collection Costs on deposit in the Administrative Fund. Nothing contained in
any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of
its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds by mandamus or other proceeding
at law or in equity. (f) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report,
warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel
with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in
good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture the City shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct
on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager
or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions
of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it
may deem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall
not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing
so, upon the opinions, calculations, determinations, and directions of such persons or entities. ARTICLE IX THE TRUSTEE Section 9.1. Acceptance of Trust; Trustee as Registrar
and Paying Agent. (a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the terms and conditions and subject to the
provisions of this Indenture to all of which the parties hereto and the respective Owners of the Bonds agree. (b) The Trustee is hereby designated and agrees to act as Paying Agent/Registrar
for and with respect to the Bonds. Section 9.2. Trustee Entitled to Indemnity. 53 The Trustee shall be under no obligation to institute any suit, or to undertake any proceeding
under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created
or in the enforcement of any rights and powers hereunder, until it shall be indemnified, to the extent permitted by law, to its satisfaction against any and all costs and expenses,
outlays, and counsel fees and other reasonable disbursements, and against all liability except as a consequence of its own negligence or willful misconduct; provided, however, that
in no event shall the Trustee request or require indemnification as a condition to making any deposits, payments or transfers (provided such payment or transfer is prior to an Event
of Default) when required hereunder, or to deliver any notice when required hereunder. To the extent permitted by law and during the occurrence of an Event of Default, the Trustee
shall be entitled to indemnification as a condition to making any deposits, payments or transfers when required hereunder, or to delivering any notice when required hereunder. Nevertheless,
the Trustee may begin suit, or appear in and defend suit, or exercise any such rights and powers as Trustee, and in such case the Trustee may make transfers from the Pledged Revenue
Fund and Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in connection therewith and shall, to the
extent permitted by law, be entitled to a preference therefor over any Bonds Outstanding hereunder. Section 9.3. Responsibilities of the Trustee. (a) The recitals contained in
this Indenture and in the Bonds shall be taken as the statements of the City and the Trustee assumes no responsibility for and undertakes no duty to verify the correctness of the same.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Bonds or with respect to the security afforded by this Indenture, and the Trustee shall
incur no liability with respect thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance
of Bonds for value; (ii) the application of the proceeds thereof, except to the extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any
moneys paid to the City or others in accordance with this Indenture, except as to the application of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage
or rebate under the Code; (v) any loss suffered in connection with any investment of funds in accordance with this Indenture; or (vi) to undertake any other action unless specifically
authorized or required pursuant to a written direction by the City or pursuant to this Indenture. (b) The duties and obligations of the Trustee shall be determined by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, except for
the Trustee’s own negligence or willful misconduct. The Trustee will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties
as are specifically set forth herein. The Trustee will, during the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his/her own affairs. (c) The Trustee shall not be liable
for any action taken or omitted by it in the performance of its duties under this Indenture, except for its own negligence or willful 54 misconduct. In no event shall the Trustee
be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing or use of the Major Improvement
Area Projects. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less
than a majority in principal amount of the Bonds then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture. (d) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agent’s attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or, attorney appointed with due care and in good
faith by it hereunder. Section 9.4. Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by
the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 9.5. Trustee Protected in Relying on Certain Documents. (a) The Trustee may
conclusively rely upon any order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with
the terms of this Indenture that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and
furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant
that the Trustee shall in good faith reasonably believe to be qualified in relation to the subject matter or is selected by the City in accordance with this Indenture, and the Trustee
shall be under no duty to make any investigation or inquiry into, and shall not be deemed to have knowledge of, any statements contained or matters referred to in any such instrument.
The Trustee may consult with counsel selected by the Trustee with due care that is nationally recognized in the field of municipal bond law, who may or may not be Bond Counsel, and
any advice from such counsel with respect to compliance with the provisions of this Indenture shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder, reasonably and in good faith, in accordance with such advice. (b) Whenever the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Order, unless
other evidence in respect thereof be hereby specifically prescribed. Such City Order shall be full warrant for any action taken or suffered in good faith under the provisions hereof,
but the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly
provided herein, any request, order, notice, or other direction required or permitted to be furnished pursuant to any provision 55 hereof by the City to the Trustee shall be sufficiently
executed if executed in the name of the City by the City Representative. (c) The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or
otherwise to the giving to any Person of notice of the provisions hereof except as expressly required in Section 9.13. Section 9.6. Compensation. Unless otherwise provided by contract
with the Trustee, the Trustee, at the written direction of the City, shall transfer from the Administrative Fund, the previously determined and agreed upon, reasonable compensation
for all services rendered by it hereunder, including its services as Paying Agent/Registrar and extraordinary services rendered, together with all its reasonable expenses, charges,
and other disbursements and those of its counsel, agents and employees, incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers
and the performance of its duties hereunder, all pursuant to a City Order and subject to any limit on the amount of such compensation or recovery of expenses or other charges as shall
be prescribed by such City Order, and the Trustee shall have a lien therefor on any and all funds at any time held by it hereunder prior to any Bonds Outstanding. None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if the Trustee has reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City shall
fail to make any payment required by this Section, the Trustee shall make such payment from lawfully available funds (other than funds designated by the City for arbitrage rebate purposes)
in its possession under the provisions of this Indenture and shall be entitled to a preference therefor over any Bonds Outstanding hereunder. Section 9.7. Permitted Acts. The Trustee
and its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any Owner of Bonds
may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a member
of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds or to effect or aid in any reorganization growing out of the
enforcement of the Bonds or this Indenture, whether or not such committee shall represent the holders of a majority of the Bonds. Section 9.8. Resignation of Trustee. The Trustee
may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than 60 days’ written notice, specifying the date when such resignation shall take
effect, to the City and each Owner of any Outstanding Bond. Such resignation shall take effect upon the appointment of a successor as provided in Section 9.10 and the acceptance of
such appointment by such successor. Notwithstanding the foregoing, if, after 60 days following receipt of the notice, the City has not appointed a successor Trustee, the Trustee may
apply to a court of competent jurisdiction to appoint a successor Trustee, at no 56 expense to the City, and such resignation shall take effect upon the court’s appointment of a successor
Trustee. Section 9.9. Removal of Trustee. The Trustee may be removed at any time by (i) the Owners of at least a majority in aggregate Outstanding principal amount of the Bonds
by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly authorized and delivered to the City, or (ii) so long
as the City is not in default under this Indenture, the City. Copies of each such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may
also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture
with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the City or the Owners of not less than 10% in aggregate Outstanding
principal amount of the Bonds. Section 9.10. Successor Trustee. (a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the
Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon become vacant. (b) If the position of Trustee shall become vacant for any of the foregoing
reasons or for any other reason, a successor Trustee may be appointed within one year after any such vacancy shall have occurred by the Owners of at least 50% of the aggregate Outstanding
principal amount of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered
to such successor Trustee, with notification thereof being given to the predecessor Trustee and the City. (c) Until such successor Trustee shall have been appointed by the Owners
of the Bonds, the City shall forthwith (and in no event in excess of 30 days after such vacancy occurs) appoint a Trustee to act hereunder. Copies of any instrument of the City providing
for any such appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds within
30 days after such appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently
made by the Owners. (c) If in a proper case no appointment of a successor Trustee shall be made within 45 days after the giving by any Trustee of any notice of resignation in accordance
with Section 9.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds may apply to any court of competent jurisdiction
for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible
for the costs of such appointment process. 57 (e) Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking
association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or trust company or national banking association
willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. (f) Each
successor Trustee shall mail, in accordance with the provisions of the Bonds, notice of its appointment to the Trustee, any rating agency which, at the time of such appointment, is
providing a rating on the Bonds and each of the Owners of the Bonds. Section 9.11. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the
provisions of Section 9.10 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such appointment, and thereupon such successor,
without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations, and trusts of its predecessor
hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such successor, execute,
acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming
in such successor all the rights, immunities, powers, and trusts of such Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and, upon the receipt
of payment of its outstanding charges, shall pay over, assign, and deliver to such successor any moneys or other properties subject to the trusts and conditions herein set forth. Should
any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties,
rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and so far, as may be authorized by law, shall be executed, acknowledged,
and delivered by the City. Section 9.12. Merger, Conversion or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may
be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or association to which the
Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further act, deed or conveyance,
provided that such corporation or association shall be a commercial bank or trust company or national banking association qualified to be a successor to such Trustee under the provisions
of Section 9.10, or a trust company that is a wholly-owned subsidiary of any of the foregoing. Section 9.13. Trustee To File Continuation Statements. Chapter 1208, Texas Government
Code, applies to the issuance of the Bonds and the pledge of the Trust Estate provided herein, and such pledge is, under current law, valid, effective and perfected. If necessary,
the Trustee shall file or cause to be filed, at the City’s expense, such continuation statements as may be delivered to the Trustee and which may be required by the Texas Uniform Commercial
Code, as from time to time in effect (the "UCC"), in order to 58 continue perfection of the security interest of the Trustee in such items of tangible or intangible personal property
and any fixtures as may have been granted to the Trustee pursuant to this Indenture in the time, place and manner required by the UCC; provided unless the Trustee is otherwise notified
by the City, the Trustee may conclusively rely upon the initial filing statements delivered to it in filing any continuation statements hereunder. The Trustee is not responsible for
the initial filing of any financing statements. Section 9.14. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and
account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this
Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of the Bonds then Outstanding or their
representatives duly authorized in writing. Section 9.15. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear
to be ambiguous or inconsistent with any other provision hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of
the Bonds. ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the
Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds,
or with the written consent without a meeting, of the Owners of the Bonds of at least a majority of the aggregate principal amount of the Bonds then Outstanding and City approval of
such modification or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or reduce principal of or the interest rate thereon, or otherwise alter or
impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, (ii) permit the creation
by the City of any pledge or lien upon the Trust Estate, or any portion thereof, superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except for
the issuance of Refunding Bonds or as otherwise permitted by Applicable Laws or this Indenture), or (iii) reduce the percentage of Owners of the Bonds required for the amendment hereof.
Any such amendment shall not modify any of the rights or obligations of the Trustee without its written consent. (b) This Indenture and the rights and obligations of the City and
of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted by law, and only for anyone or
more of the following purposes: 59 (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed,
or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding Bonds in any material
respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or
in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture, and that shall not adversely
affect the rights of the Owners of the Bonds; (iv) to set forth additional provisions, if deemed necessary or advisable, in connection with the issuance of Refunding Bonds permitted
under the terms of this Indenture; and (v) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of
interest on the Bonds. Section 10.2. Owners’ Meetings. The City may at any time call a meeting of the Owners of the Bonds. In such event the City is authorized to fix the time
and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt reasonable rules and regulations for the conduct of said meeting; provided, however,
that the same may not conflict with the terms of this Indenture. Without limiting the generality of the immediately preceding sentence, such rules and regulations may not reduce the
percentage of Owners of Bonds required for the amendment of this Indenture as provided herein. Section 10.3. Procedure for Amendment with Written Consent of Owners. (a) The City
and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.1,
to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, if such consent is required
pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to each Owner of Bonds from whom consent is required under this Indenture, but failure to mail copies of
such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. (b) Such Supplemental Indenture shall
not become effective unless there shall be filed with the Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter
in this Section provided and the City has delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the exclusion
of interest on the Bonds from gross income for purposes of federal income taxation. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which
such consent is given, which proof shall be such as is 60 permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent
Owner (whether or not such subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation
with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Bonds shall have filed
their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture,
stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure
to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee.
A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental
Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding (except
as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event
of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period.
Section 10.4. Procedure for Amendment Not Requiring Owner Consent. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds
or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section. The City shall direct the Trustee to provide
a copy of such Supplemental Indenture, together with a notice stating that the Supplemental Indenture does not require Owner consent, mailed by first class mail to each Owner of Bonds,
but failure to mail copies of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its mailing of such notice.
A record, consisting of the papers required by this Section 10.4, shall be proof of the matters therein stated until the contrary is proved. (b) The Supplemental Indenture shall
become effective upon the execution and delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental Indenture shall be deemed conclusively binding upon
the City, the Trustee and the Owners of all Bonds as of the date of such execution and delivery. Section 10.5. Effect of Supplemental Indenture. From and after the time any Supplemental
Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties, and obligations
under this Indenture of the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.
61 Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken
as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of his Bond for that purpose at the designated office of the Trustee or at such other office as the City may select and designate
for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’
action, shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the designated office
of the Trustee without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 10.7. Amendatory Endorsement of Bonds. The provisions of this Article
X shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds. Section 10.8.
Waiver of Default. With the written consent of Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, the Owners may waive compliance by the City
with certain past defaults under this Indenture and their consequences. Any such consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.9.
Execution of Supplemental Indenture. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby
of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the
City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any
such Supplemental Indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. ARTICLE XI DEFAULT AND REMEDIES Section 11.1. Events
of Default. Each of the following occurrences or events shall be and is hereby declared to be an "Event of Default," to wit: (i) The failure of the City to deposit the Pledged
Revenues to the Pledged Revenue Fund; (ii) The failure of the City to enforce the collection of the Assessments including the prosecution of foreclosure proceedings, in accordance
with Section 7.2; and 62 (iii) Default in the performance or observance of any covenant, agreement or obligation of the City under this Indenture, other than a default under (iv)
below, and the continuation thereof for a period of ninety (90) days after written notice specifying such default and requiring same to be remedied shall have been given to the City
by the Trustee, which may give such notice in its discretion and which shall give such notice at the written request of the Owners of not less than 51% in aggregate Outstanding principal
amount of the Bonds then Outstanding; provided, however, if the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City
shall be entitled to a further extension of time reasonably necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and
is diligently pursued until such failure is corrected, but in no event for a period of time of more than one hundred eighty (180) days after such notice. (iv) The failure to make payment
of the principal of or interest on any of the Bonds when the same becomes due and payable and such failure is not remedied within thirty (30) days thereafter. Section 11.2. Immediate
Remedies for Default. (a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, then and in every such case the Trustee
may proceed, and upon the written request of the Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds then Outstanding hereunder shall proceed, to protect
and enforce the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction;
provided, however, that no action for money damages against the City may be sought or shall be permitted. (b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT
TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to Outstanding Bonds, in the selection of Trust
Estate assets to be used in the payment of Bonds due under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Order, which Trust
Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail
to deliver to the Trustee such City Order, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following paragraph, and shall not be liable to any
Owner, or other Person, or the City by reason of such selection, liquidation or sale. (d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether
other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment
Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or
more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate, and as may be required by law and apply the proceeds
thereof in 63 accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance
for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale shall be bound
to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested
by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary
or, in the reasonable judgment of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction on Owner’s Action. (a) No Owner shall
have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other remedy hereunder,
unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing as provided in Section 11.1, or of which by such Section it is deemed to have notice,
(ii) such default has become an Event of Default and the Owners of not less than 51% of the aggregate principal amount of the Bonds then Outstanding have made written request to the
Trustee and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the
Owners have furnished to the Trustee written evidence of indemnity as provided in Section 9.2, (iv) the Trustee has for 60 days after such notice failed or refused to exercise the powers
hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Owners of a majority of the aggregate principal amount of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee;
however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any
right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal
benefit of the Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set forth above shall be conditions precedent to the execution of the powers
and trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in
this Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the date fixed for redemption
or the obligation of the City to pay each Bond issued hereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the
Bonds. (c) In case the Trustee or any Owners shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions
and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. 64 Section 11.4. Application of Revenues and Other
Moneys After Default. (a) All moneys, securities, funds and Pledged Revenues and the income therefrom received by the Trustee pursuant to any right given or action taken under the
provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities,
and advances incurred or made by the Trustee and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2,
be applied by the Trustee, on behalf of the City, to the payment of interest and principal or Redemption Price then due on Bonds, as follows: FIRST: To the payment to the Owners entitled
thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment,
then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the
payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds, or Redemption Price of any Bonds which shall have become due, whether at maturity or by call for
redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably,
according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference. The Trustee shall make payments to the Owners pursuant to this
Section 11.4 within thirty (30) days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good and available funds. (b) In
the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds that are Outstanding in proportion
to the quantity of Bonds that are currently due and in default under the terms of this Indenture. (c) The restoration of the City to its prior position after any and all defaults
have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture or impair any right consequent thereon. Section 11.5. Effect
of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to
be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Owners, respectively, may be exercised from time
to time and as often as may be deemed expedient. 65 Section 11.6. Evidence of Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which this
Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person
or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, or the holding by any Person of the
Bonds shall be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made in the following manner: (i) The fact and date of the execution
of such instruments by any Owner of Bonds or the duly appointed attorney authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank
or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a
corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute
sufficient proof of his authority. (ii) The ownership of Bonds and the amount, numbers and other identification and date of holding the same shall be proved by the Register. (b)
Except as otherwise provided in this Indenture with respect to revocation of a consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same Bond
in respect of anything done or suffered to be done by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event
of Default under Section 11.1, the right of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly
denied. Section 11.8. Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first
class postage prepaid, only to each Owner at the address appearing upon the Register. Section 11.9. Exclusion of Bonds. Bonds owned or held by or for the account of the City will
not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Indenture, and the City shall not be entitled with
respect to such Bonds to give any consent or take any other action provided for in this Indenture. 66 ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS Section 12.1. Representations
as to Trust Estate. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds, to execute and deliver this Indenture and to pledge
the Trust Estate in the manner and to the extent provided in this Indenture, and that the Trust Estate is and will be and remain free and clear of any pledge, lien, charge, or encumbrance
thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City
shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under this
Indenture against all claims and demands of all Persons whomsoever. (c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and appropriate, and will provide
written direction to the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies in the collection of the Assessments and any other amounts pledged
to the payment of the Bonds to the fullest extent permitted by the PID Act and other Applicable Laws. Section 12.2. General. The City shall do and perform or cause to be done and
performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture. ARTICLE XIII SPECIAL COVENANTS Section 13.1.
Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every
such further acts, conveyances, transfers, and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming unto the Trustee,
all and singular, the revenues, Funds, Accounts and properties constituting the Trust Estate, and the Trust Estate hereby transferred and pledged, or intended so to be transferred and
pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in
this Indenture. 67 Section 13.2. Other Obligations or Other Liens; Refunding Bonds; Future Improvement Area Bonds. (a) The City reserves the right, subject to the provisions
contained in this Section 13.2, to issue or incur bonds, notes or other obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do
not constitute or create a lien on the Trust Estate and are not payable from Trust Estate, or any portion thereof,. (b) Other than Refunding Bonds issued to refund all or a portion
of the Bonds, the City will not create or voluntarily permit to be created any debt, lien or charge on the Trust Estate, or any portion thereof, and will not do or omit to do or suffer
to be done or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the priority hereof might or could be lost or impaired. Nothing herein shall prevent
the City from levying Future Improvement Area Assessments on Parcels within the Major Improvement Area, subject to the provisions contained in Sections 13.2(d) and 13.2(e). (c) Notwithstanding
any contrary provision of this Indenture but subject to Section 7.3, the City shall not issue additional bonds, notes or other obligations under this Indenture, secured by any pledge
of or other lien or charge on the Trust Estate or other property pledged under this Indenture, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the
proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized
by the laws of the State. In addition, the City reserves the right to issue or incur Future Improvement Area Bonds as described below, which Future Improvement Area Bonds will not
be secured by the Trust Estate. (d) The City reserves the right to issue or incur Future Improvement Area Bonds, to finance the cost of Future Improvement Area Improvements within
each of the Future Improvement Areas as the development proceeds. Such Future Improvement Area Bonds are secured by separate assessments levied on the Future Improvement Area Assessed
Property. The City may, but is under no obligation to, issue or incur Future Improvement Area Bonds, for any purpose permitted by the PID Act; provided, however, that no Future Improvement
Area Bonds shall be issued unless such Future Improvement Area Bonds are made to mature on September 15 in each of the years in which they are scheduled to mature, and the applicable
requirements in this Section are met. (e) The City reserves the right to issue or incur Future Improvement Area Bonds, but shall be under no obligation to issue or incur Future Improvement
Area Bonds, subject to the following conditions: (1) The Trustee shall receive a certificate from the City Representative certifying that the City is not in default in the performance
and observance of any of the terms, provisions and conditions applicable to the City contained in any indenture of trust authorizing the issuance of PID Bonds for the District; (2)
The Trustee and the City shall receive a certificate from the Developer, through an authorized representative, certifying that the Developer is not in default beyond any applicable
notice and cure period in the performance and observance of any 68 of the terms, provisions and conditions applicable to the Developer contained in the Development Agreement, or any
continuing disclosure agreement entered into by the Developer relating to any PID Bonds, unless any defaults under the foregoing agreements (except for defaults under any continuing
disclosure agreements entered into by the Developer which defaults shall be cured) are disclosed in a certificate from the Developer to the City and the City elects to proceed with
the issuance of the Future Improvement Area Bonds regardless of the existence of such default or defaults; (3) The Trustee and the City shall receive a certificate from the Administrator
certifying that there is no default by the Developer or any owner of more than five percent (5%) of the assessed parcels in the applicable Future Improvement Area for failure to pay
special assessments on assessed parcels in such Future Improvement Area owed by the Developer or such owner prior to the delinquency date thereof; (4) (a) The Trustee and City shall
receive an Independent Appraisal evidencing that the sum of (i) the portion of the Future Improvement Area Assessment to be pledged to the applicable Future Improvement Area Bonds,
and (ii) the assessment relating to the Bonds, for each individual assessed parcel in the applicable Future Improvement Area, is not less than 3.0:1; provided, however (a) that if said
ratio is between 2.5:1 and 3.0:1, the Indenture for the applicable Future Improvement Area Bonds must include a Holdback, as defined below, and (b) that if said ratio is 3.0:1 or higher,
then no such Holdback will be required. (b) For purposes of this subsection 13(e)(4), a “Holdback” means a provision or set of provisions reasonably satisfactory to the City to be
included in any Indenture for Future Improvement Bonds for which subsection (a) above is applicable which restricts a “Holdback Amount.” A “Holdback Amount” shall be equal to the amount
of Future Improvement Area Bonds which, if subtracted from the sum of (a) the total amount of Future Improvement Area Bonds and (b) any outstanding assessments on such Future Improvement
Area, would cause the ratio described in subsection (a) above to equal 3.0:1. (f) The City further covenants that, the City shall not levy an additional assessment on land within
any Future Improvement Area for the purpose of funding improvements within a Future Improvement Area, whether such assessment is levied in connection with a reimbursement agreement
between the City and the Developer pursuant to the PID Act or in connection with the issuance of any Future Improvement Area Bonds pursuant 13.2(e), unless the following conditions
are met: (1) seventy-five percent (75%) of the parcels to be assessed in the Future Improvement Area, for which the assessments will be levied, are under contract with merchant
builder(s) or real estate developer(s) for sale to end users; and either: (A) building permits for homes have been issued and vertical construction has commenced, which means framing
on the main structure has begun, for at least fifty percent (50%) of the total lots or residential units, as applicable, in the preceding phase(s) or Improvement Area of the District
for which bonds have 69 been issued, in part or whole, to fund local improvements within such phase or Improvement Area; or (B) certificates of occupancy for completed homes have
been issued for at least twenty-five percent (25%) of the total lots or residential units, as applicable, in the preceding phase(s) or Improvement Area of the District for which bonds
have been issued, in part or whole, to fund local improvements within such phase or Improvement Area. Section 13.3. Books of Record. (a) The City shall cause to be kept full and
proper books of record and accounts, in which full, true and proper entries will be made of all dealings, business and affairs of the City, which relate to the Trust Estate, and the
Bonds. (b) The Trustee shall have no responsibility with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain
same, subject to the Trustee’s document retention policies, and to distribute the same in accordance with the provisions of this Indenture. ARTICLE XIV PAYMENT AND CANCELLATION OF
THE BONDS AND SATISFACTION OF THE INDENTURE Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds secured
hereby are fully paid or provision is made for their payment as provided in this Article. Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or
there shall otherwise be paid to the Owners, principal of and interest on all of the Bonds, at the times and in the manner stipulated in this Indenture, and all amounts due and owing
with respect to the Bonds have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners of such
Bonds, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents
as it may have evidencing that principal of and interest on all of the Bonds has been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall pay
over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person is entitled to receive such amounts,
then to the City. Section 14.3. Bonds Deemed Paid. (a) Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof, be deemed to have been paid and no
longer Outstanding within the meaning of this Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the principal of, premium, if any, on such Defeased Debt,
plus interest thereon to the due date thereof 70 (whether such due date be by reason of maturity, redemption, or otherwise), either (1) shall have been made in accordance with the
terms thereof, or (2) shall have been provided by irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively for such payment, (A) money sufficient to
make such payment or (B) Defeasance Securities that mature as to principal and interest in such amount and at such times as will insure the availability, without reinvestment, of sufficient
money to make such payment, and all necessary and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made shall have
been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal
or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest
on the Bonds and shall not be part of the Trust Estate. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed
for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the
Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid
shall be made only against delivery of such Defeasance Securities. (b) Any determination not to redeem Defeased Debt that is made in conjunction with the payment arrangements specified
in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the
Defeased Debt for redemption; (2) the City gives notice of the reservation of that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City directs
that notice of the reservation be included in any defeasance or redemption notices that it authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions
of clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking
the redemption into account in determining the sufficiency of the provisions made for the payment of the Defeased Debt. (c) Until all Defeased Debt shall have become due and payable,
the Trustee and the Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar for such Defeased Debt the same as if they had not been defeased, and
the City shall make proper arrangements to provide and pay for such services as required by this Indenture. ARTICLE XV MISCELLANEOUS Section 15.1. Benefits of Indenture Limited
to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or
by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners
and the Trustee. 71 Section 15.2. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the
Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or
on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 15.3. Execution of
Documents and Proof of Ownership by Owners. (a) Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or
more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys duly appointed in writing. (b) Except as otherwise expressly provided herein, the
fact and date of the execution by any Owner or his attorney of such request, declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate
of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration,
or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.
(c) Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number, and date of holding the same shall be proved by the Register.
(d) Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by
the City or the Trustee in good faith and in accordance therewith. Section 15.4. No Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually
or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent, or employee
from the performance of any official duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided herein, all notices
or other instruments required or permitted under this Indenture shall be in writing and shall be faxed, delivered by hand, or mailed by first class mail, postage prepaid, and addressed
as follows: 72 If to the City City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Attn: Director of Finance Telephone: (972) 924-3325 If to the Trustee, initially also acting
in the capacity of Paying Agent/Registrar Regions Bank 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Attn: Corporate Trust Administration Telephone: (713) 244-8041 (b) Any
such notice, demand, or request may also be transmitted to the appropriate party by telegram or telephone and shall be deemed to be properly given or made at the time of such transmission
if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. (c) Any of such addresses may be changed at any time upon written notice of
such change given to the other party by the parry effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business
Days after the date of dispatch; notices and consents given by any other means shall be deemed to have been given when received. (d) The Trustee shall mail to each Owner of a Bond
notice of the redemption or defeasance of all Bonds Outstanding. Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall
for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have
adopted this Indenture and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact
that anyone or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. This Indenture
shall be governed by and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. Section 15.8. Payment on Business Day. In any
case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken
pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the
next succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. 73
Section 15.9. Construction, Funding and Acquisition Agreement Amendments and Supplements. The City and the Developer may amend and supplement the Construction, Funding and Acquisition
Agreement from time to time without the consent or approval of the Owners or the Trustee. Section 15.10. Counterparts. This Indenture may be executed in counterparts, each of
which shall be deemed an original. Section 15.11. No Boycott of Israel. The Trustee hereby represents that it does not Boycott Israel (as such term is defined in Section 2271.001,
Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, the Trustee hereby agrees
not to Boycott Israel during the term of this Indenture, which for the purposes of this section shall mean the end of the underwriting period unless this Indenture is terminated in
accordance with the provisions hereof. Section 15.12. No Terrorist Organization. The Trustee represents that, to the extent this Indenture constitutes a governmental contract within
the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent
otherwise required by applicable Federal law, the Trustee, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Trustee is a company listed
by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website: https://comptroller.texas.gov/purchasing/publications/
divestment.php. [Remainder of page left blank intentionally] A-1 EXHIBIT A DESCRIPTION OF THE PROPERTY WITHIN THE MAJOR IMPROVEMENT AREA OF THE SHERLEY TRACT PUBLIC IMPROVEMENT
DISTRICT NO. 2 DESCRIPTION 180.349 ACRES DESCRIPTION: BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J.M. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER
105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING ALL OF THAT LAND
DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY LINE OF SAID MM ANNA 325, LLC TRACT 1 AND BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED IN DEED
TO CADG HURRICANE CREEK, LLC TRACT 2 RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 232.26 FEET; THENCE S 88° 18' 50" W, 793.96 FEET
TO THE SOUTH LINE OF SAID MM ANNA 325, LLC TRACT 1 AND BEING IN THE NORTHEAST CORNER SAID CADG HURRICANE CREEK LLC (TRACT 1); THENCE ALONG THE COMMON LINE BETWEEN SAID MM ANNA 325,
LLC TRACT 1 AND SAID CADG HURRICANE CREEK LLC (TRACT 1) THE FOLLOWING BEARINGS AND DISTANCES: S 89° 05' 29" W, 1757.67 FEET; S 88° 18' 31" W, 742.84 FEET; S 88° 59' 33" W, 427.28 FEET;
THENCE DEPARTING SAID CADG HURRICANE CREEK, LLC TRACT 1 ALONG THE COMMON LINE BETWEEN SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO BLUE SPRUCE L.P. RECORDED
IN INSTRUMENT NUMBER 19940826000793830 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES: N 61° 49' 20" E, 205.61 FEET; N 19° 24' 17" E, 181.73 FEET; N 38° 49' 43" E, 172.63
FEET; N 20° 25' 25" E, 121.13 FEET; A-2 N 49° 53' 58" E, 215.37 FEET; N 04° 32' 42" E, 69.40 FEET; THENCE N 30° 41' 24" W, 236.43 FEET DEPARTING SAID BLUE SPRUCE L.P. TRACT ALONG
THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO KIMBERLY POWELL RECORDED IN VOLUME 5820 PAGE 2130 OF THE O.P.R.C.C.T.; THENCE CONTINUING
ALONG SAID MM ANNA 325, LLC TRACT 1 AND SAID KIMBERLY POWELL TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 21° 14' 27" W, 129.45 FEET; N 11° 58' 09" W, 106.75 FEET; N 09° 26' 49"
W, 132.42 FEET; N 17° 32' 12" W, 108.70 FEET; THENCE N 03° 35' 21" E, 118.10 FEET DEPARTING SAID KIMBERLY POWELL TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT
TRACT OF LAND DESCRIBED IN DEED TO HARRISON AND JANET SMITH RECORDED IN INSTRUMENT NUMBER 19920612000392310 OF THE O.P.R.C.C.T.; THENCE CONTINUING ALONG SAID MM ANNA 325, LLC TRACT
1 AND SAID KIMBERLY POWELL TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 16° 24' 37" E, 135.67 FEET; N 06° 20' 57" E, 127.72 FEET; N 18° 30' 44" E, 70.24 FEET; N 10° 53' 53" E,
77.78 FEET; N 19° 15' 05" E, 240.38 FEET; THENCE DEPARTING SAID HARRISON AND JANET SMITH TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED
IN DEED TO DASARA, LLC RECORDED IN INSTRUMENT NUMBER 20150123000077570 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES: N 59° 17' 04" E, 231.36 FEET; N 39° 06' 49" E, 113.71
FEET; N 18° 28' 30" E, 79.37 FEET; N 45° 20' 55" E, 130.09 FEET; N 24° 01' 10" E, 163.50 FEET; N 29° 16' 45" E, 139.03 FEET; N 07° 19' 23" W, 145.67 FEET; A-3 N 22° 22' 47" E,
72.91 FEET; N 66° 09' 44" E, 68.86 FEET; N 49° 46' 52" E, 125.19 FEET; N 25° 25' 25" E, 105.50 FEET; N 41° 12' 53" E, 204.93 FEET; N 44° 25' 31" E, 122.72 FEET; N 40° 33' 22"
E, 129.29 FEET; N 01° 34' 54" E, 105.14 FEET; THENCE N 30° 43' 16" E, 12.80 FEET DEPARTING SAID DASARA, LLC TRACT ACROSS THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT
TRACT OF LAND DESCRIBED IN DEED TO DONNA PEELER RECORDED IN VOLUME 4972 PAGE 5535 OF THE O.P.R.C.C.T.; THENCE DEPARTING SAID DONNA PEELER TRACT ALONG THE COMMON LINE OF SAID MM ANNA
325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO RISLAND MANTUA LLC RECORDED IN INSTRUMENT NUMBER 20180625000783630 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES:
N 88° 46' 52" E, 274.56 FEET; N 89° 03' 01" E, 938.03 FEET; THENCE DEPARTING SAID RISLAND MANTUA LLC TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF
LAND DESCRIBED IN DEED TO HURRICANE CREEK ESTATES (UNRECORDED) THE FOLLOWING BEARINGS AND DISTANCES: S 02° 31' 07" E, 46.18 FEET; S 00° 43' 55" E, 239.62 FEET; S 00° 54' 34" E, 240.98
FEET; S 00° 35' 30" E, 240.11 FEET; S 00° 46' 25" E, 193.73 FEET; S 00° 41' 51" E, 159.37 FEET; S 02° 15' 50" W, 136.17 FEET; S 00° 41' 12" E, 117.45 FEET; N 43° 06' 55" E, 28.85
FEET; N 36° 57' 57" E, 59.11 FEET; S 81° 37' 00" E, 76.35 FEET; A-4 N 64° 47' 48" E, 51.43 FEET; S 23° 02' 34" E, 61.07 FEET; N 53° 19' 07" E, 45.87 FEET; S 82° 24' 22" E, 25.36
FEET; S 39° 57' 49" E, 56.11 FEET; S 48° 02' 59" E, 22.02 FEET; THENCE DEPARTING SAID HURRICANE CREEK ESTATES TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT
TRACT OF LAND DESCRIBED IN PLAT TO URBAN CROSSING BLOCK B TRACT RECORDED IN INSTRUMENT NUMBER 2013-568 OF THE PLAT RECORDS, COLLIN COUNTY, TEXAS (P.R.C.C.T.) THE FOLLOWING BEARINGS
AND DISTANCES: S 02° 04' 20" E, 28.82 FEET; S 00° 05' 05" E, 119.18 FEET; S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 933.16 FEET; N 88° 55' 42" E, 491.23 FEET; THENCE S 04°
03' 22" E, 703.80 FEET DEPARTING SAID URBAN CROSSING BLOCK B TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO SHEIKH ALAM TRACT
RECORDED IN VOLUME 4335 PAGE 955 OF THE O.P.R.C.C.T. TO A 5/8 INCH IRON ROD STAMPED “PELOTON” FOUND; THENCE DEPARTING SAID SHEIKH ALAM TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325,
LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO MANTUA 30 PARTNERS, LTD TRACT RECORDED IN INSTRUMENT NUMBER 20201022001847220 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND
DISTANCES: S 88° 44' 00" W, 60.25 FEET FOR THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 99.55 FEET, THROUGH A CENTRAL ANGLE OF 03°
42' 13", HAVING A RADIUS OF 1,540.00 FEET, AND A LONG CHORD WHICH BEARS S 13° 52' 00" W, 99.53 FEET; S 15° 43' 07" W, 512.37 FEET FOR THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID
CURVE TO THE LEFT, HAVING AN ARC DISTANCE OF 504.39 FEET, THROUGH A CENTRAL ANGLE OF 30° 06' 13", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 00° 40' 00" W, 498.61
FEET; S 14° 23' 07" E, 120.30 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-5 WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 101.47 FEET, THROUGH A CENTRAL ANGLE OF 12°
30' 04", HAVING A RADIUS OF 465.07 FEET, AND A LONG CHORD WHICH BEARS S 08° 14' 28" E, 101.27 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1,264.39 FEET TO THE POINT
OF BEGINNING AND CONTAINING 12,621,555 SQUARE FEET OR 289.751 ACRES MORE OR LESS. SAVE AND EXCEPT TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J.M. KINCADE
SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED
IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED
BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT
AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE
302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET; N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING
OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH
BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE DEPARTING
SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; A-6 WITH SAID CURVE
TO THE LEFT, HAVING AN ARC DISTANCE 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1,309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET;
N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING
A RADIUS OF 1,190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT,
HAVING AN ARC DISTANCE 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1,310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06"
W, 43.31 FEET; S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND
TO MM ANNA 325, LLC THE FOLLOWING BEARINGS AND DISTANCES: N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE
27.22 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1,310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL
LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51",
HAVING A RADIUS OF 1,190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31 FEET; S 89° 05' 29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET
TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 139.73 FEET, THROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND
A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 101.09
FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02 FEET; A-7 N 20° 08' 12" E, 50.00 FEET; N 21° 08'
00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27° 42' 51", HAVING A RADIUS
OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING
AN ARC DISTANCE 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00
FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 20.00 FEET, THROUGH A CENTRAL ANGLE OF 01° 24' 53", HAVING A RADIUS OF 810.00 FEET,
AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E, 10.60 FEET; N 01° 44' 03" E, 20.00 FEET; S 88°
15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72 FEET; N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30"
E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 49.81 FEET; N 58° 06' 52" E, 47.94 FEET; N 57° 16' 20" E, 66.93
FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-8 WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1,200.00
FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE
LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1,150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08'
53" E, 45.85 FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 434.10 FEET, THROUGH A CENTRAL ANGLE OF
24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET; N 24° 51' 49" E, 70.52 FEET; S 64° 05' 47" E,
100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET; S 24° 45' 54" W, 23.65 FEET; S 19° 10' 53" E, 43.20
FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05° 31' 37", HAVING A RADIUS OF 1,000.00 FEET,
AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83 FEET; S 55° 20' 20" E, 104.47 FEET; S 57°
43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH
BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-9 WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07° 37'
35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO
THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID
CURVE TO THE LEFT, HAVING AN ARC DISTANCE 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48' 59" E, 71.18 FEET;
N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 56.36 FEET, THROUGH A CENTRAL ANGLE OF 03° 06' 19", HAVING
A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING
OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH
BEARS S 08° 40' 05" E, 191.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 100.60 FEET, THROUGH
A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1,264.39
FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQUARE FEET OR 65.070 ACRES MORE OR LESS. SAVE AND EXCEPT TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN
THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, AND THE J. ELLET SURVEY, ABSTRACT NUMBER 296, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325,
LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS
(P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT; A-10 THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE
FOLLOWING BEARINGS AND DISTANCES: S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING
BEARINGS AND DISTANCES: S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 1,023.35 FEET, THROUGH A CENTRAL ANGLE
OF 31° 31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1,010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54"
W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET; N 64° 05' 47" W, 100.01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID
CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90
FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04",
HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85 FEET; S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE
LEFT, HAVING AN ARC DISTANCE 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1,200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16'
20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; S 55° 47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET; S 61° 16' 50" W, 59.24 FEET; A-11 S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30"
W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET; S 89° 15' 16" W, 160.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07
FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33 FEET; N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET;
N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET; N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING TRACT; THENCE S 00° 05'
05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES MORE OR LESS.
MIA Landowner Agreement - Sherley Tract PID No. 2 clean MC 7.27 (E).pdf Microsoft Word - MIA Landowner Agreement - Sherley Tract PID No. 2 clean MC 7.27.21
MAJOR IMPROVEMENT AREA LANDOWNER AGREEMENT This MAJOR IMPROVEMENT AREA LANDOWNER AGREEMENT (the “Agreement”), is entered into as of July 27, 2021, between the City of Anna, Texas
(the “City”), a home-rule municipality of the State of Texas (the “State”), and MM Anna 325, LLC, a Texas limited liability company (the “Landowner”). RECITALS: WHEREAS, capitalized
terms used but not defined herein shall have the meanings given to them in the Service and Assessment Plan (as defined herein); and WHEREAS, Landowner owns the Major Improvement Area
Assessed Property described by a metes and bounds description attached as Exhibit I to this Agreement and which is incorporated herein for all purposes, comprising all of the non-exempt,
privately-owned land described in Exhibit I (the “Landowner’s Parcel”) which is located within the Major Improvement Area of the Sherley Tract Public Improvement District No. 2 (the
“District”) in the extraterritorial jurisdiction of the City; and WHEREAS, the City Council has adopted an assessment ordinance (including all exhibits and attachments thereto, the
“Assessment Ordinance”) for the Major Improvement Area Projects and the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan (as updated and amended, the “Service
and Assessment Plan”) and which is incorporated herein for all purposes, and has levied an assessment on the Major Improvement Area Assessed Property in the Major Improvement Area of
the District that will be pledged as the security for payment of bonds or other obligations to be issued for the purpose of paying certain infrastructure improvements and to pay the
costs of constructing the Major Improvement Area Projects; and WHEREAS, the Declaration of Covenants, Conditions and Restrictions attached to this Agreement as Exhibit II and which
are incorporated herein for all purposes, includes the statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential
property that is located in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended (the “PID Act”), to the purchaser. NOW, THEREFORE,
for and in consideration of the mutual promises, covenants, obligations and benefits hereinafter set forth, the City and the Landowner hereby contract, covenant and agree as follows:
APPROVAL OF AGREEMENTS Affirmation of Recitals. The findings set forth in the Recitals of this Agreement are hereby incorporated as the official findings of the City Council. I.
AGREEMENTS OF LANDOWNER A. Affirmation and Acceptance of Agreements and Findings of Benefit. Landowner hereby ratifies, confirms, accepts, agrees to, and approves: (i) the creation
and boundaries of the District, the boundaries of the Landowner’s Parcel, which are located within the District, and the location and development of the Major Improvement Area Projects
on the Landowner’s Parcel and on the property within the District; (ii) the determinations and findings as to the benefits by the City Council in the Service and Assessment Plan and
the Assessment Ordinance; and (iii) the Assessment Ordinance and the Service and Assessment Plan. B. Acceptance and Approval of Major Improvement Area Assessments and Lien on Property.
Landowner consents to, agrees to, acknowledges and accepts the following: (i) the Assessments levied on the Major Improvement Area of the District (the “Major Improvement Area Assessments”)
as shown on the Major Improvement Area Assessment Roll; (ii) the Major Improvement Area Projects specially benefit the Major Improvement Area of the District, and the Landowner’s Parcel,
in an amount at least equal to the Major Improvement Area Assessment levied on the Major Improvement Area Assessed Property within the Major Improvement Area of the District, as such
Major Improvement Area Assessment is shown on the Major Improvement Area Assessment Roll; (iii) each Major Improvement Area Assessment is final, conclusive and binding upon Landowner
and any subsequent owner of any of the Major Improvement Area Assessed Property, regardless of whether such landowner may be required to prepay a portion of, or the entirety of, such
Major Improvement Area Assessment upon the occurrence of a mandatory prepayment event as provided in the Service and Assessment Plan; (iv) the obligation to pay the Major Improvement
Area Assessment levied on the Major Improvement Area Assessed Property owned by the Landowner and any subsequent owner of any of the Improvement Area #1 Assessed Property when due and
in the amount required by and stated in the Service and Assessment Plan and the Assessment Ordinance; (v) each Major Improvement Area Assessment or reassessment, with interest, the
expense of collection, and reasonable attorney’s fees, if incurred, is a first and prior lien against the Parcels within the Major Improvement Area Assessed Property, superior to all
other liens and monetary claims except liens or monetary claims for state, county, school district, or municipal ad valorem taxes, and is a personal liability of and charge against
the owner of the Parcel(s) within the Major Improvement Area Assessed Property regardless of whether such owner is named; (vi) the Major Improvement Area Assessment lien on the Major
Improvement Area Assessed Property is a lien and covenant that runs with the land and is effective from the date of the Assessment Ordinance and continues until the Major Improvement
Area Assessment is paid and may be enforced by the governing body of the City in the same manner that an ad valorem tax lien against real property may be enforced by the City; (vii)
delinquent installments of the Major Improvement Area Assessment shall incur and accrue interest, penalties, and attorney’s fees as provided in the PID Act; (viii) the owner of any
Major Improvement Area Assessed Property may pay at any time the entire Major Improvement Area Assessment, with interest that has accrued on the Major Improvement Area Assessment, on
any parcel in the Major Improvement Area Assessed Property; (ix) the Annual Installments of the Major Improvement Area Assessments may be adjusted, decreased and extended; and, the
Landowner and any subsequent owner of any Improvement Area #1 Assessed Property shall be obligated to pay their respective revised amounts of the Annual Installments, when due, and
without the necessity of further action, Major Improvement Area Assessments or reassessments by the City, the same as though they were expressly set forth herein; and (x) Landowner
has received, or hereby waives, all notices required to be provided to it under Texas law, including the PID Act, prior to the Effective Date (defined herein). C. Mandatory Prepayment
of Major Improvement Area Assessments. Landowner agrees and acknowledges that Landowner or subsequent landowners may have an obligation to prepay a Major Improvement Area Assessment
upon the occurrence of a mandatory prepayment event, at the sole discretion of the City and as provided in the Service and Assessment Plan, as amended or updated. D. Notice of Assessments.
Landowner further agrees as follows: (i) the Declaration of Covenants, Conditions and Restrictions in the form attached hereto as Exhibit II shall be terms, conditions and provisions
running with the Landowner’s Parcel and shall be recorded (the contents of which shall be consistent with the Assessment Ordinance and the Service and Assessment Plan as reasonably
determined by the City), in the records of the County Clerk of Collin County, as a lien and encumbrance against such Major Improvement Area Assessed Property, and Landowner hereby
authorizes the City to so record such documents against the Major Improvement Area Assessed Property owned by Landowner; (ii) in the event of any subdivision, sale, transfer or other
conveyance by the Landowner of the right, title or interest of the Landowner in the Landowner’s Parcel or any part thereof, the Landowner’s Parcel, or any such part thereof, shall continue
to be bound by all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions and any purchaser, transferee or other subsequent owner shall
take such Major Improvement Area Assessed Property or portion thereof, subject to all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions;
and (iii) Landowner shall comply with, and shall contractually obligate (and, upon the City’s request, promptly provide written evidence of such contractual provisions to the City)
any party who purchases any Major Improvement Area Assessed Property owned by Landowner, or any portion thereof, for the purpose of constructing residential properties that are eligible
for “homestead” designations under State law, to comply with, the Homebuyer Education Program described on Exhibit III to this Agreement. Such compliance obligation shall terminate
as to each Lot if, and when, (i) a final certificate of occupancy for a residential unit on such Lot is issued by the City, and (ii) there is a sale of a Lot to an individual homebuyer,
it being the intent of the undersigned that the Homebuyer Education Program shall apply only to a commercial builder who is in the business of constructing and/or selling residences
to individual home buyers (a “Builder”) but not to subsequent sales of such residence and Lot by an individual home buyer after the initial sale by a Builder. Notwithstanding the provisions
of this Section, upon the Landowner’s request and the City’s consent, in the City’s sole and absolute discretion, the Declaration of Covenants, Conditions and Restrictions may be included
with other written restrictions running with the land on property within the Major Improvement Area of the District, provided they contain all the material provisions and provide the
same material notice to prospective property owners as does the document attached as Exhibit II. . II. OWNERSHIP AND CONSTRUCTION OF MAJOR IMPROVEMENT AREA PROJECTS A. Ownership and
Transfer of Major Improvement Area Projects. Landowner acknowledges that the Major Improvement Area Projects and the land (or easements, as applicable) needed therefor shall be owned
by the City as constructed and/or conveyed to the City and Landowner will execute such conveyances and/or dedications of public rights of way and easements as may be reasonably required
to evidence such ownership, as generally described on the current plats of the property within the District. B. Grant of Easement and License, Construction of Major Improvement
Area Projects. (i) Any subsequent owner of the Landowner’s Parcel shall, upon the request of the City or Landowner, grant and convey to the City or Landowner and its contractors, materialmen
and workmen a temporary license and/or easement, as appropriate, to construct the Major Improvement Area Projects on the property within the District, to stage on the property within
the District construction trailers, building materials and equipment to be used in connection with such construction of the Major Improvement Area Projects and to provide for passage
and use over and across parts of the property within the District as shall be reasonably necessary during the construction of the Major Improvement Area Projects. Any subsequent owner
of the Landowner’s Parcel may require that each contractor constructing the Major Improvement Area Projects cause such owner of any of the Landowner’s Parcel to be indemnified and/or
named as an additional insured under liability insurance reasonably acceptable to such owner of the Landowner’s Parcel. The right to use and enjoy any easement and license provided
above shall continue until the construction of the Major Improvement Area Projects is complete; provided, however, any such license or easement shall automatically terminate upon the
recording of the final plat for the Landowner’s Parcel in the real property records of Collin County, Texas. (ii) Landowner hereby agrees that any right or condition imposed by the
Sherley Tract Subdivision Improvement Agreement between the City, MM Anna 325, LLC, and BFB ANA 40 Acres, LLC effective as of June 9, 2020, as amended by that First Amended Sherley
Tract Subdivision Improvement Agreement effective as of July 14, 2020, and as may be amended (the “Development Agreement”), or other agreement, with respect to the Major Improvement
Area Assessments has been satisfied, and that Landowner shall not have any rights or remedies against the City under the Development Agreement or under any law or principles of equity
concerning the Major Improvement Area Assessments, with respect to the formation of the District, approval of the Service and Assessment Plan and the City’s levy and collection of the
Major Improvement Area Assessments. III. COVENANTS AND WARRANTIES; MISCELLANEOUS A. Special Covenants and Warranties of Landowner. Landowner represents and warrants to the City as
follows: (i) Landowner is duly organized, validly existing and, as applicable, in good standing under the laws of the state of its organization and has the full right, power and authority
to enter into this Agreement, and to perform all the obligations required to be performed by Landowner hereunder. (ii) This Agreement has been duly and validly executed and delivered
by, and on behalf of, Landowner and, assuming the due authorization, execution and delivery thereof by and on behalf of the City and the Landowner, constitutes a valid, binding and
enforceable obligation of such party enforceable in accordance with its terms. This representation and warranty is qualified to the extent the enforceability of this Agreement may
be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general. (iii) Neither
the execution and delivery hereof, nor the taking of any actions contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute a default,
event of default or event creating a right of acceleration, termination or cancellation of any obligation under, any instrument, note, mortgage, contract, judgment, order, award, decree
or other agreement or restriction to which Landowner is a party, or by which Landowner or Landowner’s Parcel is otherwise bound. (iv) Landowner is, subject to all matters of record
in the Collin County, Texas Real Property Records, the sole owner of the Landowner’s Parcel. (v) The Landowner’s Parcel owned by Landowner is not subject to, or encumbered by, any covenant,
lien, encumbrance or agreement which would prohibit (i) the creation of the District, (ii) the levy of the Major Improvement Area Assessments and the priority of the lien related to
the Major Improvement Area Assessments as described in this Agreement, or (iii) the construction of the Major Improvement Area Projects on property within the Major Improvement Area
of the District which are to be owned by the City, as generally described on the current plats of the property within the District (or, if subject to any such prohibition, the approval
or consent of all necessary parties thereto has been obtained). (vi) Landowner covenants and agrees to execute any and all documents necessary, appropriate or incidental to the purposes
of this Agreement, as long as such documents are consistent with this Agreement and do not create additional liability of any type to, or reduce the rights of, such Landowner by virtue
of execution thereof. B. Waiver of Claims Concerning Major Improvement Area Projects. The Landowner, with full knowledge of the provisions, and the rights thereof pursuant to such
provisions, of applicable law, waives any claims against the City and its successors, assigns and agents, pertaining to the installation of the Major Improvement Area Projects. C. Notices.
Any notice or other communication to be given to the City or Landowner under this Agreement shall be given by delivering the same in writing to: To the City: City of Anna, Texas
Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300
Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, TX 75201 To the Landowner: MM Anna
325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Miklos Cinclair, PLLC Attn: Robert Miklos 1800 Valley
View Lane, Suite 360 Farmers Branch, Texas 75234 Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic
or facsimile transmission confirmed by mailing written confirmation at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer
of the recipient at the address set forth herein. Each recipient may change its address by written notice in accordance with this Section. Any communication addressed and mailed in
accordance with this provision shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be given when receipt of such
transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for, or actually received by, the addressee. D. Parties in Interest.
This Agreement is made solely for the benefit of the City and the Landowner and is not assignable, except, in the case of Landowner, in connection with the sale or disposition of all
or substantially all of the parcels which constitute the Landowner’s Parcel. However, the parties expressly agree and acknowledge that the City, the Landowner, each current owner of
any parcel which constitutes the Landowner’s Parcel, and the holders of or trustee for any bonds secured by Major Improvement Area Assessment revenues of the City or any part thereof
to finance the costs of the Major Improvement Area Projects, are express beneficiaries of this Agreement and shall be entitled to pursue any and all remedies at law or in equity
to enforce the obligations of the parties hereto. This Agreement shall be recorded in the real property records of Collin County, Texas. E. Amendments. This Agreement may be amended
only by written instrument executed by the City and the Landowner. No termination or amendment shall be effective until a written instrument setting forth the terms thereof has been
executed by the then-current owners of the property within the District and recorded in the Real Property Records of Collin County, Texas. F. Effective Date. This Agreement shall become
and be effective upon the date of final execution by the latter of the City and the Landowner (the “Effective Date”) and shall be valid and enforceable on said date and thereafter.
G. Estoppels. Within ten (10) days after written request from a party hereto, the other party shall provide a written certification, indicating whether this Agreement remains in effect
as to the Major Improvement Area Assessed Property, and whether any party is then in default hereunder. H. Termination. This Agreement shall terminate and be of no further force and
effect as to the Major Improvement Area Assessed Property upon payment in full of the Major Improvement Area Assessment(s) against such Major Improvement Area Assessed Property. I.
Anti-Boycott Verification. The Landowner hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel
and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply
with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, “boycott Israel” means
refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically
with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. The Landowner
understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Landowner and exists to make a profit. J. Iran, Sudan and Foreign Terrorist
Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Landowner represents that neither the Landowner, nor any parent company, wholly- or majority-owned
subsidiaries, and other affiliates of the Landowner is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153
or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with
Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal law and excludes the Landowner gent and each parent company,
wholly- or majority-owned subsidiaries, and other affiliates of the Landowner, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions
regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist organization. The Landowner understands “affiliate” to mean any entity that
controls, is controlled by, or is under common control with the Landowner and exists to make a profit. [Signature pages to follow] July 27, 2021 27th LANDOWNER AGREEMENT - EXHIBIT
I METES AND BOUNDS DESCRIPTION OF LANDOWNER’S PARCEL DESCRIPTION: BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J.M. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER
105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING ALL OF THAT LAND DESCRIBED IN D
EED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY LINE OF SAID MM ANNA 325, LLC TRACT 1 AND BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED IN DEED TO CADG HURRICANE CREEK, LLC TRACT
2 RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 232.26 FEET; THENCE S 88° 18' 50" W, 793.96 FEET TO THE SOUTH LINE OF SAID MM ANNA 325, LLC TRACT
1 AND BEING IN THE NORTHEAST CORNER SAID CADG HURRICANE CREEK LLC (TRACT 1); THENCE ALONG THE COMMON LINE BETWEEN SAID MM ANNA 325, LLC TRACT 1 AND SAID CADG HURRICANE CREEK LLC (TRACT 1) THE FO
LLOWING BEARINGS AND DISTANCES: S 89° 05' 29" W, 1757.67 FEET; S 88° 18' 31" W, 742.84 FEET; S 88° 59' 33" W, 427.28 FEET; THENCE DEPARTING SAID CADG HURRICANE CREEK, LLC TRACT 1 ALONG THE COMMO
N LINE BETWEEN SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO BLUE SPRUCE L.P. RECORDED IN INSTRUMENT NUMBER 19940826000793830 OF THE O.P.R.C.C.T. THE FOLLOWING
BEARINGS AND DISTANCES: N 61° 49' 20" E, 205.61 FEET; N 19° 24' 17" E, 181.73 FEET; N 38° 49' 43" E, 172.63 FEET; N 20° 25' 25" E, 121.13 FEET; N 49° 53' 58" E, 215.37 FEET;
N 04° 32' 42" E, 69.40 FEET; THENCE N 30° 41' 24" W, 236.43 FEET DEPARTING SAID BLUE SPRUCE L.P. TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN D
EED TO KIMBERLY POWELL RECORDED IN VOLUME 5820 PAGE 2130 OF THE O.P.R.C.C.T.; THENCE CONTINUING ALONG SAID MM ANNA 325, LLC TRACT 1 AND SAID KIMBERLY POWELL TRACT THE FOLLOWING BEARINGS AND DI
STANCES: N 21° 14' 27" W, 129.45 FEET; N 11° 58' 09" W, 106.75 FEET; N 09° 26' 49" W, 132.42 FEET; N 17° 32' 12" W, 108.70 FEET; THENCE N 03° 35' 21" E, 118.10 FEET DEPARTING SAID KIMBERLY
POWELL TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO HARRISON AND JANET SMITH RECORDED IN INSTRUMENT NUMBER 19920612000392310 OF THE O.P.R
.C.C.T.; THENCE CONTINUING ALONG SAID MM ANNA 325, LLC TRACT 1 AND SAID KIMBERLY POWELL TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 16° 24' 37" E, 135.67 FEET; N 06° 20' 57" E, 127.72 FEET;
N 18° 30' 44" E, 70.24 FEET; N 10° 53' 53" E, 77.78 FEET; N 19° 15' 05" E, 240.38 FEET; THENCE DEPARTING SAID HARRISON AND JANET SMITH TRACT ALONG THE COMMON LINE OF SAID MM
ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO DASARA, LLC RECORDED IN INSTRUMENT NUMBER 20150123000077570 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES:
N 59° 17' 04" E, 231.36 FEET; N 39° 06' 49" E, 113.71 FEET; N 18° 28' 30" E, 79.37 FEET; N 45° 20' 55" E, 130.09 FEET; N 24° 01' 10" E, 163.50 FEET; N 29° 16' 45" E, 139.03 FEET;
N 07° 19' 23" W, 145.67 FEET; N 22° 22' 47" E, 72.91 FEET; N 66° 09' 44" E, 68.86 FEET; N 49° 46' 52" E, 125.19 FEET; N 25° 25' 25" E, 105.50 FEET; N 41° 12' 53" E, 204.93 FEET;
N 44° 25' 31" E, 122.72 FEET; N 40° 33' 22" E, 129.29 FEET; N 01° 34' 54" E, 105.14 FEET; THENCE N 30° 43' 16" E, 12.80 FEET DEPARTING SAID DASARA, LLC TRACT ACROSS THE COMMON LINE
OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO DONNA PEELER RECORDED IN VOLUME 4972 PAGE 5535 OF THE O.P.R.C.C.T.; THENCE DEPARTING SAID DONNA PEELER TRACT ALONG THE
COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO RISLAND MANTUA LLC RECORDED IN INSTRUMENT NUMBER 20180625000783630 OF THE O.P.R.C.C.T. THE FOLLOWING BEARING
S AND DISTANCES: N 88° 46' 52" E, 274.56 FEET; N 89° 03' 01" E, 938.03 FEET; THENCE DEPARTING SAID RISLAND MANTUA LLC TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRAC
T OF LAND DESCRIBED IN DEED TO HURRICANE CREEK ESTATES (UNRECORDED) THE FOLLOWING BEARINGS AND DISTANCES: S 02° 31' 07" E, 46.18 FEET; S 00° 43' 55" E, 239.62 FEET; S 00° 54' 34" E, 240.98 FEET;
S 00° 35' 30" E, 240.11 FEET; S 00° 46' 25" E, 193.73 FEET; S 00° 41' 51" E, 159.37 FEET; S 02° 15' 50" W, 136.17 FEET; S 00° 41' 12" E, 117.45 FEET; N 43° 06' 55" E, 28.85 FEET;
N 36° 57' 57" E, 59.11 FEET; S 81° 37' 00" E, 76.35 FEET; N 64° 47' 48" E, 51.43 FEET; S 23° 02' 34" E, 61.07 FEET; N 53° 19' 07" E, 45.87 FEET; S 82° 24' 22" E, 25.36 FEET;
S 39° 57' 49" E, 56.11 FEET; S 48° 02' 59" E, 22.02 FEET; THENCE DEPARTING SAID HURRICANE CREEK ESTATES TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND D
ESCRIBED IN PLAT TO URBAN CROSSING BLOCK B TRACT RECORDED IN INSTRUMENT NUMBER 2013‐568 OF THE PLAT RECORDS, COLLIN COUNTY, TEXAS (P.R.C.C.T.) THE FOLLOWING BEARINGS AND DISTANCES:
S 02° 04' 20" E, 28.82 FEET; S 00° 05' 05" E, 119.18 FEET; S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 933.16 FEET; N 88° 55' 42" E, 491.23 FEET; THENCE S 04° 03' 22" E, 703.80 FEET DEPA
RTING SAID URBAN CROSSING BLOCK B TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO SHEIKH ALAM TRACT RECORDED IN VOLUME 4335 PAGE 955 OF THE
O.P.R.C.C.T. TO A 5/8 INCH IRON ROD STAMPED “PELOTON” FOUND; THENCE DEPARTING SAID SHEIKH ALAM TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED
TO MANTUA 30 PARTNERS, LTD TRACT RECORDED IN INSTRUMENT NUMBER 20201022001847220 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES: S 88° 44' 00" W, 60.25 FEET FOR THE BEGINNING OF A CURV
E TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 99.55 FEET, THROUGH A CENTRAL ANGLE OF 03° 42' 13", HAVING A RADIUS OF 1,540.00 FEET, AND A LONG CHORD WHICH BEARS S 13°
52' 00" W, 99.53 FEET; S 15° 43' 07" W, 512.37 FEET FOR THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE OF 504.39 FEET, THROUGH A CENTRAL
ANGLE OF 30° 06' 13", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 00° 40' 00" W, 498.61 FEET; S 14° 23' 07" E, 120.30 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 101.47 FEET, THROUGH A CENTRAL ANGLE OF 12° 30' 04", HAVING A RADIUS OF 465.07 FEET, AND A LONG CHORD WHICH BEARS S 08° 14'
28" E, 101.27 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1,264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 12,621,555 SQUARE FEET OR 289.751 ACRES MORE OR LESS.
SAVE AND EXCEPT TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J.M. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, AND THE W. RATTAN
SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICI
AL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAN
D TO MM ANNA 325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.;
THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO TH
E RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298
.07 FEET; N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RAD
IUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF S
AID CADG TRACT; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1,309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET
; N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS O
F 1,190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC D
ISTANCE 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1,310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET;
S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC
THE FOLLOWING BEARINGS AND DISTANCES: N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 27.22 FEET, THROUGH A CENTRAL
ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1,310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET
TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1,190.00 FEET, AND A LONG CHO
RD WHICH BEARS S 85° 32' 34" W, 147.31 FEET; S 89° 05' 29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO
THE RIGHT, HAVING AN ARC DISTANCE 139.73 FEET, THROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET;
N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 8
00.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02 FEET; N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LE
FT, HAVING AN ARC DISTANCE 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 F
EET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG C
HORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 20.00 FEET, THROUGH A CENTR
AL ANGLE OF 01° 24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E, 10.
60 FEET; N 01° 44' 03" E, 20.00 FEET; S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72 FEET;
N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 49.81 FEET; N 58° 06' 52" E, 4
7.94 FEET; N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A R
ADIUS OF 1,200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO TH
E LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1,150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.8
5 FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A
RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET; N 24° 51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00
FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET; S 24° 45' 54" W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05° 31' 37", HAVING A RADIUS OF 1,000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET;
N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83 FEET; S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET;
S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08°
08' 26" W, 37.55 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FE
ET, AND A LONG CHORD WHICH BEARS N 82° 48' 59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 56.36
FEET, THROUGH A CENTRAL ANGLE OF 03° 06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960
.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 100
.60 FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W,
1,264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQUARE FEET OR 65.070 ACRES MORE OR LESS. SAVE AND EXCEPT TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE
J. BOYLE SURVEY, ABSTRACT NUMBER 105, AND THE J. ELLET SURVEY, ABSTRACT NUMBER 296, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDE
D IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS (P.R.C.C.T.) AND BEING IN THE
NORTH LINE OF SAID MM ANNA 325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 01° 10' 22" E, 231.65
FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG
CHORD WHICH BEARS S 40° 31' 36" W, 1,010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET; N 64° 05' 47" W, 100.
01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 434.10 FEET, THROUGH A
CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85 FEET;
S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1,20
0.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; S 55° 47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET;
S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET; S 89° 15' 16" W, 1
60.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33 FEET; N 01° 44' 03" E, 130.00 FEET;
N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET; N 89° 19' 48" E, 369.75 FEET TO THE WEST LIN
E OF SAID URBAN CROSSING TRACT; THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES MORE OR LESS. LANDOWNER AGREEMENT
- EXHIBIT II DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as it may be amended from time to time, this “Declaration”)
is made as of July 27, 2021 by MM Anna 325, LLC a Texas limited liability company (the “Landowner”). RECITALS: A. The Landowner holds record title to that portion of the real property
located in Collin County, Texas, which is described in the attached Exhibit I (the “Landowner’s Parcel”) located within the Sherley Tract Public Improvement District No. 2. B. The City
Council of the City of Anna (the “City Council”) upon a petition requesting the establishment of a public improvement district covering the property within the District to be known
as the Sherley Tract Public Improvement District No. 2 (the “District”) by the then record owners taxable real property representing more than fifty percent (50%) of the appraised value
of the real property liable for assessment (as determined by the most recent certified appraisal roll for Collin County) in the area requested to be included in the District and the
record owners of taxable real property that constitute more than fifty percent (50 %) of all of the area of all taxable real property that are liable for assessment within the area
requested to be included in the District, created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended
(the “PID Act”). C. The City Council has adopted an assessment ordinance to levy assessments for certain public improvements (including all exhibits and attachments thereto, the “Assessment
Ordinance”) and the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan included as an exhibit to the Assessment Ordinance (as amended from time to time, the
“Service and Assessment Plan”), and has levied the assessments (the “Assessments”) on property in the Major Improvement Area (as defined in the Service and Assessment Plan) of the District.
D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement
district established under Chapter 372 of the Texas Local Government Code, as amended, to the purchaser, is incorporated into this Declaration. DECLARATIONS: NOW, THEREFORE, the Landowner
hereby declares that the Landowner’s Parcel is and shall be subject to, and hereby imposes on the Landowner’s Parcel, the following covenants, conditions and restrictions: 1. Acceptance
and Approval of Assessments and Lien on Property: (a) Landowner accepts each Assessment levied on the Landowner’s Parcel owned by such Landowner. (b) The Assessment (including any
reassessment, the expense of collection, and reasonable attorney’s fees, if incurred) is (a) a first and prior lien (the “Assessment Lien”) against the property assessed, superior to
all other liens or claims except for liens or claims for state, county, school district or municipality ad valorem property taxes whether now or hereafter payable, and (b) a personal
liability of and charge against the owners of the property to the extent of their ownership regardless of whether the owners are named. The Assessment Lien is effective from the date
of the Assessment Ordinance until the Assessments are paid and may be enforced by the City in the same manner as an ad valorem property tax levied against real property that may be
enforced by the City. The owner of any assessed property may pay, at any time, the entire Assessment levied against any such property. Foreclosure of an ad valorem property tax lien
on property within the Major Improvement Area of the District will not extinguish the Assessment or any unpaid but not yet due Annual Installments (as defined in the Service and Assessment
Plan) of the Assessment, and will not accelerate the due date for any unpaid and not yet due Annual Installments of the Assessment. It is the clear intention of all parties to this
Declaration, that the Assessments, including any Annual Installments of the Assessments (as such Annual Installments may be adjusted, decreased or extended), are covenants that run
with the Landowner’s Parcel and specifically binds the Landowner, its successors and assigns. In the event of delinquency in the payment of any Annual Installment of the Assessment,
the City is empowered to order institution of an action in district court to foreclose the related Assessment Lien, to enforce personal liability against the owner of the real property
for the Assessment, or both. In such action the real property subject to the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such delinquent property
taxes and Assessment, plus penalties, interest and costs of collection. 2. Landowner or any subsequent owner of the Landowner’s Parcel waives: (a) any and all defects, irregularities,
illegalities or deficiencies in the proceedings establishing the District and levying and collecting the Assessments or the annual installments of the Assessments; (b) any and all notices
and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the levy of Assessments by
the City Council concerning the Assessments; (c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance by the City Council;
(d) any and all actions and defenses against the adoption or amendment of the Service and Assessment Plan, the City’s finding of a ‘special benefit’ pursuant to the PID Act and the
Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment Plan or to any of the
previous proceedings connected therewith which occurred prior to, or upon, the City Council’s levy of the Assessments. 3. Amendments: This Declaration may be terminated or amended
only by a document duly executed and acknowledged by the then-current owner(s) of the Landowner’s Parcel and the City. No such termination or amendment shall be effective until a written
instrument setting forth the terms thereof has been executed by the parties by whom approval is required as set forth above and recorded in the Real Property Records of Collin County,
Texas. 4. Third Party Beneficiary: The City is a third-party beneficiary to this Declaration and may enforce the terms hereof. 5. Notice to Subsequent Purchasers: Upon the sale of
a dwelling unit within the District, the purchaser of such property shall be provided a written notice that reads substantially similar to the following: TEXAS PROPERTY CODE SECTION
5.014 NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT ASSESSMENT TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS CONCERNING THE PROPERTY AT [Street Address] As the purchaser of this
parcel of real property, you are obligated to pay an assessment to the City of Anna, Texas, for improvement projects undertaken by a public improvement district under Chapter 372 of
the Texas Local Government Code, as amended. The assessment may be due in periodic installments. The amount of the assessment against your property may be paid in full at any time
together with interest to the date of payment. If you do not pay the assessment in full, it will be due and payable in annual installments (including interest and collection costs).
More information concerning the amount of the assessment and the due dates of that assessment may be obtained from the City of Anna, 101 S. Powell Parkway, Anna, Texas 75409. Your
failure to pay the assessment or the annual installments could result in a lien on and in the foreclosure of your property. Signature of Purchaser(s) ___________________________ Date:
___________________ The seller shall deliver this notice to the purchaser before the effective date of an executory contract binding the purchaser to purchase the property. The notice
may be given separately, as part of the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. If the notice is included as part of the
executory contract or another notice, the title of the notice prescribed by this section, the references to the street address and date in the notice, and the purchaser’s signature
on the notice may be omitted. EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written. MM Anna 325, LLC, a Texas
limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company
Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS § § COUNTY OF DALLAS § This instrument
was acknowledged before me on the _____ day of July, 2021 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager of MMM Ventures, LLC, as Manager of MM Anna 325, LLC, a Texas limited
liability company, on behalf of said company. ___________________________________ Notary Public, State of Texas LANDOWNER AGREEMENT - EXHIBIT III HOMEBUYER EDUCATION PROGRAM
As used in this Exhibit III, the recorded Notice of the Authorization and Establishment of the Sherley Tract Public Improvement District No. 2 and the Declaration of Covenants, Conditions
and Restrictions in Exhibit II of this Agreement are referred to as the “Recorded Notices.” 1. Any Landowner who is a Builder shall attach the Recorded Notices and the final Major
Improvement Area Assessment Roll for such Major Improvement Area Assessed Property (or if the Major Improvement Area Assessment Roll is not available for such Major Improvement Area
Assessed Property, then a schedule showing the maximum 30 year payment for such Major Improvement Area Assessed Property) as an addendum to any residential homebuyer’s contract. 2.
Any Landowner who is a Builder shall provide evidence of compliance with Paragraph 1 above, signed by such residential homebuyer, to the City upon the City’s request. 3. Any Landowner
who is a Builder shall prominently display signage in its model homes, if any, substantially in the form of the Recorded Notices. 4. If prepared and provided by the City, any Landowner
who is a Builder shall distribute informational brochures about the existence and effect of the District in prospective homebuyer sales packets. 5. Any Landowner who is a Builder shall
include Assessments in estimated property taxes, if such Builder estimates monthly ownership costs for prospective homebuyers.
Sherley Tract PID 2021 (IA#1) Bond Ordinance v4 (E).pdf
1 CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COLLIN COUNTY CITY OF ANNA We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows: 1. The
City Council (the “Council”) of the City convened in a regular meeting on July 27, 2021, at the regular designated meeting place, and the roll was called of the duly constituted officers
and members of the Council, to wit: Nate Pike, Mayor Kevin Toten Lee Miller, Mayor Pro-Tem Danny Ussery Josh Vollmer, Deputy Mayor Pro-Tem Randy Atchley Stan Carver Jim Proce,
City Manager Carrie L. Land, City Secretary and all of said persons were present, thus constituting a quorum. Whereupon, among other business the following was transacted at said
meeting: a written Ordinance entitled AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT
DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT
AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE was duly introduced for the
consideration of the Council. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said Ordinance,
prevailed and carried, with all members of the Council shown present above voting “Aye,” except as noted below: NAYS: 0 ABSTENTIONS: 0 1 CITY OF ANNA ORDINANCE NO. 924-2021 AN
ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)";
APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION
THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Anna, Texas (the "City"), pursuant to and in accordance
with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, has previously established the
"Sherley Tract Public Improvement District No. 2" (the "District"); and WHEREAS, pursuant to the PID Act, the City Council of the City (the "Council") published notice of the assessment
hearing in a newspaper of general circulation in the City and the extraterritorial jurisdiction of the City, and opened a public hearing on June 22, 2021, regarding the levy of special
assessments within the District, and the City Council continued the hearing until July 27, 2021; and WHEREAS, after all comments and evidence, both written and oral, were received
by the City Council, the public hearing was closed on July 27, 2021 and, on such date, the Council adopted an ordinance levying such special assessments (the "Assessment Ordinance");
and WHEREAS, in the Assessment Ordinance, the Council approved and accepted the Service and Assessment Plan (as defined in the Assessment Ordinance) relating to the District and levied
the Assessments (as defined in the Indenture (defined below)) against the Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan); and WHEREAS, the Council
has found and determined that it is in the best interests of the City to issue its bonds to be designated "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley
Tract Public Improvement District No. 2 Improvement Area #1 Project)" (the "Bonds"), such Bonds to be payable from and secured by the Pledged Revenues (as defined in the Indenture);
and WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of (i) paying the Costs (as defined in the Indenture), (ii) paying interest on the Bonds during
and after the period of acquisition and construction of the Improvement Area #1 Projects (as defined in the Indenture), (iii) funding a reserve fund for payment of principal and interest
on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District and (v) paying the costs of issuance of the Bonds; and WHEREAS, the Council has found
and determined to approve (i) the issuance of the Bonds to finance the Improvement Area #1 Projects, (ii) the form, terms and provisions of the Indenture securing the Bonds authorized
hereby, (iii) the form, terms and provisions of a Bond 2 Purchase Agreement (defined below) between the City and the Underwriter (defined below), (iv) a Limited Offering Memorandum
(defined below), (v) a Continuing Disclosure Agreement (defined below), (vi) the form, terms and provisions of a Landowner Agreement (defined below), (vii) the form, terms and provisions
of a Construction, Funding and Acquisition Agreement (defined below), and (viii) the form, terms and provisions of a Reimbursement Agreement (defined below); and WHEREAS, the meeting
at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter
551, Texas Government Code, as amended; NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Findings. The findings and determinations set
forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein. Section 2. Approval of Issuance of Bonds and Indenture of Trust.
(a) The issuance of the Bonds in the principal amount of $9,400,000 for the purpose of (i) paying the Costs, (ii) paying a portion of the interest on the Bonds during and after the
period of acquisition and construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of
the costs incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds, is hereby authorized and approved. (b) The Bonds shall be issued and secured
under that certain Indenture of Trust (the "Indenture"), dated as of August 1, 2021, between the City and Regions Bank, an Alabama state banking corporation with offices in Houston,
Texas, as trustee (the "Trustee"), with such changes as may be necessary or desirable to carry out the intent of this Ordinance and as approved by the Mayor or Mayor Pro Tem of the
City, such approval to be evidenced by the execution and delivery of the Indenture, which Indenture is hereby approved in substantially final form attached hereto as Exhibit A and incorporated
herein as a part hereof for all purposes. The Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute the Indenture and the City Secretary is hereby authorized
and directed to attest such signature of the Mayor or Mayor Pro Tem. (c) The Bonds shall be dated, shall mature on the date or dates and in the principal amount or amounts, shall bear
interest, shall be registered as to both principal and interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds
shall be in substantially the form set forth in the Indenture, with such insertions, omissions and modifications as may be required to conform the form of Bond to the actual terms of
the Bonds. The Bonds shall be payable from and secured by the Pledged Revenues (as defined in the Indenture) and other assets of the Trust Estate (as defined in the Indenture) pledged
to the Bonds, and shall never be payable from ad valorem taxes or any other funds or revenues of the City. Section 3. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds
shall be sold to FMSbonds, Inc. (the "Underwriter") at the price and on the terms and provisions set 3 forth in that certain Bond Purchase Agreement (the "Purchase Agreement"), dated
the date hereof, between the City and the Underwriter, attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes, which terms of sale are declared to be
in the best interest of the City. The form, terms and provisions of the Purchase Agreement are hereby authorized and approved and the Mayor or Mayor Pro Tem of the City is hereby authorized
and directed to execute and deliver the Purchase Agreement. The Mayor’s or Mayor Pro Tem’s signature on the Purchase Agreement may be attested by the City Secretary. The Initial Bond
shall be registered in the name of the Underwriter. Section 4. Limited Offering Memorandum. The form and substance of the Preliminary Limited Offering Memorandum and any addenda,
supplement or amendment thereto and the final Limited Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Limited Offering Memorandum") are hereby
approved and adopted in all respects. The Limited Offering Memorandum, with such appropriate variations as shall be approved by the Mayor or Mayor Pro Tem of the City and the Underwriter,
may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited
Offering Memorandum (as defined in the Purchase Agreement) and the Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records
of this meeting. The use and distribution of the Preliminary Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. The City deems the
Preliminary Limited Offering Memorandum final, within the meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "Rule"), as of its date, except for the omission of information specified in Section (b)(1) of the Rule, as permitted by Section (b)(1) of the Rule. Notwithstanding the approval
and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Council, the Council is not responsible for and proclaims no specific knowledge of
the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum pertaining to the Improvement Area #1 Projects, the Developer or its financial
ability, any builders, any landowners or the appraisal of the property in the District. Section 5. Continuing Disclosure Agreement. The City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project) Continuing Disclosure Agreement of the Issuer (the "Continuing Disclosure Agreement")
between the City, P3Works, LLC and Regions Bank is hereby authorized and approved in substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for
all purposes, and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required
to carry out the purpose of this Ordinance and approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. Section 6. Landowner Agreement. That
certain Improvement Area #1 Landowner Agreement (the "Landowner Agreement"), between the City and the entity defined in the Landowner Agreement as the "Landowner" is hereby authorized
and approved in substantially the form attached hereto as Exhibit D which is incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem is each hereby authorized
and directed to execute and deliver such Landowner Agreement with such changes as may be required to carry out the 4 purposes of this Ordinance and approved by the Mayor or Mayor Pro
Tem, such approval to be evidenced by the execution thereof. Section 7. Construction, Funding and Acquisition Agreement. That certain agreement titled Sherley Tract Public Improvement
District No. 2 Improvement Area #1 Construction, Funding and Acquisition Agreement (the "Construction, Funding and Acquisition Agreement") between the City and the Developer is hereby
authorized and approved in substantially the form attached hereto as Exhibit E which is incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem is hereby
authorized and directed to execute and deliver such Construction, Funding and Acquisition Agreement with such changes as may be required to carry out the purpose of this Ordinance and
then as approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. The Mayor’s or Mayor Pro Tem’s signature on the Construction, Funding and Acquisition
Agreement may be attested by the City Secretary. Section 8. Reimbursement Agreement. That certain agreement titled Sherley Tract Public Improvement District No. 2 Improvement Area
#1 Reimbursement Agreement (the "Reimbursement Agreement") between the City and the Developer is hereby authorized and approved in substantially the form attached hereto as Exhibit
F which is incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem is hereby authorized and directed to execute and deliver such Reimbursement Agreement
with such changes as may be required to carry out the purpose of this Ordinance and then as approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof.
The Mayor’s or Mayor Pro Tem’s signature on the Reimbursement Agreement may be attested by the City Secretary. Section 9. Additional Actions. The Mayor, the Mayor Pro Tem, the City
Manager, the Finance Director and the City Secretary are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent
and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, the Mayor Pro Tem, the City Manager, the Finance Director and the City
Secretary are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions and other documents which may be
necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance. Section 10. Severability.
If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph,
clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 11. Effective Date. This Ordinance is passed on one reading as authorized by Texas Government
Code, Section 1201.028, and shall be effective immediately upon its passage and adoption. ------------------------------- A-1 EXHIBIT A INDENTURE OF TRUST INDENTURE OF TRUST
By and Between CITY OF ANNA, TEXAS and REGIONS BANK, as Trustee DATED AS OF AUGUST 1, 2021 SECURING $9,400,000 CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES
2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION ..............................
...................... 4 Section 1.1. Definitions. ..................................................................................................................... 4 Section 1.2.
Findings. ....................................................................................................................... 13 Section 1.3. Table of Contents, Titles and Headings.
....................................................................... 13 Section 1.4. Interpretation. .............................................................................................
.................. 13 ARTICLE II THE BONDS ....................................................................................................................... 14 Section 2.1.
Security for the Bonds. ................................................................................................. 14 Section 2.2. Limited Obligations. ......................................
............................................................... 14 Section 2.3. Authorization for Indenture. .........................................................................................
14 Section 2.4. Contract with Owners and Trustee. .............................................................................. 14 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS SIMILARLY SECURED ............................................................................................................. 15 Section 3.1. Authorization. ..................
............................................................................................. 15 Section 3.2. Date, Denomination, Maturities, Numbers and Interest. ..................................
............ 15 Section 3.3. Conditions Precedent to Delivery of Bonds Similarly Secured. ................................... 16 Section 3.4. Medium, Method and Place of Payment. ..................
................................................... 16 Section 3.5. Execution and Registration of Bonds Similarly Secured. ............................................ 17 Section 3.6.
Ownership..................................................................................................................... 18 Section 3.7. Registration, Transfer and Exchange.
........................................................................... 19 Section 3.8. Cancellation. ...........................................................................................
...................... 20 Section 3.9. Temporary Bonds Similarly Secured. .......................................................................... 20 Section 3.10. Replacement Bonds
Similarly Secured. ....................................................................... 21 Section 3.11. Book-Entry Only System. .................................................................
........................... 22 Section 3.12. Successor Securities Depository: Transfer Outside Book-Entry-Only System. ........... 22 Section 3.13. Payments to Cede & Co. ..........................
.................................................................... 23 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY ....................................................... 23 Section
4.1. Limitation on Redemption ............................................................................................ 23 Section 4.2. Mandatory Sinking Fund Redemption .......................
.................................................. 23 Section 4.3. Optional Redemption ....................................................................................................
25 Section 4.4. Extraordinary Optional Redemption ............................................................................ 25 Section 4.5. Partial Redemption. .................................
..................................................................... 25 Section 4.6. Notice of Redemption to Owners. ................................................................................
26 Section 4.7. Payment Upon Redemption .......................................................................................... 27 Section 4.8. Effect of Redemption ............................
....................................................................... 27 ARTICLE V FORM OF THE BONDS .............................................................................................
...... 27 Section 5.1. Form Generally ............................................................................................................. 27 Section 5.2. Form of the Bonds.
....................................................................................................... 28 Section 5.3. CUSIP Registration ..........................................................
............................................ 36 Section 5.4. Legal Opinion. ..............................................................................................................
36 ARTICLE VI FUNDS AND ACCOUNTS .............................................................................................. 36 Section 6.1. Establishment of Funds and Accounts
.......................................................................... 36 ii Section 6.2. Initial Deposits to Funds and Accounts ...............................................................
......... 38 Section 6.3. Pledged Revenue Fund ................................................................................................. 38 Section 6.4. Bond Fund ..........................
.......................................................................................... 40 Section 6.5. Project Fund...............................................................................
................................... 40 Section 6.6. Redemption Fund ......................................................................................................... 44 Section
6.7. Reserve Fund ................................................................................................................ 44 Section 6.8. Rebate Fund: Rebatable Arbitrage
............................................................................... 46 Section 6.9. Administrative Fund. ................................................................................
.................... 46 Section 6.10. Reimbursement Fund .................................................................................................... 47 Section 6.11. Investment
of Funds ..................................................................................................... 47 Section 6.12. Security of Funds ...................................................
....................................................... 42 ARTICLE VII COVENANTS ..................................................................................................................
49 Section 7.1. Confirmation of Assessments. ...................................................................................... 49 Section 7.2. Collection and Enforcement of Assessments.
.............................................................. 49 Section 7.3. Against Encumbrances. ................................................................................................
49 Section 7.4. Records, Accounts, Accounting Reports. ..................................................................... 50 Section 7.5. Covenants Regarding Tax Exemption of Interest
on Bonds. ....................................... 50 ARTICLE VIII LIABILITY OF CITY ......................................................................................................
53 Section 8.1. Liability of City. ........................................................................................................... 53 ARTICLE IX THE TRUSTEE .........................
....................................................................................... 54 Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. ..................................
... 54 Section 9.2. Trustee Entitled to Indemnity. ...................................................................................... 54 Section 9.3. Responsibilities of the Trustee.
.................................................................................... 55 Section 9.4. Property Held in Trust. ........................................................................
......................... 56 Section 9.5. Trustee Protected in Relying on Certain Documents. .................................................. 56 Section 9.6. Compensation. .......................
....................................................................................... 57 Section 9.7. Permitted Acts. ..............................................................................
............................... 57 Section 9.8. Resignation of Trustee. ................................................................................................. 57 Section
9.9. Removal of Trustee. ..................................................................................................... 58 Section 9.10. Successor Trustee. .................................
....................................................................... 58 Section 9.11. Transfer of Rights and Property to Successor Trustee. ................................................
59 Section 9.12. Merger, Conversion or Consolidation of Trustee. ........................................................ 59 Section 9.13. Trustee To File Continuation Statements.
.................................................................... 59 Section 9.14. Accounts, Periodic Reports and Certificates. ...............................................................
60 Section 9.15. Construction of Indenture. ............................................................................................ 60 ARTICLE X MODIFICATION OR AMENDMENT
OF THIS INDENTURE .................................... 60 Section 10.1. Amendments Permitted. ...............................................................................................
60 Section 10.2. Owners’ Meetings. ....................................................................................................... 61 Section 10.3. Procedure for Amendment
with Written Consent of Owners. ..................................... 61 Section 10.4. Procedure for Amendment Not Requiring Owner Consent. .........................................
61 Section 10.5. Effect of Supplemental Indenture. ................................................................................ 62 Section 10.6. Endorsement or Replacement of
Bonds Similarly Secured Issued After Amendments. .. .................................................................................................................................
63 Section 10.7. Amendatory Endorsement of Bonds Similarly Secured. .............................................. 63 Section 10.8. Waiver of Default. ..............................................
.......................................................... 63 Section 10.9. Execution of Supplemental Indenture. .........................................................................
63 iii ARTICLE XI DEFAULT AND REMEDIES .......................................................................................... 63 Section 11.1. Events of Default. ...........................
.............................................................................. 63 Section 11.2. Immediate Remedies for Default. ......................................................................
........... 64 Section 11.3. Restriction on Owner’s Action. .................................................................................... 65 Section 11.4. Application of Revenues
and Other Moneys After Default. ........................................ 66 Section 11.5. Effect of Waiver. .........................................................................................
................. 67 Section 11.6. Evidence of Ownership of Bonds Similarly Secured. .................................................. 67 Section 11.7. No Acceleration. ...........................
................................................................................ 67 Section 11.8. Mailing of Notice. .................................................................................
....................... 67 Section 11.9. Exclusion of Bonds Similarly Secured. ........................................................................ 68 ARTICLE XII GENERAL COVENANTS
AND REPRESENTATIONS ............................................... 68 Section 12.1. Representations as to Trust Estate. ............................................................................
... 68 Section 12.2. General. ........................................................................................................................ 68 ARTICLE XIII SPECIAL COVENANTS
................................................................................................ 68 Section 13.1. Further Assurances; Due Performance. ..............................................
.......................... 68 Section 13.2. Other Obligations or Liens; Refunding Bonds; Future Improvement Area Bonds ...... 69 Section 13.3. Books of Record. .....................................
..................................................................... 70 ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND SATISFACTION OF THE INDENTURE ........................
......................................................................... 71 Section 14.1. Trust Irrevocable. ........................................................................................
................. 71 Section 14.2. Satisfaction of Indenture. .............................................................................................. 71 Section 14.3. Bonds
Deemed Paid. .................................................................................................... 71 ARTICLE XV MISCELLANEOUS ......................................................
................................................... 72 Section 15.1. Benefits of Indenture Limited to Parties. ......................................................................
72 Section 15.2. Successor is Deemed Included in All References to Predecessor. ............................... 72 Section 15.3. Execution of Documents and Proof of Ownership by Owners.
.................................... 72 Section 15.4. No Waiver of Personal Liability. .................................................................................. 73 Section
15.5. Notices to and Demands on City and Trustee. ............................................................. 73 Section 15.6. Partial Invalidity. ...............................................
........................................................... 74 Section 15.7. Applicable Laws. ........................................................................................................
.. 74 Section 15.8. Payment on Business Day. ........................................................................................... 74 Section 15.9. Construction, Funding and
Acquisition Agreement Amendments and Supplements... 74 Section 15.10. Counterparts .................................................................................................................
74 Section 15.11. No Boycott of Israel ..................................................................................................... 74 Section 15.12. No Terrorist Organization
............................................................................................ 74 EXHIBIT A DESCRIPTION OF THE PROPERTY WITHIN THE IMPROVEMENT AREA #1 OF SHERLEY TRACT
PUBLIC IMPROVEMENT DISTRICT NO. 2 INDENTURE OF TRUST THIS INDENTURE, dated as of August 1, 2021, is by and between the CITY OF ANNA, TEXAS (the "City"), and REGIONS BANK, Houston,
Texas, as trustee (together with its successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings
assigned thereto in Article I. WHEREAS, on October 20, 2020, a petition (the "Petition") was submitted and filed with the City Secretary of the City (the "City Secretary") pursuant
to the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act" or "PID Act"), requesting the creation of a public improvement district
located within the extraterritorial jurisdiction of the City to be known as "Sherley Tract Public Improvement District No. 2" (the "District"); and WHEREAS, the Petition contained
the signatures of the owners of taxable real property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District,
as determined by the then current ad valorem tax rolls of the Rockwall Central Appraisal District, and the signatures of record property owners who own taxable real property that constitutes
more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on November 10, 2020, the City Council of the City (the "City
Council") adopted Resolution No. 2020-11-825 accepting the Petition and calling a public hearing on the creation of the District December 8, 2020; and WHEREAS, after due notice, on
December 8, 2020 the City Council opened, conducted and closed the public hearing in the manner required by law on the advisability of the improvement projects and services described
in the Petition as required by Section 372.009 of the PID Act and made the findings required by Section 372.009(b) of the PID Act and, by Resolution No. 2020-12-839 adopted by the City
Council (the "Creation Resolution"), authorized the District in accordance with its finding as to the advisability of the improvement projects and services; and WHEREAS, following
the adoption of the Creation Resolution, the City published notice of its authorization of the District in a newspaper of general circulation in the City; and WHEREAS, no written
protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after the date of publication of such notice; and
WHEREAS, the City, pursuant to Section 372.0l6(b) of the PID Act, published notice of a public hearing in a newspaper of general circulation in the City to consider the proposed "Assessment
Roll" and the "Service and Assessment Plan" and the levy of the "Assessments" on property in the District; and WHEREAS, the City, pursuant to Section 372.0l6(c) of the PID Act, mailed
notice of the public hearing to consider the proposed Assessment Roll and the Service and Assessment Plan 2 and the levy of Assessments on property in the District to the last known
address of the owners of the property liable for the Assessments; and WHEREAS, the City Council convened the public hearing on July 27, 2021, at which all persons who appeared, or
requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the Service and Assessment Plan, the Assessment Roll, and the Assessments,
and to offer testimony pertinent to any issue presented on the amount of the Assessments, the allocation of Improvement Area #1 Project Costs, the purposes of the Assessments, the special
benefits of the Assessments, and the penalties and interest on annual installments and on delinquent annual installments of the Assessments; and WHEREAS, at the July 27, 2021 public
hearing referenced above, there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of Improvement
Area #1 Project Costs, the Assessment Roll, or the levy of the Assessments; and WHEREAS, the City Council closed the public hearing and, after considering all written and documentary
evidence presented at the public hearing, including all written comments and statements filed with the City, at a meeting held on July 27, 2021, approved and accepted the Service and
Assessment Plan in conformity with the requirements of the PID Act and adopted the Assessment Ordinance, which Assessment Ordinance approved the Assessment Roll and levied the Assessments;
and WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds payable from the Assessments for the purpose of (i) paying a portion of the Improvement Area #1 Project
Costs, (ii) paying interest on the Bonds during and after the period of acquisition and construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of
principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District and (v) paying the costs of issuance of the Bonds; and WHEREAS,
the City Council now desires to issue its revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021
(Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)" (the "Bonds"), such Bonds being payable solely from the Trust Estate and for the purposes set forth in
this preamble; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth in this Indenture; NOW, THEREFORE, the City, in consideration of
the foregoing premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds Similarly Secured by the Owners thereof, and of other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER to the Trustee for the
benefit of the Owners, a security interest in all of the moneys, rights and properties described in the Granting Clauses hereof, as follows (collectively, the "Trust Estate"): 3 FIRST
GRANTING CLAUSE The Pledged Revenues, as herein defined, including all moneys and investments held in the Pledged Funds, including any contract or any evidence of indebtedness related
thereto or other rights of the City to receive any of such moneys or investments, whether now existing or hereafter coming into existence, and whether now or hereafter acquired; and
SECOND GRANTING CLAUSE Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged,
assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to
receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof; and THIRD GRANTING CLAUSE Any and all proceeds of the
foregoing property and proceeds from the investment of the foregoing property; TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and
its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds Similarly Secured from time
to time issued under and secured by this Indenture, and for enforcement of the payment of the Bonds Similarly Secured in accordance with their terms, and for the performance of and
compliance with the obligations, covenants, and conditions of this Indenture; PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to be paid, the principal
or Redemption Price of and the interest on the Bonds Similarly Secured at the times and in the manner stated in the Bonds Similarly Secured, according to the true intent and meaning
thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture is to be and remain in full force and effect; IN ADDITION,
the Bonds Similarly Secured are special, limited obligations of the City payable solely from the Pledged Revenues, as and to the extent provided in this Indenture. The Bonds Similarly
Secured do not give rise to a charge against the general credit or taxing powers of the City and are not payable except as provided in this Indenture. Notwithstanding anything to the
contrary herein, the Owners of the Bonds Similarly Secured shall never have the right to demand payment thereof out of any funds of the City other than the Pledged Revenues. The City
shall have no legal or moral obligation to pay for the Bonds Similarly Secured out of any funds of the City other than the Pledged Revenues. THIS INDENTURE FURTHER WITNESSETH, and
it is expressly declared, that all Bonds Similarly Secured issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned,
and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed,
and the City has agreed and covenanted, and 4 does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds Similarly Secured as follows:
ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture,
the following terms shall have the meanings specified below: "Account", in the singular, means any of the accounts established pursuant to Section 6.1 of this Indenture, and "Accounts",
in the plural, means, collectively, all of the accounts established pursuant to Section 6.1 of this Indenture. “Additional Bonds” means the additional parity bonds authorized to be
issued in accordance with the terms and conditions prescribed in Section 13.2(c) of this Indenture. "Additional Interest" means the 0.50% additional interest charged on the Assessments
pursuant to Section 372.018 of the PID Act. "Administrative Fund" means that Fund established by Section 6.1 and administered pursuant to Section 6.9. "Administrator" means an employee
or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other agreement or document approved by the City related
to the duties and responsibilities of the administration of the District. "Annual Collection Costs" means the actual or budgeted costs and expenses related specifically to the Improvement
Area #1, including costs and expenses related to the creation and operation of the District, and the construction of the Improvement Area #1 Projects, including, but not limited to,
costs and expenses for: (i) the Administrator; (ii) City staff; (iii) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (iv) calculating,
collecting, and maintaining records with respect to Assessments and Annual Installments; (v) preparing and maintaining records with respect to Assessment Rolls and Annual Service Plan
Updates; (vi) paying and redeeming Bonds Similarly Secured; (vii) investing or depositing Assessments and Annual Installments; (viii) complying with the Service and Assessment Plan,
this Indenture and the PID Act with respect to the Bonds Similarly Secured, including continuing disclosure requirements; and (ix) the paying agent/registrar and Trustee in connection
with Bonds Similarly Secured, including their respective legal counsel. Annual Collection Costs do not include payment of the actual principal of, redemption premium, if any, and interest
on the Bonds Similarly Secured. Annual Collection Costs collected and not expended in any year shall be carried forward and applied to reduce Annual Collection Costs in subsequent years.
5 "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds Similarly Secured in such Bond Year (excluding interest paid from funds
on deposit in the Capitalized Interest Account of the Bond Fund), assuming that the Outstanding Bonds Similarly Secured are retired as scheduled (including by reason of Sinking Fund
Installments), and (ii) the principal amount of the Outstanding Bonds Similarly Secured due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). "Annual
Installment" means, with respect to each Assessed Property, each annual payment of: (i) the principal of and interest on the Assessments as shown on the Assessment Roll or in an Annual
Service Plan Update, and as shown in Exhibit E-2 to the Service and Assessment Plan, and calculated as provided in Section VI of the Service and Assessment Plan, (ii) Annual Collection
Costs and (iii) the Additional Interest. "Annual Service Plan Update" means an update to the Service and Assessment Plan prepared no less frequently than annually by the Administrator
and approved by the City Council. "Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State or of the United
States of America, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. "Assessed Property" means
the property located in the Improvement Area #1 that benefit from the Improvement Area #1 Projects, and is defined as the " Improvement Area #1 Assessed Property" in the Service and
Assessment Plan. "Assessment Ordinance" means the ordinance adopted by the City Council on July 27, 2021, as may be amended or supplemented, that levied the Assessments on the Assessed
Property. "Assessment Revenues" means the revenues received by the City from the collection of Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds.
"Assessment Roll" means the "Improvement Area #1 Assessment Roll", which document is attached to the Service and Assessment Plan as Exhibit E-1, as updated, modified or amended from
time to time. "Assessments" means an assessment levied against Assessed Property based on the special benefit conferred on such Parcels by the Improvement Area #1 Projects. "Attorney
General" means the Attorney General of the State. "Authorized Denomination" means $100,000 and any integral multiple of $1,000 in excess thereof. The City prohibits any Bond to be
issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000, and any attempt to accomplish
either of the foregoing shall be void and of no effect. 6 "Authorized Improvements" mean those improvements authorized by Section 372.003 of the PID Act for which Assessments are
levied, including those described in the Service and Assessment Plan. "Bond" means any of the Bonds. "Bond Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney
or firm of attorneys designated by the City that are nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public
entities. "Bond Fund" means the Fund established pursuant to Section 6.1 and administered pursuant to Section 6.4 of this Indenture. "Bond Ordinance" means the ordinance adopted
by the City Council on July 27, 2021 authorizing the issuance of the Bonds pursuant to this Indenture. "Bond Pledged Revenue Account" means the Account in the Pledged Revenue Fund
established pursuant to Section 6.1 of this Indenture. “Bonds Similarly Secured” means the Outstanding Bonds and any Outstanding Additional Bonds and any Outstanding Refunding Bonds
hereafter issued pursuant to and secured under this Indenture. "Bond Year" means the one-year period beginning on October 1 in each year and ending on September 30 in the following
year. "Bonds" means the City’s bonds authorized to be issued by Section 3.1 of this Indenture entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley
Tract Public Improvement District No. 2 Improvement Area #1 Project)" and, in the event the City issues Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds" shall include
such Refunding Bonds. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State observed as such by the City or the Trustee or any national holiday
observed by the Trustee. "Capitalized Interest Account" means the Account in the Bond Fund established pursuant to Section 6.1 of this Indenture. “Certification for Payment” means
a certificate substantially in the form of Exhibit B to the Construction, Funding and Acquisition Agreement or otherwise approved by the Developer and a City Representative executed
by a Person approved by a City Representative, delivered to a City Representative and the Trustee specifying the amount of work performed related to the Improvement Area #1 Projects
and the Actual Costs thereof, and requesting payment for such Actual Costs from money on deposit in an account of the Project Fund as further described in the Construction, Funding
and Acquisition Agreement and Section 6.5 herein. "City Order" means written instructions by the City, executed by a City Representative. 7 "City Representative" means that official
or agent of the City authorized by the City Council to undertake the action referenced herein. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations,
published rulings and court decisions. "Comptroller" means the Comptroller of Public Accounts of the State. “Construction, Funding and Acquisition Agreement” means the “Sherley
Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding and Acquisition Agreement” by and between the City and the Developer dated as of July 27, 2021, which
provides, in part, for the deposit of proceeds from the issuance and sale of the Bonds Similarly Secured and the payment of costs of Improvement Area #1 Projects within the District,
the issuance of bonds, and other matters related thereto. "Costs of Issuance Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture.
"Defeasance Securities" means Investment Securities then authorized by applicable law for the investment of funds to defease public securities. "Delinquency and Prepayment Reserve
Account" means the reserve account administered by the City and segregated from other funds of the City and established by Section 6.1 of this Indenture. "Delinquency and Prepayment
Reserve Requirement" means an amount equal to 3.85% of the principal amount of the Outstanding Bonds Similarly Secured to be funded from Assessment Revenues deposited to the Pledged
Revenue Fund. "Delinquent Collection Costs" means, for a Parcel, interest, penalties and other costs and expenses that are authorized by the PID Act and by the Assessment Ordinance
and that directly or indirectly relate to the collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under the Service and Assessment
Plan, including costs and expenses related to the foreclosure of liens. "Delivery Date" means August 16, 2021, which is the date of delivery of the Bonds to the initial purchaser
or purchasers thereof against payment therefor. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment
office designated by the Paying Agent/Registrar, which shall initially be located in Houston, Texas, and (ii) with respect to any successor Paying Agent/Registrar, the office of such
successor designated and located as may be agreed upon by the City and such successor. "Developer" means MM Anna 325, LLC, a Texas limited company, and any successor thereto. 8
“Developer Reimbursement Pledged Revenue Account” means the Account of such name established pursuant to Section 6.1. “Developer Reimbursement Amount” means an amount, not to exceed
$4,157,015.95, equal to the aggregate amount paid for Improvement Area #1 Project Costs out of the Improvement Area #1 Developer Improvement Account pursuant to one or more Certificates
for Payment that is to be reimbursed to Developer from the Improvement Area #1 Bond Improvement Account pursuant to one or more Certificates for Payment as further described in the
Construction, Funding and Acquisition Agreement and Section 6.5 of this Indenture. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate
the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received by the
City from the enforcement of the Assessments against any Assessed Property, whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs.
"Fund", in the singular, means any of the funds established pursuant to Section 6.1 of this Indenture, and "Funds", in the plural, means, collectively, all of the funds established
pursuant to Section 6.1 of this Indenture. "Improvement Area #1" means that portion of the District generally described in Section II of the Service and Assessment Plan and generally
shown in Exhibit A-2 to the Service and Assessment Plan and as specifically described in Exhibit L-2 to the Service and Assessment Plan. “Improvement Area #1 Developer Improvement
Account” means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5 of this Indenture. "Improvement Area #1 Improvements" means the Authorized Improvements
which only benefit the property located in the Improvement Area #1, and are described in Section III(B) and Exhibit G-1 to the Service and Assessment Plan. "Improvement Area #1 Project
Costs" means the Actual Costs, as defined in the Service and Assessment Plan (excluding Annual Collection Costs), solely for the Improvement Area #1 Projects. "Improvement Area #1
Projects" means, collectively, (i) the pro rata portion of the Major Improvements allocable to Improvement Area #1 and (ii) the Improvement Area #1 Improvements. 9 "Indenture" means
this Indenture of Trust as originally executed or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the
applicable provisions hereof. "Independent Appraisal" means, in establishing the appraised value, (i) the appraised value of a specific assessed parcel or assessed parcels, as applicable,
in Improvement Area #1 as established by publicly available data from the Collin Central Appraisal District, (ii) the Collin Central Appraisal District Chief Appraiser’s estimated assessed
valuation for completed homes (home and lot assessed valuation) and estimated lot valuation for lots on which homes are under construction in Improvement Area #1, (iii) an “as-complete”
appraisal delivered by an independent appraiser licensed in the State of Texas, which appraisal shall assume completion of the Improvement Area #1 Improvements to be funded with the
Bonds and the Additional Bonds, (iv) a certificate delivered to the City by a qualified independent third party (which party may be the Administrator or a licensed appraiser) certifying
on an individual lot type basis, the value of each lot in Improvement Area #1 based on either (x) the average gross sales price (which is the gross amount including escalations and
reimbursements due to the seller of the lots) for each lot type based on closings of lots in Improvement Area #1, or (y) the sales price in the actual lot purchase contracts in Improvement
Area #1. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may
be, to have experience in matters relating to the issuance and/or administration of the Bonds Similarly Secured; (ii) is in fact independent and not under the domination of the City;
(iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the District, or any real property in the District; and (iv)
is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bonds" means with respect to the Bonds,
the Initial Bonds authorized by Section 5.2 of this Indenture, and with respect to any other series of Bonds Similarly Secured, the Initial Bond set forth in a Supplemental Indenture.
"Interest Payment Date" means the date or dates upon which interest on any series of Bonds Similarly Secured is scheduled to be paid until their respective dates of maturity or prior
redemption, such dates being on March 15 and September 15 of each year, and commencing, with respect to the Bonds, March 15, 2022. "Investment Securities" means those authorized investments
described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are, at the time made, included in and authorized by the City’s official investment
policy as approved by the City Council from time to time. Such Investment Securities may include money market funds that are rated in either of the two highest categories by a rating
agency, including funds for which the Trustee and/or its affiliates provide investment advisory or other management services; provided that such money market funds are authorized investments
described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended. "Major Improvements" means the Authorized Improvements that confer special benefit to the entire
District, and as further described in Section III.A and depicted on Exhibit G-2 to the Service and Assessment Plan. 10 "Maximum Annual Debt Service" means the largest Annual Debt
Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds Similarly Secured. "Outstanding" means, as of any particular date
when used with reference to Bonds Similarly Secured, all Bonds Similarly Secured authenticated and delivered under this Indenture except (i) any Bond that has been canceled by the Trustee
(or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond
shall have been made as provided in Article IV, (iii) any Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to Section 3.10
and (iv) Bond alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Indenture. "Owner" means the Person who is the registered owner of
a Bond Similarly Secured or Bonds Similarly Secured, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds Similarly Secured are in book-entry
only form and held by DTC as securities depository in accordance with Section 3.11. "Parcel" or "Parcels" means a parcel or parcels within the District identified by either a tax
map identification number assigned by the Collin Central Appraisal District for real property tax purposes or by lot and block number in a final subdivision plat recorded in the real
property records of Collin County. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in this Indenture. "Person" or "Persons" means any
individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof. "Pledged Funds" means, collectively, the Pledged Revenue Fund (excluding the Developer Reimbursement Pledged Revenue Account), the Bond Fund, the Project Fund
(but excluding the Improvement Area #1 Developer Improvement Account), the Reserve Fund and the Redemption Fund. "Pledged Revenue Fund" means that fund established pursuant to Section
6.1 and administered pursuant to Section 6.3 of this Indenture. "Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the portion of the Assessments and Annual
Installments collected for the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held in any of the
Pledged Funds and (iii) any additional revenues that the City may pledge to the payment of the Bonds Similarly Secured. "Prepayment" means the payment of all or a portion of an Assessment
before the due date thereof. Amounts received at the time of a Prepayment which represent a payment of principal, 11 interest or penalties on a delinquent installment of an Assessment
are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment. "Principal and Interest Account" means the Account in the
Bond Fund established pursuant to Section 6.1 of this Indenture. "Project Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5. "Purchaser"
means the initial purchaser of each series of Bonds Similarly Secured. "Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the Treasury Regulations.
"Rebate Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.8. "Record Date" means the close of business on the last Business Day of the
month next preceding an Interest Payment Date. "Redemption Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.6. "Redemption Price"
means, when used with respect to any Bond or portion thereof, the principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus accrued and unpaid
interest on such Bond to the date fixed for redemption payable upon redemption thereof pursuant to this Indenture. "Refunding Bonds" means bonds issued to refund all or any portion
of the Outstanding Bonds Similarly Secured and secured by a parity lien with the Outstanding Bonds Similarly Secured on the Pledged Revenues, as more specifically described in the Supplemental
Indenture authorizing such Refunding Bonds. "Register" means the register specified in Article III of this Indenture. “Reimbursement Agreement” means the “Sherley Public Improvement
District No. 2 Improvement Area #1 Reimbursement Agreement” between the City and the Developer, dated as of July 27, 2021 which provides for the payment of costs to the Developer for
funds advanced by the Developer and used to pay costs of the Improvement Area #1 Projects and other matters related thereto. “Reimbursement Fund” means that fund of such name established
pursuant to Section 6.1. "Reserve Account" means the Account in the Reserve Fund established pursuant to Section 6.1 of this Indenture. 12 "Reserve Fund" means that fund established
pursuant to Section 6.1 and administered pursuant to Section 6.7. "Reserve Fund Obligations" means cash or Investment Securities. "Reserve Account Requirement" means the least of:
(i) Maximum Annual Debt Service on the Bonds as of the date of issuance, (ii) 125% of average Annual Debt Service on the Bonds as of the date of issuance, and (iii) 10% of the proceeds
of the Bonds; provided, however, that such amount shall be reduced by the amount of any transfers made pursuant to Section 6.7(c); and provided further that as a result of (1 an optional
redemption pursuant to Section 4.3 or (2) an extraordinary optional redemption pursuant to Section 4.4, the Reserve Account Requirement shall be reduced by a percentage equal to the
pro rata principal amount of Bonds redeemed by such redemption divided by the total principal amount of the Outstanding Bonds prior to such redemption. As of the Delivery Date, the
Reserve Account Requirement is $575,460.00 which is an amount equal to the Reserve Account Requirement defined above. "Service and Assessment Plan" means the document, including the
Assessment Roll, which is attached as Exhibit E-1 to the Service and Assessment Plan attached as Exhibit A to the Assessment Ordinance, as may be updated, amended and supplemented from
time to time. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of a Stated Maturity of Bonds Similarly Secured payable from such installments
at the times and in the amounts provided in Section 4.2. "Special Record Date" has the meaning set forth in in the form of Bond included in Section 5.2 hereof. "State" means the
State of Texas. "Stated Maturity" means the date the Bonds Similarly Secured, or any portion of the Bonds Similarly Secured, as applicable, are scheduled to mature without regard to
any redemption or Prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and a City Representative pursuant to an ordinance adopted by
the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder. "Treasury Regulations"
shall have the meaning assigned to such term in Section 7.5(c). "Trust Estate" means the Trust Estate described in the granting clauses of this Indenture, and the Trust Estate shall
only include Pledged Revenues related to the Assessments levied on the Assessed Property within Improvement Area #1, unless the City pledges additional revenues to the payment of the
Bonds Similarly Secured, which additional pledge may only be created in a Supplemental Indenture. "Trustee" means Regions Bank, an Alabama state banking corporation with offices in
Houston, Texas, in its capacity as trustee hereunder, and its successors, and any other corporation 13 or association that may at any time be substituted in its place, as provided
in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds Similarly Secured. "Value of Investment Securities" means the amortized value of any Investment
Securities, provided, however, that all United States of America, United States Treasury Obligations – State and Local Government Series shall be valued at par and those obligations
which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations shall include accrued interest on the
investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition "amortized value," when used with respect to a security purchased
at par means the purchase price of such security and when used with respect to a security purchased at a premium above or discount below par, means as of any subsequent date of valuation,
the value obtained by dividing the total premium or discount by the number of interest payment dates remaining to maturity on any such security after such purchase and by multiplying
the amount as calculated by the number of interest payment dates having passed since the date of purchase and (i) in the case of a security purchased at a premium, by deducting the
product thus obtained from the purchase price, and (ii) in the case of a security purchased at a discount, by adding the product thus obtained to the purchase price. Section 1.2.
Findings. The declarations, determinations and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated and made a part of the operative provisions
hereof. Section 1.3. Table of Contents, Titles and Headings. The table of contents, titles, and headings of the Articles and Sections of this Indenture have been inserted for convenience
of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given
any effect in construing this Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the
context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular
number shall be construed to include correlative words of the plural number and vice versa. (b) Words importing persons include any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a
particular Article or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. 14 ARTICLE II THE BONDS Section 2.1. Security for the
Bonds. (a) The Bonds, as to principal, interest and redemption premium, if any, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the
Trust Estate. (b) The lien on and pledge of the Trust Estate shall be valid and binding and fully perfected from and after the Delivery Date, without physical delivery or transfer
of control of the Trust Estate, the filing of this Indenture or any other act; all as provided in Chapter 1208 of the Texas Government Code, as amended, which applies to the issuance
of the Bonds and the pledge of the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If State law is amended at any
time while the Bond Similarly Secured are Outstanding such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject to the filing requirements of
Chapter 9, Business and Commerce Code, then in order to preserve to the registered owners of the Bond Similarly Secured the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under State law to comply with the applicable provisions of Chapter 9, Business and Commerce Code and enable
a filing to perfect the security interest in said pledge to occur. Section 2.2. Limited Obligations. The Bond Similarly Secured are special and limited obligations of the City,
payable solely from and secured solely by the Trust Estate, including the Pledged Revenues; and the Bond Similarly Secured shall never be payable out of funds raised or to be raised
by taxation or from any other revenues, properties or income of the City. Section 2.3. Authorization for Indenture. The terms and provisions of this Indenture and the execution
and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council. The City has ascertained and it is hereby determined and declared that
the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and that each and every covenant or agreement
herein contained and made is necessary, useful and/or convenient in order to better secure the Bond Similarly Secured and is a contract or agreement necessary, useful and/or convenient
to carry out and effectuate the purposes herein described. Section 2.4. Contract with Owners and Trustee. (a) The purposes of this Indenture are to establish a lien and the security
for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the Bond Similarly Secured and to prescribe the rights of the Owners, and the
rights and duties of the City and the Trustee. 15 (b) In consideration of the purchase and acceptance of any or all of the Bond Similarly Secured by those who shall purchase and
hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owner, and shall be deemed to be and shall constitute a contract
among the City, the Owners, and the Trustee. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.1. Authorization. The Bond are hereby authorized
to be issued and delivered in accordance with the Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued in the aggregate principal amount
of $9,400,000 for the purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition
and construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental
to the organization of the District, and (v) paying the costs of issuance of the Bonds. Section 3.2. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall
be dated the Delivery Date and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons, and shall be numbered separately from R-1 upward,
except the Initial Bond, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the later of the Delivery Date or the most recent Interest Payment Date
to which interest has been paid or provided for, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below, or on a date of
earlier redemption, or otherwise provided for. Such interest shall be payable semiannually on March 15 and September 15 of each year, commencing March 15, 2022, computed on the basis
of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 15 in the years and in the principal amounts and shall bear interest at the rates set forth below:
Year Principal Amount Interest Rate 2026 $ 752,000 3.250% 2031 1,101,000 3.750 2041 2,984,000 4.000 2051 4,563,000 4.250 (d) The Bonds shall be subject to mandatory sinking fund
redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV, 16 and shall otherwise have the terms, tenor, denominations, details,
and specifications as set forth in the form of Bond set forth in Section 5.2. Section 3.3. Conditions Precedent to Delivery of Bonds. The Bonds shall be executed by the City and
delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City,
but only upon delivery to the Trustee of: (a) a certified copy of the Assessment Ordinance; (b) a certified copy of the Bond Ordinance; (c) a copy of the executed Reimbursement
Agreement and the Construction, Funding and Acquisition Agreement, with all executed amendments thereto; (d) a copy of this Indenture executed by the Trustee and the City; (e) an
executed City Order directing the authentication and delivery of the Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are
to be delivered, stating the purchase price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee; (f) an executed Signature and No-Litigation
Certificate; (g) an executed opinion of Bond Counsel; and (h) the approving opinion of the Attorney General of the State and the State Comptroller’s registration certificate. Section
3.4. Medium, Method and Place of Payment. (a) Principal of and interest on the Bonds Similarly Secured shall be paid in lawful money of the United States of America, as provided
in this Section. (b) Interest on the Bonds Similarly Secured shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date
or Special Record Date, as applicable. (c) Interest on the Bonds Similarly Secured shall be paid by check, dated as of the Interest Payment Date, and sent, first class United States
mail, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each as such appears in the Register or by such other customary banking arrangement acceptable to
the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. (d) The principal of each Bond Similarly
Secured shall be paid to the Owner of such Bond on the due date thereof, whether at the maturity date or the date of prior redemption 17 thereof, upon presentation and surrender of
such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds Similarly Secured
shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are
required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which
banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section
3.2 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the
account of the Owner of the Bonds Similarly Secured to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar law of the State, any such payments
remaining unclaimed by the Owners entitled thereto for three (3) years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds
Similarly Secured thereafter coming due and, to the extent any such money remains after the retirement of all Outstanding Bonds Similarly Secured, shall be paid to the City to be used
for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be liable or responsible to any holders of such Bonds Similarly Secured for
any further payment of such unclaimed moneys or on account of any such Bonds Similarly Secured, subject to any applicable escheat law or similar law of the State. Section 3.5. Execution
and Registration of Bonds Similarly Secured. (a) The Bonds Similarly Secured shall be executed on behalf of the City by the Mayor and City Secretary, by their manual or facsimile
signatures, and the official seal of the City shall be impressed or placed in facsimile thereon such facsimile signatures on the Bonds Similarly Secured shall have the same effect as
if each of the Bonds Similarly Secured had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds Similarly Secured shall have the same effect
as if the official seal of the City had been manually impressed upon each of the Bonds Similarly Secured. (b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds Similarly Secured ceases to be such officer before the authentication of such Bonds Similarly Secured or before the delivery thereof, such manual or facsimile signature
nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit of this Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein,
duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee
sign the Certificate of Trustee on all of the Bonds Similarly Secured. In lieu of the executed Certificate of Trustee described above, the Initial Bond delivered on the Delivery Date
shall have attached thereto the Comptroller’s 18 Registration Certificate substantially in the form provided herein, manually executed by the Comptroller, or by his duly authorized
agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General, is a valid and binding obligation of the City, and has been registered
by the Comptroller. (d) On the Delivery Date of each respective series of Bonds Similarly Secured, one Initial Bond representing the entire principal amount of all Bonds Similarly
Secured of such series, payable in stated installments to the Purchaser, or its designee, executed with the manual or facsimile signatures of the Mayor and the City Secretary, approved
by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such Purchaser or its designee. Upon payment for the Initial Bond of each series,
the Trustee shall cancel such Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive Bond Similarly Secured for each year of maturity of said series of
Bonds Similarly Secured, in the aggregate principal amount of all Bonds Similarly Secured of such series and maturity, registered in the name of Cede & Co., as nominee of DTC. Section
3.6 Refunding Bonds. (a) Except in accordance with the provisions of this Indenture, including Section 13.2, the City shall not issue additional bonds, notes or other obligations
payable from any portion of the Trust Estate, other than Additional Bonds and Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds of which would be
utilized to refund all or any portion of the Outstanding Bonds Similarly Secured or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by
the laws of the State of Texas and Additional Bonds as outlined herein. Except as limited by the terms of this Indenture, including Section 13.2, the City reserves the right to incur
debt payable from sources other than the Trust Estate, including revenue derived from contracts with other entities, including private corporations, municipalities and political subdivisions
issued particularly for the purchase, construction, improvement, extension, replacement, enlargement or repair of the facilities needed in performing any such contract. (b) The principal
of all Refunding Bonds must be scheduled to be paid, be subject to mandatory sinking fund redemption or mature on September 15 of the years in which such principal is scheduled to be
paid. All Refunding Bonds must bear interest at a fixed rate and any interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate or rates of interest
on, interest payment dates, maturity dates, redemption and all other terms and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture. (c) Upon their authorization
by the City, the Refunding Bonds of a series issued under this Section 3.6 and in accordance with Article IV hereof shall be issued and shall be delivered to the purchasers or owners
thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee the items required by Section
3.3 above. Section 3.7. Ownership. (a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat the Person in whose name any Bond is registered as the absolute
owner of such Bond for the 19 purpose of making and receiving payment as provided herein (except interest shall be paid to the Person in whose name such Bond is registered on the Record
Date or Special Record Date, as applicable) and for all other purposes, whether or not such Bond is overdue, and none of the City, the Trustee or the Paying Agent/Registrar shall be
bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of any Bond shall be valid and effectual and shall discharge the liability of the City, the Trustee
and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.8. Registration, Transfer and Exchange. (a) So long as any Bond remains Outstanding, the
City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject to such reasonable regulations as it may prescribe, the Paying
Agent/Registrar shall provide for the registration and transfer of Bonds Similarly Secured in accordance with this Indenture. The Paying Agent/Registrar represents and warrants that
it will maintain a copy of the Register, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable. (b) A Bond
shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence
of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds Similarly Secured shall be exchangeable
upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond Similarly Secured or Bonds Similarly Secured of the same
maturity and interest rate and in any Authorized Denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee
is hereby authorized to authenticate and deliver Bonds Similarly Secured exchanged for other Bonds Similarly Secured in accordance with this Section. (d) The Trustee is hereby authorized
to authenticate and deliver Bonds Similarly Secured transferred or exchanged in accordance with this Section. A new Bond Similarly Secured or Bonds Similarly Secured will be delivered
by the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, postage prepaid,
to the Owner or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the
City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such transferred
Bond is delivered. (e) Each exchange Bond Similarly Secured delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be
entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which such exchange Bond is delivered.
20 (f) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of any of the Bonds Similarly Secured.
The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with
the registration, transfer, or exchange of a Bond. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond or portion thereof
called for redemption prior to maturity within forty-five (45) days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange
by the Owner of the uncalled principal balance of a Bond. Section 3.9. Cancellation. All Bonds Similarly Secured paid or redeemed before scheduled maturity in accordance with this
Indenture, and all Bonds Similarly Secured in lieu of which exchange Bonds Similarly Secured or replacement Bonds Similarly Secured are authenticated and delivered in accordance with
this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture provision is made for
the cancellation by the Trustee of any Bonds Similarly Secured, the Trustee shall dispose of cancelled Bonds Similarly Secured in accordance with its record retention policies. Section
3.10. Temporary Bonds Similarly Secured. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds Similarly Secured or a particular
series of Bonds Similarly Secured, the proper officers of the City may execute and, upon the City’s request, the Trustee shall authenticate and deliver, one or more temporary Bonds
Similarly Secured that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds Similarly
Secured in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing
such temporary Bonds Similarly Secured may determine, as evidenced by their signing of such temporary Bonds Similarly Secured. (b) Until exchanged for Bonds Similarly Secured in
definitive form, such Bonds Similarly Secured in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable delay, shall prepare,
execute and deliver to the Trustee the Bonds Similarly Secured in definitive form; thereupon, upon the presentation and surrender of the Bond Similarly Secured or Bonds Similarly Secured
in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds Similarly Secured in temporary form and the Trustee shall authenticate and deliver
in exchange therefor a Bond Similarly Secured or Bonds Similarly Secured of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate
principal amount, as the Bond Similarly Secured or Bonds Similarly Secured in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner. 21 Section 3.11. Replacement Bonds Similarly Secured. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Trustee shall authenticate
and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may
require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses
connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Trustee, pursuant to the applicable laws of the State and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount bearing a number
not contemporaneously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his
or her ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar
and the Trustee to save them and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees
of the Trustee and the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements
imposed by the City and the Trustee. (c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued
presents for payment such original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the Person to whom it was delivered or any Person
taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense
incurred by the City, the Paying Agent/Registrar or the Trustee in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual
obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds Similarly Secured in lieu of which
such replacement Bond is delivered. 22 Section 3.12. Book-Entry-Only System. (a) The Bonds Similarly Secured shall initially be issued in book-entry-only form and shall be deposited
with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the blanket issuer letter of representations from the City to DTC. On the Delivery
Date, the definitive Bonds Similarly Secured shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of Cede & Co., as nominee
for DTC. (b) With respect to Bonds Similarly Secured registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility
or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds Similarly Secured. Without limiting the immediately preceding
sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant
with respect to any ownership interest in the Bonds Similarly Secured, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of
any notice with respect to the Bonds Similarly Secured, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as
shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds Similarly Secured. Notwithstanding any other provision of this Indenture
to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered in the Register as the absolute owner
of such Bond for the purpose of payment of principal of, premium, if any, and interest on Bonds Similarly Secured, for the purpose of giving notices of redemption and other matters
with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of, premium, if any, and interest on the Bonds Similarly Secured only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all
such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds
Similarly Secured to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the
City to make payments of amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute
a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed to the registered owner at the close of
business on the Record Date or Special Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 3.13. Successor Securities
Depository: Transfer Outside Book-Entry-Only System. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the blanket
issuer letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and
Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds Similarly Secured
to such successor securities depository; or (ii) notify DTC and 23 DTC Participants of the availability through DTC of certificated Bonds Similarly Secured and cause the Paying Agent/Registrar
to transfer one or more separate registered Bonds Similarly Secured to DTC Participants having Bonds Similarly Secured credited to their DTC accounts. In such event, the Bonds Similarly
Secured shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities
depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds Similarly Secured shall designate, in accordance with the provisions of this Indenture.
Section 3.14. Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds Similarly Secured are registered in the name of
Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds Similarly Secured, and all notices with respect to such Bonds Similarly
Secured shall be made and given, respectively, in the manner provided in the blanket letter of representations from the City to DTC. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption. The Bonds shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Section 4.2. Mandatory Sinking
Fund Redemption. (a) The Bonds maturing on September 15 in each of the years 2026, 2031, 2041 and 2051 (collectively, the “Term Bonds”), are subject to mandatory sinking fund redemption
prior to their respective maturities and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of
the Bond Fund pursuant to Article VI, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule: 24 Term Bonds maturing September 15, 2026
Redemption Date Sinking Fund Installment Amount 2023 $179,000 2024 185,000 2025 191,000 2026* 197,000 Term Bonds maturing September 15, 2031 Redemption Date Sinking Fund Installment
Amount 2027 $204,000 2028 212,000 2029 220,000 2030 228,000 2031* 237,000 Term Bonds maturing September 15, 2041 Redemption Date Sinking Fund Installment Amount 2032 $247,000 2033
257,000 2034 268,000 2035 279,000 2036 290,000 2037 302,000 2038 315,000 2039 328,000 2040 342,000 2041* 356,000 Term Bonds maturing September 15, 2051 Redemption Date Sinking Fund
Installment Amount 2042 $372,000 2043 388,000 2044 405,000 2045 424,000 2046 443,000 2047 463,000 2048 483,000 2049 505,000 2050 528,000 2051* 552,000 * Stated Maturity. (b)
At least thirty (30) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by this Indenture, the Trustee shall select by lot, or
by any other customary method that results in a random selection, a principal amount of Bonds 25 of such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed,
shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such mandatory sinking fund redemption, as provided in Section
4.6. (c) The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced, at
the option of the City, by the principal amount of any Bonds of such maturity which, at least 30 days prior to the sinking fund redemption date shall have been acquired by the City
at a price not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The Sinking
Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced in integral multiples
of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or
extraordinary optional redemption provisions in Sections 4.3 and 4.4, respectively, hereof. Section 4.3. Optional Redemption. The City reserves the right and option to redeem Bonds
before their scheduled maturity date, in whole or in part, on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price.
Section 4.4. Extraordinary Optional Redemption. The City reserves the right and option to redeem Bonds before their respective scheduled maturity dates, in whole or in part, on
the fifteenth day of any month, at the Redemption Price, from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the Redemption Fund
as provided in Section 6.7(c)) or any other transfers to the Redemption Fund under the terms of this Indenture. Section 4.5. Partial Redemption. (a) If less than all of the Bonds
are to be redeemed pursuant to either Sections 4.3 or 4.4, Bonds shall be redeemed in increments of $1,000 by any method selected by the Trustee that results in a random selection,
provided that no redemption shall cause the principal amount of any Bond to be less than the minimum Authorized Denomination for such Bond. Notwithstanding the foregoing, if any Bonds
are to be partially redeemed and such redemption results in the redemption of a portion of a single Bond in an amount less than the Authorized Denomination in effect at that time, a
Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued, and notwithstanding any other provision of this Indenture, such Bond may be assigned
a CUSIP number. Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by the minimum Authorized Denomination
for such Bond. 26 (b) A portion of an Outstanding Bond of any one maturity may be redeemed, but only in a principal amount equal to $1,000 or any integral thereof. If a portion
of an Outstanding Bond of a maturity is selected for redemption pursuant to subsection 4.5(a) hereof, the Trustee shall select the Outstanding Bonds of such maturity to be redeemed
by lot or in any manner deemed fair by the Trustee. The Trustee shall treat each $1,000 portion of such Bond as though it were a single Bond for purposes of selection for redemption.
No redemption shall result in a Bond in a denomination of less than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination
after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. Section 4.6. Notice of Redemption
to Owners. (a) Upon written direction from the City to the Trustee of the exercise of any redemption provision provided hereunder, the Trustee shall give notice of any redemption
of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond or portion thereof
to be redeemed, at the address shown in the Register. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for
payment, and, if less than all the Bonds Outstanding are to be redeemed, and subject to Section 4.5, an identification of the Bonds or portions thereof to be redeemed, any conditions
to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. (c) Any notice given
as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. (d) With respect to any optional redemption of
the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the
City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth
in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice shall be of no
force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed.
(e) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to the
date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full
of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. Upon written direction from the City, the Trustee shall
mail notice of rescission of redemption in the same manner notice of redemption was originally provided. 27 Section 4.7. Payment Upon Redemption. (a) The Trustee shall make provision
for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise received by the Trustee from the City
and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption
at the designated corporate trust office of the Trustee on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond to the date of redemption
from the moneys set aside for such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in Section 4.6 of this Indenture, the Bonds or
portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds to the
date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether
or not such Bonds are presented and surrendered for payment on such date. ARTICLE V FORM OF THE BONDS Section 5.1. Form Generally. (a) The Bonds, including the Registration
Certificate of the Comptroller, the Certificate of the Trustee, and the Assignment to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article with
such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Indenture, and (ii) may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds, as evidenced
by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General may be typewritten and photocopied
or otherwise reproduced. 28 Section 5.2. Form of the Bonds. (a) Form of Bond. REGISTERED NO. ______ United States of America State of Texas CITY OF ANNA, TEXAS SPECIAL
ASSESSMENT REVENUE BOND, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) REGISTERED $__________ INTEREST RATE MATURITY DATE DELIVERY DATE
CUSIP NUMBER ______% September 15, 20__ __________, 2021 __________ The City of Anna, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate,
to or registered assigns, on the Maturity Date, as specified above, the sum of ______________________________ DOLLARS unless this Bond shall have been sooner called for
redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof
from the later of the Delivery Date, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have
been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually
on March 15 and September 15 of each year, commencing March 15, 2022. Capitalized terms appearing herein that are defined terms in the Indenture (defined below) have the meanings
assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange
or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer
Office"), of NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. ______________________________________ 29 Regions Bank, as trustee and paying agent/registrar (the "Trustee"), or, with respect
to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment
Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to
the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall
be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the last Business Day of the month next preceding such Interest Payment
Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date
by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding
the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions
in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding
Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of assessment
revenue bonds of the City having the designation specified in its title (herein referred to as the "Bonds"), dated as of the Delivery Date and issued in the aggregate principal amount
of $9,400,000 and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of August 1, 2021 (the "Indenture"), by and between the City and the Trustee,
to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder
to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which
each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued
for the purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction
of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization
of the District, and (v) paying the costs of issuance of the Bonds. The Bonds are special, limited obligations of the City payable solely from the Trust Estate. Reference is hereby
made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties
and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions
of the Indenture. 30 IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding Bonds payable from and secured by a lien on and pledge of the sources described above on
a parity with this Bond. Notwithstanding any provision hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased
by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered
bonds only in denominations of $100,000 and any multiple of $1,000 in excess thereof ("Authorized Denominations"). Except to the extent permitted by the Indenture, the City prohibits
the breaking up or allocation of CUSIP numbers to any Bond or Bonds in denominations of less than $100,000, and any attempt to do so will be void and of no effect. The Bonds maturing
on September 15 in the years 2026, 2031, 2041 and 2051 (collectively, "Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be
redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the Indenture,
on the dates and in the respective sinking fund installments as set forth in the following schedule: Term Bonds maturing September 15, 2026 Redemption Date Sinking Fund Installment
Amount 2023 $179,000 2024 185,000 2025 191,000 2026* 197,000 Term Bonds maturing September 15, 2031 Redemption Date Sinking Fund Installment Amount 2027 $204,000 2028 212,000 2029
220,000 2030 228,000 2031* 237,000 31 Term Bonds maturing September 15, 2041 Redemption Date Sinking Fund Installment Amount 2032 $247,000 2033 257,000 2034 268,000 2035 279,000
2036 290,000 2037 302,000 2038 315,000 2039 328,000 2040 342,000 2041* 356,000 Term Bonds maturing September 15, 2051 Redemption Date Sinking Fund Installment Amount 2042 $372,000
2043 388,000 2044 405,000 2045 424,000 2046 443,000 2047 463,000 2048 483,000 2049 505,000 2050 528,000 2051* 552,000 * Stated Maturity. At least thirty (30) days prior to each
sinking fund redemption date, and subject to any prior reduction authorized by the Indenture, the Trustee shall select for redemption by lot, or by any other customary method that results
in a random selection, a principal amount of Bonds of such maturity equal to the sinking fund installments of such Bonds to be redeemed, shall call such Bonds for redemption on such
scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section 4.6 of the Indenture. The principal amount of Bonds required to
be redeemed on any sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 30 days prior to the
sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase
thereof, and delivered to the Trustee for cancellation. The Sinking Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption shall be reduced
in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional
redemption or extraordinary optional redemption provisions in the Indenture and not previously credited to a mandatory sinking fund redemption. 32 The City reserves the right and
option to redeem Bonds before their scheduled maturity date, in whole or in part, on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City,
at the Redemption Price. The Bonds are subject to extraordinary optional redemption prior to maturity in whole or in part, on the fifteenth day of any month, at the Redemption Price
from amounts on deposit in the Redemption Fund as a result of Prepayments or any other transfers to the Redemption Fund under the terms of the Indenture. A portion of an Outstanding
Bond of any one maturity may be redeemed, but only in a principal amount equal to $1,000 or any integral thereof. If a portion of an Outstanding Bond of a maturity is selected for
redemption pursuant to the Indenture, the Trustee shall select the Outstanding Bonds of such maturity to be redeemed by lot or in any manner deemed fair by the Trustee. The Trustee
shall treat each $1,000 portion of such Bond as though it were a single Bond for purposes of selection for redemption. No redemption shall result in a Bond in a denomination of less
than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination after giving effect to such partial redemption, a Bond
in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. Upon written direction from the City to the Trustee of the exercise of any redemption
provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than
30 days before the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption
date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the
Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such
Bond shall become due and payable. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. With respect to any optional
redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice
may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites
set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice shall
be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not
been redeemed. The City has the right to rescind any optional redemption or extraordinary optional redemption described in the Indenture by written notice to the Trustee on or prior
to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment
in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the 33 Indenture. Upon written direction from the City, the Trustee
shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected
by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf
of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent or waiver
by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued
upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture, this
Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the
Trustee, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of
such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate principal
amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for redemption
where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the
registered owner of the uncalled principal balance of a Bond. The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the owner hereof
for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record Date,
as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER THE FULL
FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to
be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that
the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation. IN WITNESS WHEREOF, the City Council of the City has caused this
Bond to be executed under the official seal of the City. 34 ____________________________ City Secretary Mayor
[CITY SEAL] (b) Form of Comptroller’s Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond: REGISTRATION
CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ______________ THE STATE OF TEXAS § I HEREBY CERTIFY THAT there
is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this
day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________. _______________________________ Comptroller of Public Accounts of the State of
Texas [SEAL] (c) Form of Certificate of Trustee. CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within
mentioned Indenture. REGIONS BANK, as Trustee DATED: _________________ By: _____________________________ 35 Authorized Signatory (d) Form of Assignment. ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name and address, including zip code, of Transferee.) ____________________________________________
_________________________________ _____________________________________________________________________________ _____________________________________________________________________________
(Social Security or other identifying number: ____________________________) the within Bond and all rights hereunder, and hereby irrevocably constitutes and appoints _______________________________
____________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________
Signature Guaranteed by: ___________________________________ Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner
as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee. (e) The Initial Bond shall be in the form set forth
in paragraphs (a) through (d) of this section, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall
both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity
Date, as specified above, the sum of ______________________________ DOLLARS" shall be deleted and the following will be inserted: "on September 15 in each of the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule: Year Principal Amount Interest Rate" (Information to be inserted from Section 3.2(c));
and 36 (iii) the Initial Bond shall be numbered T-1. Section 5.3. CUSIP Registration. The City may secure identification numbers through CUSIP Global Services, managed by
S&P Global Markets Intelligence on behalf of the American Bankers Association, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and none of the City, the attorneys
approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Except as authorized under Section 4.5 hereof, the
City prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000,
and any attempt to accomplish either of the foregoing shall be void and of no effect. The Trustee may include in any redemption notice a statement to the effect that the CUSIP numbers
on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Bondholders and that neither the City nor the Trustee shall
be liable for any inaccuracies in such numbers. Section 5.4. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond over the certification
of the City Secretary of the City, which may be executed in facsimile. ARTICLE VI FUNDS AND ACCOUNTS Section 6.1. Establishment of Funds and Accounts. (a) Creation of Funds.
The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; (iii) Project Fund; (iv) Reserve Fund; (v) Redemption
Fund; (vi) Rebate Fund; (vii) Administrative Fund; and (viii) Reimbursement Fund. 37 (b) Creation of Accounts. (i) The following Accounts are hereby created and established
under the Bond Fund: (A) Capitalized Interest Account; and (B) Principal and Interest Account. (ii) The following Accounts are hereby created and established under the
Reserve Fund: (A) Reserve Account; and (B) Delinquency and Prepayment Reserve Account. (iii) The following Accounts are hereby created and established under the Project
Fund: (A) Improvement Area #1 Bond Improvement Account; (B) Improvement Area #1 Developer Improvement Account; and (C) Costs of Issuance Account. (iv) The following Accounts are hereby
created and established under the Pledged Revenue Fund: (A) Bond Pledged Revenue Account; and (B) Developer Reimbursement Pledged Revenue Account. (c) Each Fund and each Account
created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall
be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds Similarly Secured. The Improvement Area #1 Developer Improvement Account
shall constitute a trust fund which shall be held in trust by the Trustee solely for the benefit of the City. The Improvement Area #1 Developer Improvement Account and the Developer
Reimbursement Pledged Revenue Account shall not be part of the Trust Estate and shall not be security for the Bonds Similarly Secured. Amounts in the Improvement Area #1 Developer
Improvement Account and the Developer Reimbursement Pledged Revenue Account shall not be used to pay the principal of or interest on the Bonds Similarly Secured. Amounts on deposit
in the Funds and Accounts shall be used solely for the purposes set forth herein. 38 (d) Interest earnings and profit on each respective Fund and Account established by this Indenture
shall be applied or withdrawn for the purposes of such Fund or Account as specified below. Section 6.2. Initial Deposits to Funds and Accounts. (a) The proceeds from the sale of
the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows: (i) to the Capitalized Interest Account of the Bond Fund: $ 409,546.76; (ii) to the
Reserve Account of the Reserve Fund: $575,460.00, which is equal to the initial Reserve Account Requirement; (iii) to the Costs of Issuance Account of the Project Fund: $569,882.95;
(iv) to the Improvement Area #1 Bond Improvement Account of the Project Fund: $7,507,640.05; and (v) to the Administrative Fund: $35,000.00. (b) Funds received from the Developer
on the Delivery Date in the amount of $4,157,015.95 shall be deposited to the Improvement Area #1 Developer Improvement Account. Section 6.3. Pledged Revenue Fund. (a) Periodically
upon receipt thereof, the City shall transfer to the Trustee for deposit to the Pledged Revenue Fund the Assessments and Annual Installments, other than the portion of the Assessments
and Annual Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, which shall be deposited to the Administrative Fund in accordance with Section
6.9 hereof. Following such deposit to the Pledged Revenue Fund, the City shall transfer or cause to be transferred the following amounts from the Pledged Revenue Fund to the following
Accounts: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund, an amount sufficient to pay debt service on the Bonds Similarly Secured next coming due, (ii) second,
if necessary, to the Reserve Account of the Reserve Fund, an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement, and (iii) third, to the Developer
Reimbursement Pledged Revenue Account of the Pledged Revenue Fund to pay the Developer for costs of Improvement Area #1 Projects that have been paid from the Developer Improvement Account
of the Project Fund (pursuant to the terms of the Improvement Area #1 Reimbursement Agreement). Notwithstanding the foregoing, the Additional Interest shall only be utilized for the
purposes set forth in Section 6.7 hereof and, immediately following the initial deposit to the Pledged Revenue Fund, prior to any other transfers or deposits being made under this Section
6.3(a), if the Delinquency and Prepayment Reserve Account of the Reserve Fund does not contain the Delinquency and Prepayment Reserve Requirement and Additional Interest is collected,
then all such Additional Interest will be transferred into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement is met. In addition,
in the event the City owes Rebatable Arbitrage to the United States Government pursuant to Section 6.8 hereof, the City shall provide written direction to the 39 Trustee to transfer
to the Rebate Fund, prior to any other transfer under this Section 6.3(a), the full amount of Rebatable Arbitrage owed by the City, as further described in Section 6.11(f) hereof.
If any funds remain on deposit in the Pledged Revenue Fund after the foregoing deposits are made, the City shall have the option, in its sole and absolute discretion, to use such excess
funds for any one or more of the following purposes: (i) pay other costs of the Improvement Area #1 Projects, (ii) pay other costs permitted by the PID Act, including the funding of
any obligations due to the Developer with funds deposited to the Developer Reimbursement Pledged Revenue Account, or (iii) deposit such excess into the Redemption Fund to redeem Bonds
Similarly Secured as provided in Article IV. Along with each transfer to the Trustee, the City shall provide a certificate as to the funds, accounts and payments into which the amounts
are to be deposited or paid. Moneys transferred to the Developer Reimbursement Pledged Revenue Account shall not be a part of the Trust Estate and are not security for the Bonds Similarly
Secured. (b) From time to time as needed to pay the obligations relating to the Bonds Similarly Secured, but no later than five (5) Business Days before each Interest Payment Date,
the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit
in such Principal and Interest Account and any expected transfers from the Capitalized Interest Account to the Principal and Interest Account, such that the amount on deposit in the
Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds Similarly Secured on the next Interest Payment Date. (c)
If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph (b) above,
the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments)
on the Bonds Similarly Secured. (d) The Trustee shall transfer Prepayments to the Redemption Fund to be used to redeem Bonds Similarly Secured pursuant to Section 4.4 promptly after
deposit of such amounts into the Pledged Revenue Fund. (e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall transfer such Foreclosure
Proceeds first to the Reserve Fund to restore any transfers from the Accounts within the Reserve Fund made with respect to the particular Assessed Property to which the Foreclosure
Proceeds relate (first, to replenish the Reserve Account Requirement and second, to replenish the Delinquency & Prepayment Reserve Requirement), and second, to the Redemption Fund to
be used to redeem Bonds Similarly Secured pursuant to Section 4.4. (f) Subject to the provisions of the Reimbursement Agreement, from time to time as needed to pay the obligations
relating to Actual Costs of the Improvement Area #1 Projects that are paid with funds withdrawn from the Developer Improvement Account of the Project Fund, the Trustee shall withdraw
from the Developer Reimbursement Pledged Revenue Account and transfer to the Reimbursement Fund such amount needed to pay the Developer for funds withdrawn from the Developer Improvement
Account of the Project Fund and used to fund the Developer Reimbursement Amount of the Improvement Area #1 Projects. When all amounts due 40 to the Developer to pay it for the funds
withdrawn from the Developer Improvement Account of the Project Fund have been paid to the Developer, whether through Assessments received and applied in accordance with this Indenture
and the Service and Assessment Plan or an Annual Service Plan Update, or through the proceeds of Additional Bonds, no further deposits shall be made to the Developer Reimbursement Pledged
Revenue Account and the Developer Reimbursement Pledged Revenue Account shall be closed. (g) After satisfaction of the deposits required by Section 6.3(a), the Trustee shall transfer
any Pledged Revenues remaining in the Pledged Revenue Fund for the purposes set forth in Section 6.3(a) hereof as directed by the City in a City Order. Section 6.4. Bond Fund.
(a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking
Fund Installments) and interest then due and payable on the Bonds Similarly Secured, less any amount to be used to pay interest on the Bonds Similarly Secured on such Interest Payment
Date from the Capitalized Interest Account as provided below. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above,
the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency pursuant to Section 6.7(f). Amounts so withdrawn from the Reserve Fund shall be deposited
in the Principal and Interest Account and transferred to the Paying Agent/Registrar. (c) Moneys in the Capitalized Interest Account shall be used for the payment of all interest
due on the Bonds on March 15, 2022 and September 15, 2022. Not later than five Business Days prior to the Interest Payment Date specified above, the Trustee shall withdraw from the
Capitalized Interest Account and transfer to the Principal and Interest Account of the Bond Fund all interest due on the Bonds on such Interest Payment Dates. Any amounts on deposit
to the Capitalized Interest Account after the foregoing payments shall be transferred to the Improvement Area #1 Bond Improvement Account of the Project Fund, or if the Improvement
Area #1 Bond Improvement Account of the Project Fund has been closed as provided in Section 6.5(d) or (f), such amounts shall be transferred to the Redemption Fund to be used to redeem
Bonds pursuant to Section 4.4 and the Capitalized Interest Account shall be closed. (d) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section
6.7, there are insufficient funds to make the payments provided in paragraph (a) above, the Trustee shall apply the available funds in the Principal and Interest Account first to the
payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds Similarly Secured. Section 6.5. Project Fund. (a) Money on deposit
in the Project Fund shall be used for the purposes specified in Section 3.1. 41 (b) (1) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the
Trustee to pay costs of issuance of the Bonds Similarly Secured pursuant to one or more City Orders. (2) Disbursements from the Improvement Area #1 Bond Improvement Account and
Improvement Area #1 Developer Improvement Account of the Project Fund to pay Improvement Area #1 Project Costs shall be made by the Trustee upon receipt by the Trustee of a properly
executed and completed Certification for Payment. The funds from the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer Improvement Account of the Project
Fund shall be disbursed in accordance with a Certification for Payment. Each such Certification for Payment shall include a list of the payees and the payments to be made to such payees
as well as a statement that all payments shall be made by check or wire transfer in accordance with the payment instructions set forth in such Certification for Payment or in the invoices
submitted therewith and the Trustee may rely on such payment instructions with no duty to investigate or inquire as to the authenticity of or authorization for the invoice or the payment
instructions contained therein. (3) Payment of the Developer Reimbursement Amount from funds on deposit in the Improvement Area #1 Bond Improvement Account may be made only after
a Release Condition (defined below) has been satisfied in accordance with Section 6.5(g) of this Indenture. Disbursements from the Improvement Area #1 Bond Improvement Account of the
Project Fund to pay the Developer Reimbursement Amount shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certification for Payment. The funds
from the Improvement Area #1 Bond Improvement Account of the Project Fund to pay the Developer Reimbursement Amount shall be disbursed in accordance with a Certification for Payment.
The Certification for Payment shall include a list of the payees and the payments to be made to such payees as well as a statement that all payments shall be made by check or wire
transfer in accordance with the payment instructions set forth in such Certification for Payment and the Trustee may rely on such payment instructions with no duty to investigate or
inquire as to the authenticity of or authorization for the invoice or the payment instructions contained therein. (c) Except as provided in Section 6.5(d), (f) and (j), money on deposit
in the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer Improvement Account of the Project Fund shall be used solely to pay Improvement Area #1 Project
Costs and the Developer Reimbursement Amount. Until such time as the Authorized Amount (defined below) has been disbursed from the Improvement Area #1 Bond Improvement Account, the
Trustee shall pay Improvement Area #1 Project Costs from funds in the Improvement Area #1 Bond Improvement Account. After the Authorized Amount has been disbursed from the Improvement
Area #1 Bond Improvement Account and prior to the satisfaction of a Release Condition in accordance with Section 6.5(g) of this Indenture, the Trustee shall pay Improvement Area #1
Project Costs only from funds on deposit in the Improvement Area #1 Developer Improvement Account. After the Authorized Amount has been disbursed from the Improvement Area #1 Bond
Improvement Account and a Release Condition has been satisfied in accordance with Section 6.5(g) of this Indenture, the Trustee shall pay the Developer Reimbursement Amount from funds
in the Improvement Area #1 Bond Improvement Account upon receipt by the Trustee of a properly executed and completed Certification for Payment. 42 (d) If the City Representative
determines in his or her sole discretion that certain amounts then on deposit in the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Developer Improvement Account
are not expected to be expended for purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Improvement Area #1 Projects such that, in
the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Developer Improvement Account
will ever be expended for the purposes of the Project Fund, the City Representative shall file a City Order with the Trustee which identifies the amounts then on deposit in the Improvement
Area #1 Bond Improvement Account and the Improvement Area #1 Developer Improvement Account that are not expected to be used for purposes of the Project Fund. If such City Order is
so filed, the identified amounts on deposit in the Improvement Area #1 Bond Improvement Account shall be transferred to the Bond Fund or to the Redemption Fund to be used to redeem
Bonds Similarly Secured pursuant to Section 4.4 as directed by the City Representative in a City Order filed with the Trustee, and the identified amounts on deposit in the Improvement
Area #1 Developer Improvement Account shall be transferred and released to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(h). Upon
such transfer, the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer Improvement Account of the Project Fund shall be closed. (e) In making any determination
pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant. (f) Upon the filing of a City Order stating that
(i) all Improvement Area #1 Projects have been completed and that all Improvement Area #1 Project Costs have been paid, or that any Improvement Area #1 Project Costs are not required
to be paid from the Project Fund pursuant to a Certification for Payment and (ii) the required Developer Reimbursement Amount has been paid, the Trustee shall transfer the amount, if
any, remaining within the Improvement Area #1 Bond Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund to be used to redeem Bonds Similarly Secured pursuant
to Section 4.4 as directed by the City Representative in a City Order filed with the Trustee, and the amounts on deposit in the Improvement Area #1 Developer Improvement Account shall
be transferred and released to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(h). Upon such transfer, the Improvement Area #1 Bond
Improvement Account and Improvement Area #1 Developer Improvement Account of the Project Fund shall be closed. (g) (1) The aggregate amount of funds that the Trustee may disburse
from the Improvement Area #1 Bond Improvement Account shall not exceed $6,516,433.38 (the "Authorized Amount") except and until a Release Condition has been satisfied. The Trustee
may make disbursements from the Improvement Area #1 Bond Improvement Account that exceed the Authorized Amount only when the Developer provides written certification to the Trustee
and the City in a Certification for Payment that a Release Condition has been satisfied. The first Certification for Payment that requests funds in excess of the Authorized Amount
from the Improvement Area #1 Bond Improvement Account after satisfaction of a Release Condition shall be submitted to the City, the City’s financial advisor, Bond Counsel and the Administrator
for review and confirmation, and upon confirmation that such Release Condition has been satisfied, such Certification for Payment shall be forwarded to the Trustee by the Administrator.
43 (2) Money may be disbursed from the Improvement Area #1 Bond Improvement Account in excess of the Authorized Amount only if either (i) the ratio of the estimated assessed value
of the property within Improvement Area #1 to $9,400,000 equals at least 3.00 to 1.00, or (ii) the City has issued a certificate of occupancy for at least 23 homes within the Improvement
Area #1 (each a "Release Condition"). The City may not approve a Certification for Payment for payment from the Improvement Area #1 Bond Improvement Account for any amounts that exceed
the Authorized Amount. The City may not approve a Certification for Payment for payment of the Developer Reimbursement Amount from the Improvement Area #1 Bond Improvement Account until
a Release Condition has been met. In determining the estimated assessed valuation of the property within Improvement Area #1 for purposes of the abovedescribed Release Condition, the
Developer may use: (i) the sale price (as evidenced by executed real estate contracts provided to the City) of property within the Improvement Area #1 that has been sold and for which
development on that property has begun; (ii) the sale price (as evidenced by executed real estate contracts provided to the City) of property within Improvement Area #1 which has been
sold but for which development has not begun; (iii) the Collin Central Appraisal District's assessed value of property within Improvement Area #1 established by the most recent certified
or certified estimate report or statement sent by the Collin Central Appraisal District Chief Appraiser; or (iv) any combination of (i) through (iii) without duplication. (h) Any amounts
in the Improvement Area #1 Developer Improvement Account to be transferred and released pursuant to Section 6.5(d), (f) or (j) shall be irrevocably and unconditionally transferred and
released to the Developer, or to the Developer's successors and assigns or designees as identified in a written notice from the Developer to the Trustee and the City. The City and
the Trustee shall solely and conclusively rely as to payment of amounts released from the Improvement Area #1 Developer Improvement Account on any such written notice from the Developer
as to their successors and assigns or designees. The City shall provide written notice of the release to the Trustee and Developer, or to the Developer's successors and assigns or
designees, and the amount payable to the Developer, or its successors and assigns or designees. (i) Upon a determination by the City Representative that all costs of issuance of the
Bonds Similarly Secured have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred to the Improvement Area #1 Bond Improvement Account of the Project
Fund and used to pay Improvement Area #1 Project Costs or to the Principal and Interest Account and used to pay interest on the Bonds Similarly Secured, as directed in a City Order
filed with the Trustee, and the Costs of Issuance Account shall be closed. (j) In the event the Developer has not completed the Improvement Area #1 Projects by July 15, 2026, then
the City may provide written direction to the Trustee to (i) transfer all funds on deposit in the Improvement Area #1 Bond Improvement Account to the Redemption Fund to redeem Bonds
pursuant to Section 4.4 hereof, and (ii) transfer and release amounts on deposit in the Improvement Area #1 Developer Improvement Account to the Developer, or to the Developer's successors
and assigns or designees pursuant to Section 6.5(h). Upon such transfers, the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer Improvement Account of
the Project Fund shall be closed. (k) In providing any disbursement under this Section, the Trustee may conclusively rely as to the completeness and accuracy of all statements in
such Certification for Payment, if 44 such certificate is signed by a City Representative, and the Trustee shall not be required to make any independent investigation in connection
therewith. The execution of any Certification for Payment, by a City Representative shall constitute, unto the Trustee, an irrevocable determination that all conditions precedent to
the payments requested have been completed. Section 6.6. Redemption Fund. The Trustee shall cause to be deposited to the Redemption Fund from the Pledged Revenue Fund an amount
sufficient to redeem Bonds Similarly Secured as provided in Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4. Amounts on deposit in the
Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds Similarly Secured as provided in Article IV. Section 6.7. Reserve Fund. (a) The City agrees with the Owners
of the Bonds Similarly Secured to accumulate and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve Account Requirement. All amounts deposited
in the Reserve Account shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in this Indenture.
The Trustee will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account on March 15 of each year, commencing March
15, 2022, an amount the City confirms to the Trustee is equal to the Additional Interest until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency
and Prepayment Reserve Account; provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve
Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement
has accumulated in the Delinquency and Prepayment Reserve Account. In calculating the amounts to be transferred pursuant to this Section, the Trustee may conclusively rely on the Annual
Installments as shown on the Assessment Roll in the Service and Assessment Plan unless and until it receives a City Order directing that a different amount be used. Whenever a transfer
is made from the Reserve Account to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn
and the source of said funds. The Additional Interest shall continue to be collected and deposited pursuant to this Section 6.7 until the Bonds Similarly Secured are no longer Outstanding.
(b) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying
the amount withdrawn and the source of said funds. (c) In the event of an extraordinary optional redemption of Bonds Similarly Secured from the proceeds of a Prepayment pursuant
to Section 4.4, the Trustee, pursuant to prior written directions from the City, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified
in such directions, which shall be an amount equal to the principal amount of Bonds Similarly Secured to be redeemed multiplied by the lesser of: (i) the amount required to be in the
Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds Similarly Secured prior to the redemption, and (ii) the amount 45 actually in the Reserve Account
of the Reserve Fund divided by the principal amount of Outstanding Bonds Similarly Secured prior to the redemption. If after such transfer, and after applying investment earnings on
the Prepayment toward payment of accrued interest, there are insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds Similarly Secured to the date
fixed for redemption of the Bonds Similarly Secured to be redeemed as a result of such Prepayment, the Trustee shall transfer an amount equal to the shortfall from the Delinquency and
Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds Similarly Secured. (d) Whenever, on any Interest Payment Date, or on any other date
at the request of a City Representative, the value of cash and Value of Investment Securities on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Trustee
shall provide written notice to the City Representative of the amount of the excess. Such excess shall be transferred to the Principal and Interest Account to be used for the payment
of interest on the Bonds Similarly Secured on the next Interest Payment Date in accordance with Section 6.4, unless within thirty days of such notice to the City Representative, the
Trustee receives a City Order instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to the Administrative Fund in an amount not more than
the Annual Collection Costs for the Bonds Similarly Secured, (iii) to the Improvement Area #1 Bond Improvement Account of the Project Fund to pay Improvement Area #1 Project Costs if
such application and the expenditure of funds is expected to occur within three years of the date hereof, or (iv) to the Redemption Fund to be applied to the redemption of Bonds Similarly
Secured. (e) Whenever, on any Interest Payment Date, or on any other date at the written request of the City Representative, the amounts on deposit in the Delinquency and Prepayment
Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess, and such excess shall be
transferred, at the direction of the City pursuant to a City Order, to the Administrative Fund for the payment of Annual Collection Costs or to the Redemption Fund to be used to redeem
Bonds Similarly Secured pursuant to Section 4.4. In the event that the Trustee does not receive a City Order directing the transfer of such excess to the Administrative Fund within
45 days of providing notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds Similarly Secured pursuant to Section 4.4 hereof
and provide the City with written notification of the transfer. The Trustee shall incur no liability for the accuracy or validity of the transfer so long as the Trustee made such transfer
in full compliance with this Section. (f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds Similarly
Secured due on such date, the Trustee shall transfer first from the Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve
Fund to the Bond Fund the amounts necessary to cure such deficiency. (g) At the final maturity of all Bonds Similarly Secured, the amount on deposit in the Reserve Account and the
Delinquency and Prepayment Reserve Account shall be transferred to the Principal and Interest Account and applied to the payment of the principal of the Bonds Similarly Secured. 46
(h) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged
Revenue Fund to the Reserve Account the amount of such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest, or Sinking
Fund Installments. (i) If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the
principal amount and of all Outstanding Bonds Similarly Secured on the next date the Bonds Similarly Secured may be optionally redeemed by the City at a redemption price of par, together
with the unpaid interest accrued on such Bonds Similarly Secured as of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Bonds Similarly
Secured on such date. Section 6.8. Rebate Fund: Rebatable Arbitrage. (a) The Rebate Fund is to be held by the Trustee in accordance with the terms and provisions of this Indenture.
Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due the United States Government in accordance with the Code. The Rebate Fund shall not
be part of the Trust Estate and shall not be security for the Bonds Similarly Secured. (b) In order to assure that Rebatable Arbitrage is paid to the United States rather than to
a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and the City’s federal tax certificate for the Bonds, as further set forth
in written directions from the City to the Trustee. The Trustee may conclusively rely on such written instructions as set forth in this Section and shall not be responsible for any
loss or liability resulting from the investment of funds under this Section, but only so long as the Trustee follows such written instructions in all respects. (c) The Trustee conclusively
shall be deemed to have complied with the provisions of this Section and shall not be liable or responsible if it follows the written instructions of the City and shall not be required
to take any action under this Section in the absence of instructions from the City. (d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund exceeds
the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City Order, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund. Section
6.9. Administrative Fund. (a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to the Administrative Fund the portion of the Assessments and Annual
Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan. (b) Moneys in the Administrative
Fund shall be held by the Trustee separate and apart from the other Funds created and administered hereunder and used as directed by a City Order solely for the purposes set forth in
the Service and Assessment Plan, including payment of 47 Annual Collection Costs and Delinquent Collection Costs. The Administrative Fund shall not be part of the Trust Estate and
shall not be security for the Bonds Similarly Secured. Section 6.10. Reimbursement Fund. Money on deposit in the Reimbursement Fund shall be used to pay the Developer for funds withdrawn
from the Developer Improvement Account of the Project Fund and used to pay the Reimbursement Amount for the Improvement Area #1 Projects as provided in the Improvement Area #1 Reimbursement
Agreement. When all amounts due to the Developer to pay it for the funds withdrawn from the Developer Improvement Account of the Project Fund have been paid to the Developer, whether
through Assessments received and applied in accordance with this Indenture and the Service and Assessment Plan or an Annual Service Plan Update, or through the proceeds of Additional
Bonds, no further deposits shall be made to the Reimbursement Fund and the Reimbursement Fund shall be closed. Section 6.11. Investment of Funds. (a) Money in any Fund or Account,
other than the Reserve Fund, shall be invested by the Trustee in Investment Securities as directed by the City pursuant to a City Order filed with the Trustee; provided that all such
deposits and investments shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times. Money in the Reserve
Fund shall be invested in such Investment Securities as directed by the City pursuant to a City Order filed with the Trustee, provided that the final maturity of any individual Investment
Security shall not exceed 270 days and the average weighted maturity of any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such City Order shall
be a certification, upon which the Trustee may conclusively rely without investigation or inquiry, that the investment directed therein constitutes an Investment Security and that such
investments meet the maturity and average weighted maturity requirements set forth in the preceding sentence. Such investments shall be valued each year in terms of the Value of Investment
Securities as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in the Funds and Accounts may be invested in common investments
of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling
of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the
share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold
to prevent any default under this Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written or timely instructions with respect to investments
of funds, the Trustee is hereby directed to invest and re-invest cash balances in Morgan Stanley, Fidelity or Federated family of funds, but only so long as such funds are authorized
investments and permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended, or any successor law, and only so long as such investments constitute
Investment Securities and the money required to be expended from any Fund will be available at the proper time or times. (b) Obligations purchased as an investment of moneys in any
Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this 48 Indenture for transfer of interest earnings and profits resulting
from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished
by transferring a like amount of Investment Securities as directed by the City in writing. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or
agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee
shall not be required to determine the legality of any investments. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of
making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or
held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited
and otherwise as provided in this Indenture. (e) The Trustee will furnish to the City, upon the City’s written request, periodic cash transaction statements which include detail
for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City’s election, such statements will be delivered via the Trustee’s online service
and upon electing such service, paper statements will be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected
by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available
upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. (f) In the event it is found, after an annual calculation has been
done pursuant to Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the City shall direct the Trustee, pursuant to a City Order, to transfer
to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed by the City. The City Order shall specify the
amount to the transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be transferred. Section 6.12. Security of Funds. All Funds heretofore created
or reaffirmed, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds
shall be used only for the purposes and in the manner permitted or required by this Indenture. 49 ARTICLE VII COVENANTS Section 7.1. Confirmation of Assessments. The City hereby
confirms, covenants, and agrees that, in the Assessment Ordinance, it has levied the Assessments against the Assessed Property from which the Assessment Revenues will be collected and
received. Section 7.2. Collection and Enforcement of Assessments. (a) For so long as any Bonds Similarly Secured are Outstanding, the City covenants, agrees and warrants that
it will take and pursue all reasonable actions permissib1e under Applicable Laws to cause the Assessments to be collected and the liens thereof enforced continuously, in the manner
and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement or exemption in the Assessments. (b) To the extent permitted by law, notice of the Annual
Installments shall be sent by, or on behalf of, the City to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Annual
Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided
for ad valorem taxes of the City. (c) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Annual Installment is delinquent
and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual
Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Annual Installment.
Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessments or the corresponding
particular Assessed Property. (d) The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs or Annual Collection Costs in connection
with its covenants and agreements under this Section or otherwise other than funds on deposit in the Administrative Fund. Section 7.3. Against Encumbrances. (a) Other than Refunding
Bonds issued to refund all or a portion of the Bonds Similarly Secured, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien,
encumbrance or charge upon the Pledged Revenues or upon any other property pledged under this Indenture, except the pledge created for the security of the Bonds Similarly Secured, and
other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds Similarly Secured. 50 (b) So long as Bonds Similarly Secured are Outstanding
hereunder, the City shall not issue any bonds, notes or other evidences of indebtedness, other than the Bonds Similarly Secured and any Refunding Bonds issued to refund all or a portion
of the Bonds Similarly Secured, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, other than a lien or pledge
subordinate to the lien and pledge of such property related to the Bonds Similarly Secured. Section 7.4. Records, Accounts, Accounting Reports. The City hereby covenants and agrees
that so long as any Bonds Similarly Secured are Outstanding, it will keep and maintain a proper and complete system of records and accounts pertaining to the Assessments. The Trustee
and holder or holders of any Bonds Similarly Secured or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect all such records,
accounts, and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized
representative, as applicable, an opportunity to inspect such books and records relating to the Bonds Similarly Secured during the City’s regular business hours and on a mutually agreeable
date not later than twenty days after the City receives such request. Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. (a) The City covenants to take any action
necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as an obligation described in section 103 of the Code, the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure
that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6)
of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private
business use, do not, under the terms of this Article or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof
exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used
for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure
that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly
used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; 51 (4) to refrain from taking any action that would
otherwise result in the Bonds being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in
the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly,
to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher
yield over the term of the Bonds, other than investment property acquired with – (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the
case of refunding bonds, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds or refunding bonds are issued, (B) amounts invested in a
bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of
the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds
of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section
149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the Delivery Date) an amount
that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after
the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) In order to facilitate compliance
with the above covenant (a)(9), the Rebate Fund is established by the City pursuant to Section 6.1 for the sole benefit of the United States of America, and such Rebate Fund shall not
be subject to the claim of any other person, including without limitation the registered Owner. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code. 52 (c) The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto (the "Treasury Regulations"). In the
event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any
covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to
the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the Director of Finance to execute
any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, that may be permitted by the Code as are consistent with the purpose for
the issuance of the Bonds. (d) The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for Improvement Area #1 Project Costs on its books
and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must
be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Improvement Area #1 Projects are completed; but in no event later
than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code,
the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the Delivery Date, or (2) the date the Bonds are retired.
The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely
affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) The City covenants that the projects funded with the proceeds of the Bonds
will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized
bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising
personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City shall
not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from
gross income of the interest. 53 ARTICLE VIII LIABILITY OF CITY Section 8.1. Liability of City. (a) Neither the full faith and credit nor the general taxing power of the City
is pledged to the payment of the Bonds Similarly Secured, and, except for the Trust Estate, no City taxes, fee or revenues from any source are pledged to the payment of, or available
to pay any portion of, the Bonds Similarly Secured or any other obligations relating to the District. The City shall never be liable for any obligations relating to the Bonds Similarly
Secured or other obligations relating to the District, other than as specifically provided for in this Indenture. (b) The City shall not incur any responsibility in respect of the
Bonds Similarly Secured or this Indenture other than in connection with the duties or obligations explicitly herein or in the obligations assigned to or imposed upon it. The City shall
not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be bound to ascertain or inquire
as to the performance or observance of any of the terms, conditions covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with
the Bonds Similarly Secured, or as to the existence of a default or event of default thereunder. (c) In the absence of bad faith, the City may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Indenture. The City
shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (d) No provision of this Indenture,
the Bonds Similarly Secured, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale,
delivery, or administration of the Bonds Similarly Secured (collectively, the "Bond Documents"), shall require the City to expend or risk its own general funds or other funds or otherwise
incur any financial liability (other than with respect to the Trust Estate and the Annual Collection Costs) in the performance of any of its obligations hereunder, or in the exercise
of any of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to
it. (e) Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the
City’s failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission
from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond
Documents and the PID Act. Any such claim shall be payable only from the Trust Estate or the amounts collected to pay Annual Collection Costs on deposit in the Administrative Fund.
Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against
the City or any 54 of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds Similarly
Secured by mandamus or other proceeding at law or in equity. (f) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request,
consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties.
The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken
or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture the City shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may,
in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant,
an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any
action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or
may require such additional evidence as to it may deem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it
deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled
to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities. ARTICLE IX THE TRUSTEE Section 9.1.
Acceptance of Trust; Trustee as Registrar and Paying Agent. (a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the
terms and conditions and subject to the provisions of this Indenture to all of which the parties hereto and the respective Owners of the Bonds Similarly Secured agree. (b) The Trustee
is hereby designated and agrees to act as Paying Agent/Registrar for and with respect to the Bonds Similarly Secured. Section 9.2. Trustee Entitled to Indemnity. The Trustee shall
be under no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made
defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified, to the extent
permitted by law, to its satisfaction against any and all costs and expenses, outlays, and 55 counsel fees and other reasonable disbursements, and against all liability except as a
consequence of its own negligence or willful misconduct; provided, however, that in no event shall the Trustee request or require indemnification as a condition to making any deposits,
payments or transfers (provided such payment or transfer is prior to an Event of Default) when required hereunder, or to deliver any notice when required hereunder. To the extent permitted
by law and during the occurrence of an Event of Default, the Trustee shall be entitled to indemnification as a condition to making any deposits, payments or transfers when required
hereunder, or to delivering any notice when required hereunder. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or exercise any such rights and powers as Trustee,
and in such case the Trustee may make transfers from the Pledged Revenue Fund and Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other reasonable disbursements
properly incurred in connection therewith and shall, to the extent permitted by law, be entitled to a preference therefor over any Bonds Similarly Secured Outstanding hereunder. Section
9.3. Responsibilities of the Trustee. (a) The recitals contained in this Indenture and in the Bonds Similarly Secured shall be taken as the statements of the City and the Trustee
assumes no responsibility for and undertakes no duty to verify the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or the Bonds Similarly Secured or with respect to the security afforded by this Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly
provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of Bonds Similarly Secured for value; (ii) the application of the proceeds
thereof, except to the extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance with this
Indenture, except as to the application of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v) any loss suffered in connection
with any investment of funds in accordance with this Indenture; or (vi) to undertake any other action unless specifically authorized or required pursuant to a written direction by the
City or pursuant to this Indenture. (b) The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the Trustee shall not be liable
except for the performance of such duties and obligations as are specifically set forth in this Indenture, except for the Trustee’s own negligence or willful misconduct. The Trustee
will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties as are specifically set forth herein. The Trustee will, during
the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his/her own affairs. (c) The Trustee shall not be liable for any action taken or omitted by it in the performance of its
duties under this Indenture, except for its own negligence or willful misconduct. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages
in connection with or arising from this Indenture for the existence, furnishing or use of the Improvement Area #1 Projects. The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in principal amount of the Bonds Similarly 56 Secured then
Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture. (d) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agent’s attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of any agent or, attorney appointed with due care and in good faith by it hereunder. Section 9.4. Property
Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the
terms and conditions of this Indenture. Section 9.5. Trustee Protected in Relying on Certain Documents. (a) The Trustee may conclusively rely upon any order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably
believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or
upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant that the Trustee shall in good faith reasonably believe to be
qualified in relation to the subject matter or is selected by the City in accordance with this Indenture, and the Trustee shall be under no duty to make any investigation or inquiry
into, and shall not be deemed to have knowledge of, any statements contained or matters referred to in any such instrument. The Trustee may consult with counsel selected by the Trustee
with due care that is nationally recognized in the field of municipal bond law, who may or may not be Bond Counsel, and any advice from such counsel with respect to compliance with
the provisions of this Indenture shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder, reasonably
and in good faith, in accordance with such advice. (b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Order, unless other evidence in respect thereof be hereby specifically
prescribed. Such City Order shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept other evidence
of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other
direction required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the City by the
City Representative. 57 (c) The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any Person of notice
of the provisions hereof except as expressly required in Section 9.13. Section 9.6. Compensation. Unless otherwise provided by contract with the Trustee, the Trustee, at the written
direction of the City, shall transfer from the Administrative Fund, the previously determined and agreed upon, reasonable compensation for all services rendered by it hereunder, including
its services as Paying Agent/Registrar and extraordinary services rendered, together with all its reasonable expenses, charges, and other disbursements and those of its counsel, agents
and employees, incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers and the performance of its duties hereunder, all pursuant
to a City Order and subject to any limit on the amount of such compensation or recovery of expenses or other charges as shall be prescribed by such City Order, and the Trustee shall
have a lien therefor on any and all funds at any time held by it hereunder prior to any Bonds Similarly Secured Outstanding. None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers,
if the Trustee has reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City shall fail to make any payment required
by this Section, the Trustee shall make such payment from lawfully available funds (other than funds designated by the City for arbitrage rebate purposes) in its possession under the
provisions of this Indenture and shall be entitled to a preference therefor over any Bonds Similarly Secured Outstanding hereunder. Section 9.7. Permitted Acts. The Trustee and
its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds Similarly Secured and may join in any action that any
Owner of Bonds Similarly Secured may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers
or directors to act as a member of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds Similarly Secured or to effect
or aid in any reorganization growing out of the enforcement of the Bonds Similarly Secured or this Indenture, whether or not such committee shall represent the holders of a majority
of the Bonds Similarly Secured. Section 9.8. Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and obligations hereunder by giving not
fewer than 60 days’ written notice, specifying the date when such resignation shall take effect, to the City and each Owner of any Outstanding Bond. Such resignation shall take effect
upon the appointment of a successor as provided in Section 9.10 and the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after 60 days following
receipt of the notice, the City has not appointed a successor Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no expense to the
City, and such resignation shall take effect upon the court’s appointment of a successor Trustee. 58 Section 9.9. Removal of Trustee. The Trustee may be removed at any time by
(i) the Owners of at least a majority in aggregate Outstanding principal amount of the Bonds Similarly Secured by an instrument or concurrent instruments in writing signed and acknowledged
by such Owners or by their attorneys-in-fact, duly authorized and delivered to the City, or (ii) so long as the City is not in default under this Indenture, the City. Copies of each
such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding
in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent
jurisdiction upon the application of the City or the Owners of not less than 10% in aggregate Outstanding principal amount of the Bonds Similarly Secured. Section 9.10. Successor
Trustee. (a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator
of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the position of the Trustee
hereunder shall thereupon become vacant. (b) If the position of Trustee shall become vacant for any of the foregoing reasons or for any other reason, a successor Trustee may be appointed
within one year after any such vacancy shall have occurred by the Owners of at least 50% of the aggregate Outstanding principal amount of the Bonds Similarly Secured by an instrument
or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such successor Trustee, with notification thereof
being given to the predecessor Trustee and the City. (c) Until such successor Trustee shall have been appointed by the Owners of the Bonds Similarly Secured, the City shall forthwith
(and in no event in excess of 30 days after such vacancy occurs) appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment shall be
delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds Similarly Secured within 30 days after such
appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently made by the Owners.
(c) If in a proper case no appointment of a successor Trustee shall be made within 45 days after the giving by any Trustee of any notice of resignation in accordance with Section
9.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds Similarly Secured may apply to any court of competent jurisdiction
for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible
for the costs of such appointment process. (e) Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking
association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial 59 bank or trust company or national banking association
willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. (f) Each
successor Trustee shall mail, in accordance with the provisions of the Bonds Similarly Secured, notice of its appointment to the Trustee, any rating agency which, at the time of such
appointment, is providing a rating on the Bonds Similarly Secured and each of the Owners of the Bonds Similarly Secured. Section 9.11. Transfer of Rights and Property to Successor
Trustee. Any successor Trustee appointed under the provisions of Section 9.10 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting
such appointment, and thereupon such successor, without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers,
duties, obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on
request of the City or of such successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts of such Trustee and all the right, title, and interest of such Trustee
in and to the Trust Estate, and, upon the receipt of payment of its outstanding charges, shall pay over, assign, and deliver to such successor any moneys or other properties subject
to the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting
in and confirming to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and
so far as may be authorized by law, shall be executed, acknowledged, and delivered by the City. Section 9.12. Merger, Conversion or Consolidation of Trustee. Any corporation or
association into which the Trustee may be merged or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which
it shall be a party or any corporation or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such
Trustee hereunder, without any further act, deed or conveyance, provided that such corporation or association shall be a commercial bank or trust company or national banking association
qualified to be a successor to such Trustee under the provisions of Section 9.10, or a trust company that is a wholly-owned subsidiary of any of the foregoing. Section 9.13. Trustee
To File Continuation Statements. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds Similarly Secured and the pledge of the Trust Estate provided herein, and
such pledge is, under current law, valid, effective and perfected. If necessary, the Trustee shall file or cause to be filed, at the City’s expense, such continuation statements as
may be delivered to the Trustee and which may be required by the Texas Uniform Commercial Code, as from time to time in effect (the "UCC"), in order to continue perfection of the security
interest of the Trustee in such items of tangible or intangible personal property and any fixtures as may have been granted to the Trustee pursuant 60 to this Indenture in the time,
place and manner required by the UCC; provided unless the Trustee is otherwise notified by the City, the Trustee may conclusively rely upon the initial filing statements delivered to
it in filing any continuation statements hereunder. The Trustee is not responsible for the initial filing of any financing statements. Section 9.14. Accounts, Periodic Reports and
Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall
be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners
of not less than 10% in principal amount of the Bonds Similarly Secured then Outstanding or their representatives duly authorized in writing. Section 9.15. Construction of Indenture.
The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction
of any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the Bonds Similarly Secured. ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds Similarly Secured may be modified or amended at
any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds Similarly Secured, or with the written consent without
a meeting, of the Owners of the Bonds Similarly Secured of at least a majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding and City approval of
such modification or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the principal of or interest rate thereon, or otherwise alter or
impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, (ii) permit the creation
by the City of any pledge or lien upon the Trust Estate, or any portion thereof, superior to or on a parity with the pledge and lien created for the benefit of the Bonds Similarly Secured
(except for the issuance of Refunding Bonds or as otherwise permitted by Applicable Laws or this Indenture), or (iii) reduce the percentage of Owners of the Bonds Similarly Secured
required for the amendment hereof. Any such amendment shall not modify any of the rights or obligations of the Trustee without its written consent. (b) This Indenture and the rights
and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted
by law, and only for anyone or more of the following purposes: 61 (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements
thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding
Bonds Similarly Secured in any material respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision
contained in this Indenture, or in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture,
and that shall not adversely affect the rights of the Owners of the Bonds Similarly Secured; (iv) to set forth additional provisions, if deemed necessary or advisable, in connection
with the issuance of Additional Bonds or Refunding Bonds permitted under the terms of this Indenture; and (v) to make such additions, deletions or modifications as may be necessary
or desirable to assure exemption from federal income taxation of interest on the Bonds. Section 10.2. Owners’ Meetings. The City may at any time call a meeting of the Owners of
the Bonds Similarly Secured. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt reasonable
rules and regulations for the conduct of said meeting; provided, however, that the same may not conflict with the terms of this Indenture. Without limiting the generality of the immediately
preceding sentence, such rules and regulations may not reduce the percentage of Owners of Bonds Similarly Secured required for the amendment of this Indenture as provided herein.
Section 10.3. Procedure for Amendment with Written Consent of Owners. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds
Similarly Secured or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section. A copy of such Supplemental
Indenture, together with a request to Owners for their consent thereto, if such consent is required pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to
each Owner of Bonds Similarly Secured from whom consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall not affect the
validity of the Supplemental Indenture when assented to as in this Section provided. (b) Such Supplemental Indenture shall not become effective unless there shall be filed with the
Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter in this Section provided and the City has delivered to the
Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes
of federal income taxation. Each such consent shall be effective only if accompanied by proof of 62 ownership of the Bonds for which such consent is given, which proof shall be such
as is permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds Similarly Secured giving such consent and on any subsequent Owner (whether or not such
subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior
to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Bonds Similarly Secured shall have filed
their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture,
stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds Similarly Secured and will be effective as provided in this
Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed
with the Trustee. A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved.
The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively
binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds Similarly Secured at the expiration of sixty (60) days after
such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced
within such sixtyday period. Section 10.4. Procedure for Amendment Not Requiring Owner Consent. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending
the provisions of the Bonds Similarly Secured or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section.
The City shall direct the Trustee to provide a copy of such Supplemental Indenture, together with a notice stating that the Supplemental Indenture does not require Owner consent, mailed
by first class mail to each Owner of Bonds Similarly Secured, but failure to mail copies of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture.
The Trustee shall retain the proof of its mailing of such notice. A record, consisting of the papers required by this Section 10.4, shall be proof of the matters therein stated until
the contrary is proved. (b) The Supplemental Indenture shall become effective upon the execution and delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental
Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all Bonds Similarly Secured as of the date of such execution and delivery. Section 10.5.
Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and
amended in accordance therewith, the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners of Bonds Similarly Secured Outstanding
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the 63 terms and conditions of any such Supplemental
Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.6. Endorsement or Replacement of Bonds Similarly Secured Issued
After Amendments. The City may determine that Bonds Similarly Secured issued and delivered after the effective date of any action taken as provided in this Article X shall bear a
notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation
of his Bond for that purpose at the designated office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made
on such Bond. The City may determine that new Bonds Similarly Secured, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed,
and delivered. In that case, upon demand of the Owner of any Bonds Similarly Secured then Outstanding, such new Bonds Similarly Secured shall be exchanged at the designated office of
the Trustee without cost to any Owner, for Bonds Similarly Secured then Outstanding, upon surrender of such Bonds Similarly Secured. Section 10.7. Amendatory Endorsement of Bonds
Similarly Secured. The provisions of this Article X shall not prevent any Owner from accepting any amendment as to the particular Bonds Similarly Secured held by such Owner, provided
that due notation thereof is made on such Bonds Similarly Secured. Section 10.8. Waiver of Default. With the written consent of the Owners of at least a majority in aggregate principal
amount of the Bonds Similarly Secured then Outstanding, the Owners may waive compliance by the City with certain past defaults under this Indenture and their consequences. Any such
consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.9. Execution of Supplemental Indenture. In executing, or accepting the additional
trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be
fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by
and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise. ARTICLE XI DEFAULT AND REMEDIES Section 11.1. Events of Default. Each of the following occurrences or events shall be and is hereby
declared to be an "Event of Default," to wit: 64 (i) The failure of the City to deposit the Pledged Revenues to the Pledged Revenue Fund; (ii) The failure of the City to enforce
the collection of the Assessments including the prosecution of foreclosure proceedings, in accordance with Section 7.2; and (iii) Default in the performance or observance of any
covenant, agreement or obligation of the City under this Indenture, other than a default under (iv) below, and the continuation thereof for a period of ninety (90) days after written
notice specifying such default and requiring same to be remedied shall have been given to the City by the Trustee, which may give such notice in its discretion and which shall give
such notice at the written request of the Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds Similarly Secured then Outstanding; provided, however, if
the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City shall be entitled to a further extension of time reasonably
necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and is diligently pursued until such failure is corrected, but in
no event for a period of time of more than one hundred eighty (180) days after such notice. (iv) The failure to make payment of the principal of or interest on any of the Bonds Similarly
Secured when the same becomes due and payable and such failure is not remedied within thirty (30) days thereafter. Section 11.2. Immediate Remedies for Default. (a) Subject to
Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, then and in every such case the Trustee may proceed, and upon the written
request of the Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds Similarly Secured then Outstanding hereunder shall proceed, to protect and enforce
the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction; provided,
however, that no action for money damages against the City may be sought or shall be permitted. (b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SIMILARLY SECURED SHALL NOT
BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to Outstanding Bonds Similarly Secured,
in the selection of Trust Estate assets to be used in the payment of Bonds Similarly Secured due under this Article, the City shall determine, in its absolute discretion, and shall
instruct the Trustee by City Order, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application.
In the event that the City shall fail to deliver to the Trustee such City Order, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the 65 following
paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such selection, liquidation or sale. (d) Whenever moneys are to be applied pursuant to
this Article XI, irrespective of and whether other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets
of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and
the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate, and
as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers
a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties.
No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity
of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or
purchasers all such instruments as may be necessary or, in the reasonable judgment of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction
on Owner’s Action. (a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of
any trust thereof or any other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing as provided in Section 11.1, or
of which by such Section it is deemed to have notice, (ii) such default has become an Event of Default and the Owners of not less than 51% of the aggregate principal amount of the Bonds
Similarly Secured then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to
institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee written evidence of indemnity as provided in Section 9.2, (iv) the Trustee
has for 60 days after such notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent
with such written request has been given to the Trustee during such 60-day period by the Owners of a majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding,
and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more Owners of the Bonds Similarly Secured shall have any right in any manner whatsoever
to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or
in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the Owners of all Bonds Similarly Secured then Outstanding. The notification,
request and furnishing of indemnity set forth above shall be conditions precedent to the execution of the powers and trusts of this Indenture and to any action or cause of action for
the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner to enforce,
by action at law, payment of any Bond at and after the maturity thereof, or 66 on the date fixed for redemption or the obligation of the City to pay each Bond issued hereunder to the
respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the Bonds Similarly Secured. (c) In case the Trustee or any Owners shall
have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the
Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions and rights hereunder, and all rights, remedies and
powers of the Trustee shall continue as if no such proceedings had been taken. Section 11.4. Application of Revenues and Other Moneys After Default. (a) All moneys, securities,
funds and Pledged Revenues and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of
the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made by the Trustee
and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2, be applied by the Trustee, on behalf of the
City, to the payment of interest and principal or Redemption Price then due on Bonds Similarly Secured, as follows: FIRST: To the payment to the Owners entitled thereto all installments
of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof
ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled
thereto of the unpaid principal of Outstanding Bonds Similarly Secured, or Redemption Price of any Bonds Similarly Secured which shall have become due, whether at maturity or by call
for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds Similarly Secured due on any date, then to
the payment thereof ratably, according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference. The Trustee shall make payments
to the Owners pursuant to this Section 11.4 within thirty (30) days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good
and available funds. (b) In the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds Similarly
Secured that are Outstanding in proportion to the quantity of Bonds Similarly Secured that are currently due and in default under the terms of this Indenture. (c) The restoration
of the City to its prior position after any and all defaults have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture
or impair any right consequent thereon. 67 Section 11.5. Effect of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture
to the Trustee or the Owners, respectively, may be exercised from time to time and as often as may be deemed expedient. Section 11.6. Evidence of Ownership of Bonds Similarly Secured.
(a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments
of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any
instrument appointing any such attorney, or the holding by any Person of the Bonds Similarly Secured shall be sufficient for any purpose of this Indenture (except as otherwise herein
expressly provided) if made in the following manner: (i) The fact and date of the execution of such instruments by any Owner of Bonds Similarly Secured or the duly appointed attorney
authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such
execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of
such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority. (ii) The ownership of Bonds
Similarly Secured and the amount, numbers and other identification and date of holding the same shall be proved by the Register. (b) Except as otherwise provided in this Indenture
with respect to revocation of a consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered to be done
by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event of Default under Section 11.1, the right of acceleration
of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly denied. Section 11.8. Mailing of Notice. 68 Any provision
in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the address
appearing upon the Register. Section 11.9. Exclusion of Bonds Similarly Secured. Bonds Similarly Secured owned or held by or for the account of the City will not be deemed Outstanding
for the purpose of consent or other action or any calculation of Outstanding Bonds Similarly Secured provided for in this Indenture, and the City shall not be entitled with respect
to such Bonds Similarly Secured to give any consent or take any other action provided for in this Indenture. ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS Section 12.1. Representations
as to Trust Estate. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds, to execute and deliver this Indenture and to pledge
the Trust Estate in the manner and to the extent provided in this Indenture, and that the Trust Estate is and will be and remain free and clear of any pledge, lien, charge, or encumbrance
thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City
shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under this
Indenture against all claims and demands of all Persons whomsoever. (c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and appropriate, and will provide
written direction to the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies in the collection of the Assessments and any other amounts pledged
to the payment of the Bonds Similarly Secured to the fullest extent permitted by the PID Act and other Applicable Laws. Section 12.2. General. The City shall do and perform or
cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture. ARTICLE XIII SPECIAL COVENANTS
Section 13.1. Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered,
all and every such further acts, conveyances, transfers, 69 and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming
unto the Trustee, all and singular, the revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby transferred and pledged, or intended
so to be transferred and pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and
performed, contained in this Indenture. Section 13.2. Other Obligations or Liens; Refunding Bonds; Additional Bonds. (a) The City reserves the right, subject to the provisions
contained in this Section 13.2, to issue or incur bonds, notes or other obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do
not constitute or create a lien on the Trust Estate and are not payable from the Trust Estate, or any portion thereof. (b) Other than Refunding Bonds issued to refund all or a portion
of the Bonds Similarly Secured or Additional Bonds, the City will not create or voluntarily permit to be created any debt, lien or charge on the Trust Estate, or any portion thereof,
and will not do or omit to do or suffer to be done or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the priority hereof might or could be lost
or impaired. (c) The City may issue Additional Bonds to finance the Actual Costs of the Improvement Area #1 Projects or to pay amounts due to the Developer pursuant to Reimbursement
Agreement and Improvement Area #1 Construction, Funding and Acquisition Agreement, but only in accordance with the conditions set forth below: (i) The Trustee shall receive a certificate
from the City Representative certifying that (A) the City is not in default in the performance and observance of any of the terms, provisions and conditions applicable to the City contained
in this Indenture and (B) the Developer is not delinquent with respect to fees and taxes or any other funds or commitments to be paid to the City in accordance with the Development
Agreement or the Improvement Area #1 Reimbursement Agreement; (ii) The Trustee and the City shall receive a certificate from the Developer, through an authorized representative, certifying
that the Developer is not in default beyond any applicable notice and cure period in the performance and observance of any of the terms, provisions and conditions applicable to the
Developer contained in the Improvement Area #1 Reimbursement Agreement, the Development Agreement or any continuing disclosure agreement entered into by the Developer relating to any
Bonds Similarly Secured or Additional Obligations, unless any defaults under the foregoing agreements (except for defaults under any continuing disclosure agreements entered into by
the Developer which defaults shall be cured) are disclosed in a certificate from the Developer to the City and the City elects to proceed with the issuance of the Additional Bonds regardless
of the existence of such default or defaults; 70 (iii) The Trustee and the City shall receive a certificate from the Administrator certifying that the Developer is not delinquent
with respect to the payment of Assessments; (iv) The City and the Trustee shall receive an Independent Appraisal, assuming completion of the Improvement Area #1 Projects, demonstrating
that the ratio of the aggregate appraised value of all Improvement Area #1 Assessed Property to the aggregate principal amount of the Outstanding Bonds Similarly Secured and the Additional
Bonds to be issued (the “Value to Lien Ratio”) is at least 3:1; (v) The City and the Trustee shall receive a certificate from the Developer, through an authorized representative,
certifying that no less than 300 single-family lots located within Improvement Area #1 of the District: (A) have been issued a construction permit by the City, and (B) are under contract
with merchant builder(s) or real estate developer(s) for sale to end users; (vi) The principal (including sinking fund installments) of the Additional Bonds must be scheduled to mature
on September 15 of the years in which principal is scheduled to mature; (vii) The interest on the Additional Bonds must be scheduled to be paid on March 15 and September 15 of the
years in which interest is scheduled to be paid; (viii) The Reserve Account Requirement shall be increased by an amount equal to the least of: (i) Maximum Annual Debt Service on all
Bonds Similarly Secured as of the date of issuance of the Additional Bonds, (ii) 125% of average Annual Debt Service on all Bonds Similarly Secured as of the date of issuance of the
Additional Bonds, and (iii) 10% of the proceeds of all Bonds Similarly Secured, including the proposed Additional Bonds, as of the Closing Date therefor; and (d) Notwithstanding the
provisions of Section 13.2(c) above, Refunding Bonds issued to refund all or a portion of the Bonds Similarly Secured shall not be required to meet the requirements set forth in Section
13.2(c)(iv) or Section 13.2(c)(v). Section 13.3. Books of Record. (a) The City shall cause to be kept full and proper books of record and accounts, in which full, true and proper
entries will be made of all dealings, business and affairs of the City, which relate to the Trust Estate and the Bonds Similarly Secured. (b) The Trustee shall have no responsibility
with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain same, subject to the Trustee’s document retention policies,
and to distribute the same in accordance with the provisions of this Indenture. 71 ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND SATISFACTION OF THE INDENTURE
Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds Similarly Secured secured hereby are fully paid
or provision is made for their payment as provided in this Article. Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or there shall otherwise
be paid to the Owners, principal of and interest on all of the Bonds Similarly Secured, at the times and in the manner stipulated in this Indenture, and all amounts due and owing with
respect to the Bonds Similarly Secured have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners
of such Bonds Similarly Secured, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City
copies of all such documents as it may have evidencing that principal of and interest on all of the Bonds Similarly Secured has been paid so that the City may determine if this Indenture
is satisfied; if so, the Trustee shall pay over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person
is entitled to receive such amounts, then to the City. Section 14.3. Bonds Deemed Paid. (a) Any Outstanding Bonds Similarly Secured shall, prior to the Stated Maturity or redemption
date thereof, be deemed to have been paid and no longer Outstanding within the meaning of this Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the
principal of, premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise), either
(1) shall have been made in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively
for such payment, (A) money sufficient to make such payment or (B) Defeasance Securities that mature as to principal and interest in such amount and at such times as will insure the
availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds Similarly
Secured with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys
deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall
be held in trust for, the payment of the principal of and interest on the Bonds Similarly Secured and shall not be part of the Trust Estate. Any cash received from such principal of
and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing
at times and in amounts sufficient to pay when due the principal of and interest on the Bonds Similarly Secured on and prior to such redemption date or maturity date thereof, as the
case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities. 72
(b) Any determination not to redeem Defeased Debt that is made in conjunction with the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the Defeased Debt for redemption; (2) the City gives notice of the
reservation of that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City directs that notice of the reservation be included in any defeasance
or redemption notices that it authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of clause (a) of this Section 14.3 with respect to such
Defeased Debt as though it was being defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the redemption into account in determining the sufficiency
of the provisions made for the payment of the Defeased Debt. (c) Until all Defeased Debt shall have become due and payable, the Trustee and the Paying Agent/Registrar each shall perform
the services of Trustee and Paying Agent/Registrar for such Defeased Debt the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for
such services as required by this Indenture. ARTICLE XV MISCELLANEOUS Section 15.1. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied,
is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this Indenture. Any covenants, stipulations, promises
or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. Section 15.2. Successor is Deemed Included
in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to
include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit
of the respective successors and assigns thereof whether so expressed or not. Section 15.3. Execution of Documents and Proof of Ownership by Owners. (a) Any request, declaration,
or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person
or by their attorneys duly appointed in writing. (b) Except as otherwise expressly provided herein, the fact and date of the execution by any Owner or his attorney of such request,
declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments
of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration, or other instrument or writing acknowledged to him the execution
thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. 73 (c) Except as otherwise herein expressly provided, the ownership
of registered Bonds Similarly Secured and the amount, maturity, number, and date of holding the same shall be proved by the Register. (d) Any request, declaration or other instrument
or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance
therewith. Section 15.4. No Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually or personally liable for the payment of the principal
of, or interest or any premium on, the Bonds Similarly Secured; but nothing herein contained shall relieve any such member, officer, agent, or employee from the performance of any official
duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided herein, all notices or other instruments required or
permitted under this Indenture shall be in writing and shall be faxed, delivered by hand, or mailed by first class mail, postage prepaid, and addressed as follows: If to the City City
of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Attn: Director of Finance Telephone: (972) 924-3325 If to the Trustee, initially also acting in the capacity of Paying Agent/Registrar
Regions Bank 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Attn: Corporate Trust Administration Telephone: (713) 244-8041 (b) Any such notice, demand, or request may also
be transmitted to the appropriate party by telegram or telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission
of notice shall be confirmed in writing and sent as specified above. (c) Any of such addresses may be changed at any time upon written notice of such change given to the other party
by the parry effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business Days after the date of dispatch;
notices and consents given by any other means shall be deemed to have been given when received. (d) The Trustee shall mail to each Owner of a Bond notice of the redemption or defeasance
of all Bonds Similarly Secured Outstanding. 74 Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason
be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have adopted this Indenture
and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections,
paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. This Indenture shall be governed by
and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. Section 15.8. Payment on Business Day. In any case where the date
of the maturity of interest or of principal (and premium, if any) of the Bonds Similarly Secured or the date fixed for redemption of any Bonds Similarly Secured or the date any action
is to be taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may
be made on the next succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such
date. Section 15.9. Construction, Funding and Acquisition Agreement Amendments and Supplements. The City and the Developer may amend and supplement the Construction, Funding
and Acquisition Agreement and the Reimbursement Agreement from time to time without the consent or approval of the Owners or the Trustee. Section 15.10. Counterparts. This Indenture
may be executed in counterparts, each of which shall be deemed an original. Section 15.11. No Boycott of Israel. The Trustee hereby represents that it does not Boycott Israel (as
such term is defined in Section 2271.001, Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C.
Section 4607, the Trustee hereby agrees not to Boycott Israel during the term of this Indenture, which for the purposes of this section shall mean the end of the underwriting period
unless this Indenture is terminated in accordance with the provisions hereof. Section 15.12. No Terrorist Organization. The Trustee represents that, to the extent this Indenture
constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas
Government Code, and except to the extent otherwise required by applicable Federal law, the Trustee, nor any wholly owned 75 subsidiary, majority-owned subsidiary, parent company or
affiliate of the Trustee is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website:
https://comptroller.texas.gov/purchasing/publications/divestment.php. [Remainder of page left blank intentionally] IN WITNESS WHEREOF, the City and the Trustee have caused this
Indenture of Trust to be executed as of the date hereof. CITY OF ANNA, TEXAS By: ___________________________ Nake Pike, Mayor City of Anna, Texas Attest:
_________________________ Carrie L. Land, City Secretary City of Anna, Texas (CITY SEAL) City Signature Page to Indenture of Trust REGIONS BANK,
as Trustee By: ___________________________ Authorized Officer Trustee Signature Page to Indenture of Trust A-1 EXHIBIT A DESCRIPTION
OF THE PROPERTY WITHIN IMPROVEMENT AREA #1 OF THE SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 LEGAL DESCRIPTION 109.402 ACRES TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT
OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER
296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT
NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE
MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT
NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET;
N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A
RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET; N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT,
AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85
FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT
THE FOLLOWING BEARINGS AND DISTANCES: A-2 N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH
A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET; N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE
TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 51°
15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL ANGLE OF
01° 11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET; S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF
SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE FOLLOWING BEARINGS AND DISTANCES: N
56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 26", HAVING A RADIUS
OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE
TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85°
32' 34" W, 147.31 FEET; S 89° 05' 29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT,
AN ARC DISTANCE OF 139.73 FEET, THROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96
FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-3 WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 800.00 FEET,
AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02 FEET; N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE
LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09"
E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00
FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF
20.00 FEET, THROUGH A CENTRAL ANGLE OF 01° 24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45'
57" E, 468.26 FEET; S 87° 55' 48" E, 10.60 FEET; N 01° 44' 03" E, 20.00 FEET; S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E,
91.31 FEET; N 81° 10' 42" E, 54.72 FEET; N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET;
N 55° 47' 22" E, 49.81 FEET; N 58° 06' 52" E, 47.94 FEET; A-4 N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF
32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL
LINE. N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING
A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85 FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT,
AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E,
89.54 FEET; N 24° 51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00
FEET; S 24° 45' 54" W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL
ANGLE OF 05° 31' 37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45'
54" W, 33.83 FEET; S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET
HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-5 WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE
OF 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING
OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE
BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD
WHICH BEARS N 82° 48' 59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH
A CENTRAL ANGLE OF 03° 06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 87°
02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF
960.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE
OF 100.60 FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE
S 89° 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQUARE FEET OR 65.070 ACRES MORE OR LESS; TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND
SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296,
AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER
20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: A-6 BEGINNING AT THE MOST
SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS (P.R.C.C.T.) AND BEING IN THE NORTH
LINE OF SAID MM ANNA 325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 89°
47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 01° 10' 22" E,
231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS OF 1860.00
FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET;
N 64° 05' 47" W, 100.01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10
FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING
OF A CURVFE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH
BEARS N 29° 08' 53" W, 45.85 FEET; S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL
ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; A-7 S 55°
47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET; S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42"
W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET; S 89° 15' 16" W, 160.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00
FEET; N 88° 15' 57" W, 109.33 FEET; N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET;
N 89° 19' 48" E, 60.00 FEET; N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING; THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085
SQUARE FEET OR 44.332 ACRES MORE OR LESS. B-1 EXHIBIT B BOND PURCHASE AGREEMENT $9,400,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC
IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) BOND PURCHASE AGREEMENT July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Ladies and Gentlemen:
The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond Purchase Agreement (this “Agreement”) with the City of Anna, Texas (the “City”), which will be binding
upon the City and the Underwriter upon the acceptance of this Agreement by the City. This offer is made subject to its acceptance by the City by execution of this Agreement and its
delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered
to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture
(defined herein) between the City and Regions Bank, an Alabama state banking corporation with offices in Houston, Texas, as trustee (the “Trustee”), authorizing the issuance of the
Bonds (defined herein), and in the Limited Offering Memorandum (defined herein). 1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of representations,
warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than
all) of the $9,400,000.00 aggregate principal amount of the “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement
Area #1 Project)” (the “Bonds”), at a purchase price of $9,097,529.76 (representing the aggregate principal amount of the Bonds less an original issue discount of $20,470.24 and an
Underwriter’s discount of $282,000.00). Inasmuch as the purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not
acting as a municipal advisor or fiduciary of the City (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform
and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges 2 and agrees that (i) the purchase and sale of
the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter and the Underwriter has financial and other interests that differ
from any other party to this Agreement, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter
is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an
advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless
of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with
respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the
extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures
under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the issuance and
delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Bond proceeds and the construction of the Improvement
Area #1 Projects (as defined in the Service and Assessment Plan) financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal
and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated August 1, 2021
and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other
actions described herein, shall take place on August 16, 2021 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”). 2. Authorization Instruments
and Law. The Bonds were authorized by an Ordinance enacted by the City Council of the City (the “City Council”) on July 27, 2021 (the “Bond Ordinance”) and shall be issued pursuant
to the provisions of Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “Act”), and the Indenture of Trust, dated as of August 1, 2021, between the City and the
Trustee, authorizing the issuance of the Bonds (the “Indenture”). The Bonds shall be substantially in the form described in, and shall be secured under the provisions of, the Indenture.
The Bonds and interest thereon shall be secured by the proceeds of Assessments (as such term is defined in the Limited Offering Memorandum) levied on the assessable parcels within
Improvement Area #1 of the Sherley Tract Public Improvement District No. 2 (the “District”). The District was established by a resolution enacted by the City Council on December 8,
2020 (the “Creation Resolution”), in accordance with the Act. A Service and Assessment Plan (the “Service and Assessment Plan”) which sets forth the costs of the Improvement Area #1
Projects (as defined below) and the method of payment of the Assessments was adopted pursuant to an ordinance of the City Council on July 27, 2021 (the “Assessment Ordinance” and, together
with the Creation Resolution, the Indenture and the Bond Ordinance, the “Authorizing Documents”). 3 The Bonds shall be further secured by certain applicable funds and accounts created
under the Indenture. The Bonds shall be as described in Schedule I, the Indenture, and the Limited Offering Memorandum. The proceeds of the Bonds shall be used for (i) paying a
portion of the costs of the “Improvement Area #1 Projects”, which consist of (a) Improvement Area #1’s proportionate share of the costs of certain public improvements that will benefit
the entire District and (b) the costs of the local infrastructure benefitting only Improvement Area #1 (as defined herein) of the District, (ii) paying a portion of the interest on
the Bonds during and after the period of acquisition and construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for the payment of principal of and interest
on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds. 3. Limited Public Offering. The
Underwriter agrees to make a bona fide limited public offering of all of the Bonds in accordance with Section 11 hereof. On or before the third (3rd) business day prior to the Closing
Date, the Underwriter shall execute and deliver to Bond Counsel the Issue Price Certificate, in substantially the form attached hereto as Appendix B. 4. Limited Offering Memorandum.
(a) Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering Memorandum for the
Bonds dated July 19, 2021, as supplemented July 27, 2021, (the “Preliminary Limited Offering Memorandum”), in a “designated electronic format,” as defined in the MSRB Rule G-32 (“Rule
G-32”). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (the “Limited Offering Memorandum”) which will be (i) dated the date
of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission’s Rule 15c2-12, as amended (“Rule 15c2-12”), (iii) in a “designated electronic
format,” and (iv) substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to the Underwriter before the execution hereof. The Limited
Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein
or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are collectively referred to herein as the “Limited Offering
Memorandum.” Until the Limited Offering Memorandum has been prepared and is available for distribution, the City shall provide to the Underwriter sufficient quantities (which may be
in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter deems necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect
to distribution to each potential customer, upon request, of a copy of the Preliminary Limited Offering Memorandum. (b) Preliminary Limited Offering Memorandum Deemed Final. The Preliminary
Limited Offering Memorandum has been prepared for use by the Underwriter in connection with the offering, sale, and distribution of the Bonds. The City hereby represents and warrants
that the Preliminary Limited Offering Memorandum has been deemed final by the City as of its date, except for the omission of such information 4 which is dependent upon the final pricing
of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12. (c) Use of Limited Offering Memorandum in Offering and Sale. The City hereby authorizes
the Limited Offering Memorandum and the information therein contained to be used by the Underwriter in connection with the offering and the sale of the Bonds. The City consents to
the use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with the offering of the Bonds. The City shall provide, or cause to
be provided, to the Underwriter as soon as practicable after the date of the City’s acceptance of this Agreement (but, in any event, not later than the earlier of the Closing Date or
seven (7) business days after the City’s acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete as of the date of its delivery to the Underwriter.
The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a “designated electronic format” consistent with the requirements
of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules
of the MSRB. (d) Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited
Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in
Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the 25th day after the “end of the underwriting
period” for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue
statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City will notify the Underwriter (and for the purposes
of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event
requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City will forthwith prepare and furnish, at no expense to the Underwriter (in
a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended and supplemented
will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement
and any certificate delivered by the City in accordance herewith, (i) the City makes no representations with respect to the descriptions in the Preliminary Limited Offering Memorandum
or the Limited Offering Memorandum of The Depository Trust Company, New York, New York (“DTC”), or its book-entry-only system, and (ii) the City makes no representation with respect
to the information in the Preliminary Limited Offering Memorandum or the 5 Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Plan
of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Improvement
Area #1 Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE
TRUSTEE.” If such notification shall be subsequent to the Closing, the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments, and other
documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City shall provide
any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and
(ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. (e)
Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access (“EMMA”) system within one
business day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume that the “end of the underwriting period”
for purposes of Rule 15c2-12 is the Closing Date. (f) Limited Offering. The Underwriter hereby represents, warrants and covenants that the Bonds were initially sold pursuant to a
limited offering. The Bonds were sold to not more than thirty-five persons that qualify as “Accredited Investors” (as defined in Rule 501 of Regulation D under the Securities Act (as
defined herein)) or “Qualified Institutional Buyers” (within the meaning of Rule 144A under the Securities Act). 5. City Representations, Warranties and Covenants. The City represents,
warrants and covenants that: (a) Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date
will have, full legal right, power and authority: (i) to enter into: (1) this Agreement; (2) the Indenture; (3) the Sherley Tract Subdivision Improvement Agreement between the City,
BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna 325, LLC, a Texas limited liability company (the “Developer”) effective as June 9, 2020, as amended by that First Amended Sherley Tract
6 Subdivision Improvement Agreement effective as of July 14, 2020, as further amended (together the “Development Agreement”); (4) Ordinance No. 912-2021 creating Reinvestment Zone
Number Three (the “TIRZ Creation Ordinance”) pursuant to Chapter 311 of the Texas Tax Code (the “TIRZ Act”), and the Reinvestment Zone Number Three, City of Anna, Texas Preliminary
Project and Financing Plan (the “Preliminary TIRZ Project and Finance Plan”) dated July 13, 2021; (5) Sherley Tract Public Improvement District No. 2 Improvement Area #1 Reimbursement
Agreement, effective July 27, 2021, and executed and delivered by the City and the Developer (the “Reimbursement Agreement”); (6) Sherley Tract Public Improvement District No. 2 Improvement
Area #1 Construction, Funding and Acquisition Agreement, effective July 27, 2021, and executed and delivered by the City and the Developer (the “CFA Agreement”); (7) the Continuing
Disclosure Agreement of Issuer with respect to the Bonds, dated as of August 1, 2021 (the “City Continuing Disclosure Agreement”), executed and delivered by the City, P3Works, LLC (the
“Administrator”), and Regions Bank, an Alabama state banking corporation, as Dissemination Agent; and (8) the Improvement Area #1 Landowner Agreement dated as of July 27, 2021 executed
by the City and the Developer (the “Landowner Agreement”); (ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out and consummate the
transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the TIRZ Creation Ordinance and Preliminary TIRZ Project
and Finance Plan, (5) the Reimbursement Agreement, (6) the CFA Agreement, (7) the City Continuing Disclosure Agreement, (8) the Limited Offering Memorandum, and (9) any other documents
and certificates described in any of the foregoing (the documents described by subclauses (1) through (8) being referred to collectively herein as the “City Documents”). (b) Due Authorization
and Approval of City. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance
by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been
amended, modified or rescinded, except as may have been approved by the Underwriter. When validly executed and 7 delivered by the other parties thereto, the City Documents will constitute
the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except insofar as enforcement may be limited by principles
of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors’ rights generally. The City has
complied, and will at the Closing (as defined herein) be in compliance, in all material respects, with the obligations on its part to be performed on or prior to the Closing Date under
the City Documents. (c) Due Authorization for Issuance of the Bonds. The City has duly authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture,
and the Act. The City has, and at the Closing Date will have, full legal right, power and authority (i) to enter into, execute, deliver, and perform its obligations under this Agreement
and the other City Documents, (ii) to issue, sell and, deliver the Bonds to the Underwriter pursuant to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii)
to carry out, give effect to and consummate the transactions on the part of the City described by the City Documents and the Bond Ordinance. (d) No Breach or Default. As of the time
of acceptance hereof, and to the best of its knowledge, the City is not, and as of the Closing Date the City will not be, in material breach of or in default in any material respect
under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement,
loan agreement, bond, note, resolution, ordinance, agreement or other instrument related to the Bonds and to which the City is a party or is otherwise subject, and no event has occurred
and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or
event could have a material adverse effect on the City’s ability to perform its obligations under the Bonds or the City Documents; and, as of such times, the authorization, execution
and delivery of the Bonds and the City Documents and compliance by the City with obligations on its part to be performed in each of such agreements or instruments does not and will
not conflict with or constitute a material breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States,
or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its
officers in their respective capacities as such) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery or compliance result
in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties securing the Bonds or under
the terms of any such law, regulation or instrument, except as may be permitted by the City Documents. (e) No Litigation. At the time of acceptance hereof there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “Action”) pending against
the City with respect to which the City has been served with process, nor 8 to the knowledge of the City is any Action threatened against the City, in which any such Action (i) in
any way questions the existence of the City or the rights of the members of the City Council to hold their respective positions, (ii) in any way questions the formation or existence
of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or
to be pledged to pay the principal and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part
of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation, or (iv) which may result in any material adverse change in the financial
condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature
described in clauses (i) through (iv) of this sentence. (f) Bonds Issued Pursuant to Indenture. The City represents that the Bonds, when issued, executed, and delivered in accordance
with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City subject to the terms of the Indenture, entitled to
the benefits of the Indenture and the security of the pledge of the proceeds of the levy of the Assessments received by the City, all to the extent provided for in the Indenture. The
Indenture creates a valid pledge of the monies in certain funds and accounts established pursuant to the Indenture to the extent provided for in the Indenture, including the investments
thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. (g) Assessments.
The Assessments constituting the security for the Bonds have been or will be levied by the City on the date hereof in accordance with the Act on those parcels of land identified in
the Assessment Roll for Improvement Area #1 (as defined in the Service and Assessment Plan). According to the Act, such Assessments constitute a valid and legally binding first and
prior lien against the properties assessed, superior to all other liens and claims, except liens or claims for state, county, school district, or municipality ad valorem taxes. (h)
Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency,
or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence
of which would adversely affect the due performance by the City of, its obligations in connection with the City Documents have been duly obtained or made and are in full force and effect,
except the approval of the Bonds by the Attorney General of the State, registration of the Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and
orders as may be required under Blue Sky or securities laws of any jurisdiction. (i) Public Debt. Prior to the Closing, the City will not offer or issue any bonds, notes or other
obligations for borrowed money or incur any material liabilities, 9 direct or contingent, payable from or secured by a pledge of the Assessments which secure the Bonds without the
prior approval of the Underwriter. (j) Preliminary Limited Offering Memorandum. The information contained in the Preliminary Limited Offering Memorandum is true and correct in all
material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the
descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no representation with
respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan and
Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Improvement
Area #1 Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE
TRUSTEE.” (k) Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph
(d) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the information
contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect
to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no representation
with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan
of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Improvement
Area #1 Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE
TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such
fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current
form shall be conclusively deemed to be complete and correct in all material respects. 10 (l) Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum
is supplemented or amended pursuant to paragraph (d) of Section 4 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented
or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the Limited
Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or
event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited
Offering Memorandum, then the Limited Offering Memorandum in its thencurrent form shall be conclusively deemed to be complete and correct in all material respects. (m) Compliance with
Rule 15c2-12. During the past five years, the City has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12,
except as described in the Limited Offering Memorandum. (n) Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided
in and subject to all of the terms and provisions of the Indenture and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross
income for federal income tax purposes of the interest on the Bonds. (o) Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments
and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to (y) qualify the Bonds for offer and sale under
the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility
of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the initial distribution
of the Bonds by the Underwriter (provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process
under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the City of any notification with respect to the suspension of the qualification of the
Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (p) Certificates of the City. Any certificate signed by any official of the City
authorized to do so in connection with the transactions described in this Agreement shall be deemed a representation and warranty by the City to the Underwriter as to the statements
made therein and can be relied upon by the Underwriter as to the statements made therein. 11 (q) Intentional Actions Regarding Representations and Warranties. The City covenants that
between the date hereof and the Closing it will not intentionally take actions which will cause the representations and warranties made in this Section to be untrue as of the Closing.
(r) Financial Advisor. The City has engaged Hilltop Securities Inc., as its financial advisor in connection with its offering and issuance of the Bonds. By delivering the Limited
Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the representations, warranties and covenants set
forth above. 6. Developer Letter of Representations. At the signing of this Agreement, the City and Underwriter shall receive from the Developer, an executed Developer Letter of Representations
(the “Developer Letter of Representations”) in the form of Appendix A hereto, and at the Closing, a certificate signed by the Developer as set forth in Section 9(e) hereof. 7. The Closing.
At 10:00 a.m., Central time, on the Closing Date, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriter,
(i) the City will deliver or cause to be delivered to DTC through its “FAST” System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of
Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents hereinafter
mentioned to McCall, Parkhurst & Horton, L.L.P. (“Bond Counsel”), or a place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of
DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City
or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the “Closing.” The Bonds will be made available to the
Underwriter for inspection not less than twenty-four (24) hours prior to the Closing. 8. Underwriter’s Closing Conditions. The Underwriter has entered into this Agreement in reliance
upon the representations and covenants herein and the performance by the City of its obligations under this Agreement, both as of the date hereof and as of the date of the Closing.
Accordingly, the Underwriter’s obligations under this Agreement shall be conditioned upon the performance by the City of its obligations to be performed hereunder at or prior to Closing
and shall also be subject to the following additional conditions: (a) Bring-Down Representations of the City. The representations and covenants of the City contained in this Agreement
shall be true and correct in all material respects as of the date hereof and at the time of the Closing, as if made on the Closing Date. (b) Executed Agreements and Performance Thereunder.
At the time of the Closing (i) the City Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented except with the written consent of the
Underwriter; (ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full 12 force and effect such other resolutions or actions of the City as, in
the opinion of Bond Counsel and Counsel to the Underwriter, shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the City described
in this Agreement and the City Documents; (iv) there shall be in full force and effect such other resolutions or actions of the Developer as, in the opinion of Miklos Cinclair, PLLC
(“Developer’s Counsel”), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the Developer described in the Developer Letter of Representations,
the Development Agreement, the Reimbursement Agreement, the CFA Agreement, the Landowner Agreement and the Continuing Disclosure Agreement of the Developer with respect to the Bonds,
dated as of August 1, 2021 executed and delivered by the Developer, Regions Bank, as dissemination agent, and P3Works, LLC (the “Continuing Disclosure Agreement of the Developer,”)
and together with the Developer Letter of Representations, the Development Agreement, the Reimbursement Agreement, the CFA Agreement and the Landowner Agreement, (the “Developer Documents”);
and (v) the City shall perform or have performed its obligations required or specified in the City Documents to be performed at or prior to Closing. (c) No Default. At the time of
the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time or giving of notice, shall constitute an event of default
under this Agreement, the Indenture, the City Documents, the Developer Documents or other documents relating to the financing and construction of the Improvement Area #1 Projects and
the Development, and the Developer shall not be in default in the payment of principal or interest on any of its indebtedness which default shall materially adversely impact the ability
of such Developer to pay the Assessments when due. (d) Closing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section
9 below. (e) Concurrent Closing of the Major Improvement Area Bonds. The City shall issue concurrently with the issuance of the Bonds its “City of Anna, Texas Special Assessment Revenue
Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)”. (f) Termination Events. The Underwriter shall have the right to cancel its obligation
to purchase and place the Bonds and to terminate this Agreement without liability therefor by written notification to the City if, between the date of this Agreement and the Closing,
in the Underwriter’s reasonable judgment, any of the following shall have occurred: (i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce
contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following: (1) legislation shall have been introduced in or enacted by the
Congress of the United States or adopted by either House thereof, or legislation pending in the Congress of the United States shall have been 13 amended, or legislation shall have
been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice, or otherwise) by the President of the United States,
the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration by either the U.S. Senate Committee on Finance
or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either House of the Congress of the United States by
a Committee of such House to which such legislation has been referred for consideration, or a decision by a court of the United States or the Tax Court of the United States shall be
rendered or a ruling, regulation, or order (final, temporary, or proposed) by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other federal
agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to be derived by the City or upon interest on securities of
the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences of receipt of interest on securities of the
general character of the Bonds in the hands of the holders thereof; or (2) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United
States shall be rendered, or a stop order, ruling, regulation or no-action letter by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having
jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering
or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in violation or would be in violation of, or that obligations
of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act, or that the
Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”); or (3) a general suspension of trading in securities
on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities
generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do
so; or (4) there shall have occurred any outbreak of hostilities (including, without limitation, an act of terrorism) or other national or international calamity or crisis, including,
but not limited to, an escalation 14 of hostilities that existed prior to the date hereof, and the effect of any such event on the financial markets of the United States; or (5) there
shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the City, except as disclosed in or contemplated by the Limited
Offering Memorandum; or (6) any state blue sky or securities commission or other governmental agency or body in any state in which more than 10% of the Bonds have been offered and sold
shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; or (7) any amendment
to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of
the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Assessments to pay principal or interest on the Bonds; or (ii) the New York
Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material
restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;
or (iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained
in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement of material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which change shall occur subsequent to
the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; or (iv) any fact or event shall exist or have existed that, in the
Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to Limited Offering Memorandum; or (v) a general banking moratorium shall have been declared
by federal or State authorities having jurisdiction and be in force; or (vi) a material disruption in securities settlement, payment or clearance services shall have occurred; 15
(vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the United States Securities and Exchange
Commission (the “SEC”) or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of
the Bonds, including the underlying obligations as contemplated by this Agreement or by the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of
the Bonds, is or would be in violation of any provision of the federal securities laws on the date of Closing, including the Securities Act, the Securities Exchange Act of 1934 (the
“Securities Exchange Act”) and the Trust Indenture Act; or (viii) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the
terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission, which prohibition shall occur subsequent to the
date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter. With respect to the conditions described in subparagraphs (ii) and (viii) above,
the Underwriter is not aware of any current, pending or proposed law or government inquiry or investigation as of the date of execution of this Agreement which would permit the Underwriter
to invoke its termination rights hereunder. 9. Closing Documents. At or prior to the Closing, the Underwriter shall receive the following documents: (a) Bond Opinion. The approving
opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix C to the Limited Offering Memorandum, dated the date of the Closing and addressed
to the Underwriter, which may be included in the supplemental opinion required by Section 9(b), to the effect that the foregoing opinion may be relied upon by the Underwriter to the
same extent as if such opinion were addressed to it. (b) Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the City and the Underwriter,
which provides that the Underwriter may rely upon the opinion of Bond Counsel delivered in accordance with the provisions of Section 9(a) hereof, in form and substance acceptable to
counsel for the Underwriter, to the following effect: (i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility
for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that such firm has reviewed the information describing
the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF FINANCE — The Bonds”, “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS” (except for the last
paragraph under 16 the subcaption “General”), “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT,” “TAX MATTERS,”
“LEGAL MATTERS — Legal Proceedings,” “LEGAL MATTERS — Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE” (except for the subcaptions “The City’s Compliance with
Prior Undertakings” and “The Developer”), “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,” and APPENDIX A and
Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the laws
and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance and Indenture; (ii) The Bonds are not subject to the registration
requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has full power and authority to adopt the Creation
Resolution, the Assessment Ordinance, TIRZ Creation Ordinance, and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”) and perform
its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture, the Development
Agreement, the Reimbursement Agreement, the CFA Agreement, the Landowner Agreement, the City Continuing Disclosure Agreement and this Agreement have been duly authorized, executed and
delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal,
valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws
affecting enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental
immunity applicable to local governmental entities. (c) City Legal Opinion. An opinion of an attorney for the City, dated the Closing Date and addressed to the Underwriter, the Underwriter’s
Counsel, the City and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter.
(d) Opinion of Developer’s Counsel. An opinion of Developer’s Counsel, substantially in the form of Appendix D hereto, dated the Closing Date and addressed to the City, Bond Counsel,
the Attorney for the City, the Underwriter, Underwriter’s Counsel and the Trustee. 17 (e) Developer Certificate. The certificate of the Developer dated as of the Closing Date, signed
by an authorized officer of Developer in substantially the form of Appendix E hereto. (f) City Certificate. A certificate of the City, dated the Closing Date, to the effect that,
to the best of an authorized City official’s knowledge: (i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material
respects on and as of the Closing Date as if made on the date thereof; (ii) the Authorizing Documents and City Documents are in full force and effect and have not been amended, modified,
or supplemented; (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the knowledge of such persons, threatened
in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective
positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds
or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments pledged to pay the principal and interest
on the Bonds, or the pledge thereof; and (iv) the City has, to the best of such person’s knowledge, complied with all agreements and covenants and satisfied all conditions set forth
in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. (g) Trustee’s Certificate. A certificate of the Trustee, dated the date of
Closing, in form and substance acceptable to counsel for the Underwriter to the following effect: (i) The Trustee was founded as an Alabama state banking corporation organized under
the laws of the State of Alabama, and has not been dissolved, cancelled, or terminated, and has the full power and authority, including trust powers, to accept and perform its duties
under the Indenture; and (ii) No consent, approval, authorization or other action by any governmental authority having jurisdiction over the Trustee that has not been obtained is or
will be required for the authentication of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the
authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture. 18 (h) Underwriter Counsel’s Opinion. An opinion, dated the Closing Date
and addressed to the Underwriter, of Winstead PC, counsel to the Underwriter, to the effect that: (i) based on (A) such counsel’s review of the Bond Ordinance, the Indenture, and the
Limited Offering Memorandum; (B) its discussions with Bond Counsel and with the Underwriter; (C) its review of the documents, certificates, opinions and other instruments delivered
at the closing of the sale of the Bonds on the date hereof; and (D) such other matters as it deems relevant, such counsel is of the opinion that the Bonds are exempt securities under
the Securities Act, and the Trust Indenture Act, and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under the Securities Act and the
Indenture is not required to be qualified under the Trust Indenture Act; (ii) based upon (A) such counsel’s review of Rule 15c2-12 and interpretive guidance published by the SEC relating
thereto; (B) its review of the continuing disclosure undertaking of the City contained in the City Continuing Disclosure Agreement; and (C) the inclusion in the Limited Offering Memorandum
of a description of the specifics of such undertaking, and assuming that the Bond Ordinance, the Indenture, and the City Continuing Disclosure Agreement have been duly adopted by the
City and are in full force and effect, such undertaking provides a suitable basis for the Underwriter, to make a reasonable determination that the City has met the qualifications of
paragraph (b)(5)(i) of Rule 15c2-12; and (iii) although such counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness
or fairness of the information contained in the Limited Offering Memorandum, it has participated in the preparation of the Limited Offering Memorandum and without independent verification,
no facts came to its attention that caused it to believe that the Limited Offering Memorandum (except for the Appendices as well as any other financial, engineering and statistical
data contained therein or included therein by reference or any litigation disclosed therein, as to which it expresses no view) as of its date contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading. (i) Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto. (j) Delivery of City Documents and Developer Documents.
The City Documents and Developer Documents shall have been executed and delivered in form and content satisfactory to the Underwriter. (k) Form 8038-G. Evidence that the federal tax
information form 8038-G has been prepared by Bond Counsel for filing. 19 (l) Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel
and counsel to the Underwriter setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds
of the Bonds will be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”),
and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code. (m) Attorney General Opinion and Comptroller Registration. The approving opinion
of the Attorney General of the State regarding the Bonds and the Comptroller of the State’s Certificate of Registration for the Initial Bond. (n) Continuing Disclosure Agreements.
The City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer, shall have been executed by the parties thereto in substantially the forms attached
to the Preliminary Limited Offering Memorandum as Appendix D-1 and Appendix D-2. (o) Letter of Representation of the Appraiser. (i) Letter of Representation of the Appraiser, substantially
in the form of Appendix F hereto addressed to the City, Bond Counsel, the Underwriter, counsel to the Underwriter and the Trustee, or in form otherwise agreed upon by the Underwriter,
and (ii) a copy of the real estate appraisal of the property within Improvement Area #1 of in the District dated June 8, 2021. (p) Letter of Representation of Administrator. Letter
of Representation of the Administrator, substantially in the form of Appendix G hereto, addressed to the City, Bond Counsel, the Underwriter, counsel to the Underwriter, and the Trustee
or in form otherwise agreed upon by the Underwriter. (q) Evidence of Filing of Creation Resolution, Assessment Ordinance, and Landowner Agreement. Evidence that (i) the Creation Resolution,
including legal description of the District by metes and bounds, (ii) the Assessment Ordinance, including the Assessment Roll for Improvement Area #1 of the District and a statement
indicating the contact for and address of where a copy of the Service and Assessment Plan, and any updates thereto may be obtained or viewed, and (iii) the Landowner Agreement have
been filed of record in the real property records of Collin County, Texas. (r) Lender Consent Certificate. Lender Consent Certificate of International Bank of Commerce consenting to
and acknowledging the creation of the District, the adoption of the Assessment Ordinance, the levy of the Assessments, and the subordination of its lien to the lien created by the Assessments
in a form acceptable to the Underwriter. (s) Rule 15c2-12 Certification. A resolution or certificate of the City (which may be included in the Bond Ordinance) whereby the City has
deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the offering of the Bonds.
20 (t) Dissemination Agent. Evidence acceptable to the Underwriter in its sole discretion that the City has engaged a dissemination agent acceptable to the Underwriter for the Bonds,
with the execution of the City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer by other parties thereto being conclusive evidence of such acceptance
by the Underwriter. (u) BLOR. A copy of the Blanket Issuer Letter of Representation to DTC relating to the Bonds and signed by the City. (v) Additional Documents. Such additional
legal opinions, certificates, instruments, and other documents as the Underwriter or their counsel may reasonably deem necessary. 10. City’s Closing Conditions. The obligation of the
City hereunder to deliver the Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set forth in Section 1 hereof, the opinion of Bond Counsel
described in Section 9(a) hereof, the opinion of the Attorney General described in Section 9(m) hereof, and any documents required to be delivered by the Developer. 11. Establishment
of Issue Price. (a) Notwithstanding any provision of this Agreement to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply: (i)
Definitions. For purposes of this Section, the following definitions apply: (1) “Public” means any person (including an individual, trust, estate, partnership, association, company
or corporation) other than a Participating Underwriter or a Related Party to a Participating Underwriter. (2) “Participating Underwriter” means (A) any person that agrees pursuant to
a written contract with the City (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public and (B) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling
group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public). (3) “Related Party” means any two or more persons who are subject,
directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by
one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one
partnership of another) or (C) more than 50% common ownership of 21 the value of the outstanding stock of the corporation or the capital interest or profits interest of the partnership,
as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (4)
“Sale Date” means the date of execution of this Agreement by all parties. (ii) Issue Price Certificate. The Underwriter agrees to assist the City in establishing the issue price of
the Bonds and to execute and deliver to the City at Closing an Issue Price Certificate, together with the supporting pricing wires or equivalent communications, substantially in the
form attached hereto as Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately
reflect, as applicable, the initial offering price (the “Initial Offering Price”) or prices or the sales price or prices to the Public of the Bonds. As applicable, all actions to be
taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City's financial advisor and any notice or report to be provided
to the City may be provided to the City's financial advisor. (iii) Substantial Amount Test. Other than those maturities of the Bonds which are designated by the Underwriter in writing
in the attached Schedule I (the “Hold-the-Price Maturities”), the City will treat the Initial Offering Price at which at least ten percent (a “Substantial Amount”) in principal amount
of each maturity of the Bonds is sold to the Public as of the Sale Date (the “Substantial Amount Test”) as the issue price of that maturity (or each separate CUSIP number within that
maturity). At or promptly after the execution of this Agreement, the Underwriter will report to the City the price or prices at which the Participating Underwriters have offered and
sold to the Public each maturity of the Bonds. (iv) Hold-The-Price Restriction. The Underwriter agrees that it will neither offer nor sell any of the Hold-the-Price Maturities to any
person at a price that is higher than the applicable Initial Offering Price for such maturity during the period starting on the Sale Date and ending on the earlier of (i) the close
of the fifth business day after the Sale Date or (ii) the date on which the Underwriter has sold a Substantial Amount of such Hold-the-Price Maturity to the Public at a price that is
no higher than the Initial Offering Price of such Hold-the-Price Maturity (the “Hold-the-Price Restriction”). The Initial Offering Price of the Hold-the-Price Maturities shall be the
issue price for such maturities. The Underwriter shall promptly advise the City when the Participating Underwriters have sold a Substantial Amount of each such Hold-the-Price Maturity
to the Public at a price that is no higher than the applicable Initial Offering Price of such Holdthe-Price Maturity, if that occurs prior to the close of the fifth business day after
the Sale Date. 22 The City acknowledges that, in making the representation set forth in this subparagraph (4), the Underwriter will rely on (A) the agreement of each Participating
Underwriter to comply with the Hold-the-Price Restriction, as set forth in an agreement among underwriters and the related pricing wires, (B) in the event a selling group has been created
in connection with the sale of the Bonds to the Public, the agreement of each dealer who is a member of the selling group to comply with the Hold-the-Price Restriction, as set forth
in a selling group agreement and the related pricing wires, and (C) in the event that a Participating Underwriter is a party to a third-party distribution agreement that was employed
in connection with the sale of the Bonds, the agreement of each such underwriter, dealer or broker-dealer that is a party to such agreement to comply with the Hold-the-Price Restriction,
as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that each Participating Underwriter will be solely liable for its
failure to comply with its agreement regarding the Hold-the-Price Restriction and that no Participating Underwriter will be liable for the failure of any other Participating Underwriter
to comply with its corresponding agreement regarding the Hold-the-Price Restriction as applicable to the Bonds. (v) Agreements Among Participating Underwriters. The Underwriter confirms
that: (1) any agreement among underwriters, any selling group agreement and each third- party distribution agreement to which the Underwriter is a party relating to the initial sale
of the Bonds to the Public, together with related pricing wires, contains or will contain language obligating each Participating Underwriter, each dealer who is a member of any selling
group, and each broker-dealer that is a party to any such thirdparty distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the unsold Bonds
of each maturity allocated to it until it is notified by the Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of
that maturity have been sold to the Public, (B) comply with the Hold-the-Price Restriction, if applicable, in each case if and for so long as directed by the Underwriter and as set
forth in the relating pricing wires and (C) acknowledge that, unless otherwise advised by the Participating Underwriter, the Underwriter will assume that based on such agreement each
order submitted by the underwriter, dealer or broker-dealer is a sale to the Public, and (2) any agreement among underwriters relating to the initial sale of the Bonds to the Public,
together with related pricing wires, contains or will contain language obligating each Participating Underwriter that is a party to a third-party distribution agreement to be employed
in connection with the initial sale of the Bonds to the Public to require each underwriter, dealer or broker-dealer that is a party to such third-party distribution agreement to (A)
report the prices at which it sells to the Public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter or the applicable Participating Underwriter
23 that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds if that maturity have been sold to the Public and (B) comply with the Hold-the-Price
Restriction, if applicable, in each case if and for so long as directed by the Underwriter or the applicable Participating Underwriter and as set forth in the related pricing wires.
(b) Sale to Related Party not a Sale to the Public. The Participating Underwriters acknowledge that sales of any Bonds to any person that is a Related Party to a Participating Underwriter
do not constitute sales to the Public for purposes of this Section. If a Related Party to a Participating Underwriter purchases during the initial offering period all of a Hold-the-Price
Maturity, the related Participating Underwriter will notify the Underwriter and will take steps to confirm in writing that such Related Party will either (i) hold such Bonds for its
own account, without present intention to sell, reoffer or otherwise dispose of such Bonds for at least five business days from the Sale Date, or (ii) comply with the Hold-the-Price
Restriction. 12. Consequences of Termination. If the City shall be unable to satisfy the conditions contained in this Agreement or if the obligations of the Underwriter shall be terminated
for any reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in
Sections 13, 15 and 16 hereof. 13. Costs and Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following
expenses incident to the issuance of the Bonds and performance of the City’s obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the cost of preparation,
printing, and mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements
of the City’s financial advisor and legal counsel, the Trustee’s counsel, Bond Counsel, Developer’s Counsel, and the Trustee relating to the issuance of the Bonds, (iv) the Attorney
General’s review fees, (v) the fees and disbursements of accountants, advisers and any other experts or consultants retained by the City or the Developer, including but not limited
to the fees and expenses of the Administrator, and (vi) the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds
and the performance by the City of its obligations under this Agreement. (b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the
offering of the Bonds; (ii) fees of Underwriter’s Counsel; and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred
by it in connection with its offering and distribution of the Bonds, except as noted in Subsection 13(a) above. (c) The City acknowledges that the Underwriter will pay from the Underwriter’s
fee applicable per bond assessment charged by the Municipal Advisory 24 Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and distribute information relating
to issuing entities of municipal securities. 14. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing
to: City of Anna, Texas, 111 N. Powell Parkway, Anna, Texas 75409, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may
be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp Davenport, Director. 15. Entire Agreement. This Agreement
is made solely for the benefit of the City and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or
by virtue hereof. All of the City’s representations, warranties, and agreements contained in this Agreement shall remain operative and in full force and effect regardless of: (i)
any investigations made by or on behalf of the Underwriter, provided the City shall have no liability with respect to any matter of which the Underwriter has actual knowledge prior
to the purchase of the Bonds; or (ii) delivery of any payment for the Bonds pursuant to this Agreement. The agreements contained in this Section and in Sections 16 and 18 shall survive
any termination of this Agreement. 16. Survival of Representations and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this
Agreement shall survive the execution and delivery of this Agreement, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or
other writing delivered by a party to this Agreement or in connection with the transactions described in by this Agreement constitute representations and warranties by such party under
this Agreement to the extent such statement is set forth as a representation and warranty in the instrument in question. 17. Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
18. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof. 19. State Law Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws
of the State of Texas. 20. No Assignment. The rights and obligations created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written
consent of the other parties hereto. 21. No Personal Liability. None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged
personally by the Underwriter with any liability, or be held liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution,
or because of any breach or attempted or alleged breach of this Agreement. 25 22. Form 1295. Submitted herewith or on a date prior hereto is a completed Form 1295 in connection with
the Underwriter’s participation in the execution of this Agreement generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions
of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter, and
the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Underwriter and the
City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for
the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have
verified such information. 23. Anti-Boycott Verification. The Underwriter hereby verifies that the Underwriter and its parent company, wholly- or majority-owned subsidiaries, and
other affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The
foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal Law. As
used in the foregoing verification, ‘boycott Israel’ means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does
not include an action made for ordinary business purposes. The Underwriter understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with
the Underwriter and exists to make a profit. 24. Iran, Sudan and Foreign Terrorist Organizations. The Underwriter hereby represents that neither the Underwriter nor any of its parent
company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section
2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with
Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal law and excludes the Underwriter and each of its parent company,
wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating
to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Underwriter understands “affiliate” to mean an entity that controls, is controlled
by, or is under common control with the Underwriter and exists to make a profit. [Signatures to follow] 26 S-1 IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above. FMSbonds, Inc., as Underwriter By: Name: Theodore A. Swinarski Title: Senior Vice President – Trading S-2 Accepted at _____
a.m./p.m. central time on the date first stated above. CITY OF ANNA, TEXAS By: Nate Pike, Mayor Schedule I-1 SCHEDULE I $9,400,000 CITY OF ANNA, TEXAS SPECIAL ASSESSMENT
REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) Interest Accrues From: Date of Delivery $752,000 3.250% Term Bonds, Due September
15, 2026, Priced to Yield 3.250% (a) (c) $1,101,000 3.750% Term Bonds, Due September 15, 2031, Priced to Yield 3.750% (a) (c) $2,984,000 4.000% Term Bonds, Due September 15, 2041, Priced
to Yield 4.050% (a) (b) (c) $4,563,000 4.250% Term Bonds, Due September 15, 2051, Priced to Yield 4.250% (a) (b) (c) (a) The initial prices or yields of the Bonds are furnished
by the Underwriter, have been determined in accordance with the “10% test”, and represent the initial offering prices or yields to the public, which may be changed by the Underwriter
at any time. (b) The Bonds maturing on or after September 15, 2041 are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City, on any date
on or after September 15, 2031, at the redemption price of 100% of the principal amount plus accrued interest to the date of redemption as described in the Limited Offering Memorandum
under “DESCRIPTION OF THE BONDS — Redemption Provisions.” (c) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum under
“DESCRIPTION OF THE BONDS — Redemption Provisions.” The Term Bonds are subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installments as
set forth in the following schedule. $752,000 Term Bonds Maturing September 15, 2026 Redemption Date Sinking Fund Installment September 15, 2023 $179,000 September 15, 2024 185,000
September 15, 2025 191,000 September 15, 2026* 197,000 $1,101,000 Term Bonds Maturing September 15, 2031 Redemption Date Sinking Fund Installment September 15, 2027 $204,000 September
15, 2028 212,000 September 15, 2029 220,000 September 15, 2030 228,000 September 15, 2031* 237,000 Schedule I--2 $2,984,000 Term Bonds Maturing September 15, 2041 Redemption Date
Sinking Fund Installment September 15, 2032 $247,000 September 15, 2033 257,000 September 15, 2034 268,000 September 15, 2035 279,000 September 15, 2036 290,000 September 15,
2037 302,000 September 15, 2038 315,000 September 15, 2039 328,000 September 15, 2040 342,000 September 15, 2041* 356,000 $4,563,000 Term Bonds Maturing September 15, 2051 Redemption
Date Sinking Fund Installment September 15, 2042 $372,000 September 15, 2043 388,000 September 15, 2044 405,000 September 15, 2045 424,000 September 15, 2046 443,000 September
15, 2047 463,000 September 15, 2048 483,000 September 15, 2049 505,000 September 15, 2050 528,000 September 15, 2051* 552,000 * Final Maturity A-1 APPENDIX A FORM OF DEVELOPER
LETTER OF REPRESENTATIONS $9,400,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)
DEVELOPER LETTER OF REPRESENTATIONS July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034
Ladies and Gentlemen: Ladies and Gentlemen: This letter is being delivered to the City of Anna, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”), in consideration for your
entering into the Bond Purchase Agreement dated the date hereof (the “Bond Purchase Agreement”) for the sale and purchase of the $9,400,000 “City of Anna, Texas, Special Assessment
Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project)” (the “Bonds”). Pursuant to the Bond Purchase Agreement, the Underwriter has
agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration
for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, the undersigned, MM Anna 325, LLC, a Texas limited liability company (the
“Developer”), makes the representations, warranties, and covenants contained in this Developer Letter of Representations. Unless the context clearly indicates otherwise, each capitalized
term used in this Developer Letter of Representations will have the meaning set forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale
of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the A-2 Underwriter is not acting as a fiduciary of the Developer, but rather
is acting solely in its capacity as Underwriter of the Bonds for its own account. 2. Updating of the Limited Offering Memorandum. If, after the date of this Developer Letter of Representations,
up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the
earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person
from the MSRB, but in no case less than twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Developer becomes aware of any fact or event which might
or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the
Limited Offering Memorandum to comply with law, the Developer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may
from time to time request); however, that for the purposes of this Developer Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase
Agreement, the Developer makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository
Trust Company, New York, New York, or its bookentry-only system and (ii) the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the
captions “THE CITY,” “THE DISTRICT,” “BONDHOLDERS’ RISKS” (except as it pertains to the Developer, the Improvement Area #1 Projects and the Development, as defined in the Limited Offering
Memorandum), “TAX MATTERS,” “LEGAL MATTERS — Litigation — The City,” “CONTINUING DISCLOSURE — The City” and “— The City’s Compliance with Prior Undertakings” and “INFORMATION RELATING
TO THE TRUSTEE.” 3. Developer Documents. The Developer has executed or caused the execution of and delivered each of the below listed documents (individually, a “Developer Document”
and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation
of Developer, enforceable against the Developer in accordance with its terms: (a) this Developer Letter of Representations; (b) that certain Sherley Tract Subdivision Improvement
Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective as of June 9, 2020, as amended by the First Amended Sherley Tract Subdivision Improvement
Agreement effective as of July 14, 2020 (together, the “Development Agreement”); (c) that certain Sherley Tract Public Improvement District No. 2 Improvement Area #1 Reimbursement
Agreement, effective July 27, 2021, and executed and delivered by the City and the Developer (the “Reimbursement Agreement”); A-3 (d) that certain Sherley Tract Public Improvement
District No. 2 Improvement Area #1 Construction, Funding, and Acquisition Agreement between the Developer and the City dated July 27, 2021 (the “CFA Agreement”); (e) the certain Improvement
Area #1 Landowner Agreement dated as of July 27, 2021 executed by the City and the Developer (the “Landowner Agreement”); and (f) that certain Continuing Disclosure Agreement of the
Developer, dated as of June 1, 2021 made by and among the Developer, P3Works, LLC as Administrator and Regions Bank, an Alabama state banking corporation, as dissemination agent. The
Developer has complied in all material respects with all of the Developer’s agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer
under the Developer Documents on or prior to the date hereof. The representations and warranties of the Developer set forth in the Developer Documents are true and correct in all material
respects on and as of the date hereof. 4. Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that:
(a) Due Organization and Existence. The Developer is duly formed and validly existing as a limited liability company under the laws of the State of Texas. (b) Organizational Documents.
The copies of the organizational documents of the Developer provided by the Developer (the “Developer Organizational Documents”) to the City and the Underwriter are fully executed,
true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. (c) No Breach.
The execution and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement,
or other instrument to which Developer is a party. (d) No Litigation. Other than as described in the Preliminary Limited Offering Memorandum, there are no proceedings pending or threatened
in writing before any court or administrative agency against Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect
on the ability of Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development
of the Development in accordance with the description thereof in the Preliminary Limited Offering Memorandum. (e) Information. The information prepared and submitted by the Developer
to the City or the Underwriter in connection with the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true
and correct in all material respects. A-4 (f) Preliminary Limited Offering Memorandum. The Developer represents and warrants that the information set forth in the Preliminary Limited
Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE IMPROVEMENT AREA #1 PROJECTS” “THE DEVELOPMENT,” “THE DEVELOPER” “CONTINUING DISCLOSURE
– The Developer”, and, to the best of the Developer’s knowledge after due inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area
#1 Projects and the Development, as defined in the Limited Offering Memorandum), “LEGAL MATTERS — Litigation — The Developer,” and “SOURCES OF INFORMATION” (only as it pertains to the
Developer) is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The Developer agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained
in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. (g) Events of Default. No “Event of Default” or “event of default”
by the Developer under any of the Developer Documents, any documents to which Developer is a party described in the Preliminary Limited Offering Memorandum, or under any material documents
relating to the financing and construction of the Improvement Area #1 Projects to which the Developer is a party, or event that, with the passage of time or the giving of notice or
both, would constitute such “Event of Default” or “event of default,” by the Developer has occurred and is continuing. 5. Indemnification. (a) The Developer will indemnify and hold
harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become
subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained or incorporated by reference in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions
“PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer,
the Improvement Area #1 Projects, and the Development), “LEGAL MATTERS — Litigation – The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING
DISCLOSURE – The Developer” or any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as
qualified above), or arise out of or are based upon the omission or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the
aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any A-5 reasonable legal
or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. (b) Promptly after receipt by an
indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying
party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice.
In case any such action shall be brought against an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses,
in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not
be liable for any settlement of any such action effected without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff
in any such action, the indemnifying party will indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The
indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Developer or the Underwriter. 6. Survival of Representations,
Warranties and Covenants. All representations, warranties, and agreements in this Developer Letter of Representations will survive regardless of (a) any investigation or any statement
in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Developer Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of
the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Developer Letter of Representations. [Signature page to
follow] A-6 DEVELOPER: MM ANNA 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware
limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its Manager B-1 APPENDIX B $9,400,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT
REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) ISSUE PRICE CERTIFICATE The undersigned, as the duly authorized representative
of FMSbonds, Inc. (the “Purchaser”), hereby certifies with respect to the $9,400,000 City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement
District Neighborhood Improvement Area #1 Project) (“the “Bonds”) issued by the City of Anna, Texas (the “Issuer”), hereby certifies, based on its records and information, as follows:
(a) [Other than the Bonds maturing in ____________ (the “Hold-the-Price Maturities”), the][The first price at which at least ten percent (“Substantial Amount”) of the principal amount
of each maturity of the Bonds having the same credit and payment terms (a “Maturity”) was sold to a person (including an individual, trust, estate, partnership, association, company,
or corporation) other than an Underwriter (the “Public”) is set forth in the final Limited Offering Memorandum relating to the Bonds. (Add (b) and (c) only if there are Hold-the-Price
Maturities) (b) On or before the first day on which there is a binding contract (“Purchase Contract”) in writing for the sale of the Bonds (the “Sale Date”), the Purchaser offered to
the Public each Maturity of the Hold-the-Price Maturities at their respective initial offering prices (the “Initial Offering Prices”), as listed in the final Limited Offering Memorandum
relating to the Bonds. (c) As set forth in the Purchase Contract, the Purchaser agreed in writing to neither offer nor sell any of the Hold-the-Price Maturities to any person at any
higher price than the respective Initial Offering Price for such Hold-the-Price Maturities until a date that is the earlier of the close of the fifth business day after the Sale Date
or the date on which the Purchaser sells a Substantial Amount of a Hold-the-Price Maturities of the Bonds to the Public at no higher price than the Initial Offering Price for such Hold-the-Price
Maturity. A copy of the pricing wire or equivalent communication for the Bonds is attached to this Certificate as Schedule A. For purposes of this Issue Price Certificate, the term
“Underwriter” means (1) (i) a person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public, or (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this paragraph
(including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public) to participate in B-2 the initial
sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph. [Signature
page to follow] B-3 The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the
Federal Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by McCall, Parkhurst & Horton L.L.P. in connection with rendering its
opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal
income tax advice that it may give to the Issuer from time to time relating to the Bonds. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of
law and makes no representation as to the legal sufficiency of the factual matters set forth herein. EXECUTED and DELIVERED this _______________, 2021. FMSbonds, Inc. By:
Name: Title: SCHEDULE A PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) C-1 APPENDIX C [LETTERHEAD OF THE CITY ATTORNEY] July 27, 2021 FMSbonds, Inc. 5
Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas
75201 City of Anna 111 N. Powell Parkway Anna, Texas 75409 $9,400,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT) Ladies and Gentlemen: We are the City Attorney of the City of Anna, Texas (the “City”) and render this opinion in connection with the issuance and sale
of $9,400,000 “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project)” (the “Bonds”), by the
City, a political subdivision of the State of Texas (the “State”). The Bonds are authorized pursuant to Ordinance No. [_________] and enacted by the City Council of the City (the “City
Council”) on July 27, 2021 (the “Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas
Local Government Code, as amended (the “Act”) and the Indenture of Trust dated as of August 1, 2021 (the “Indenture”) by and between the City and Regions Bank as trustee (the “Trustee”).
The Bonds are being sold to FMSbonds, Inc. pursuant to the Bond Purchase Agreement dated July 27, 2021 between the City and FMSbonds, Inc. (the “Bond Purchase Agreement”). This opinion
is being delivered pursuant to Section 9(c) of the Bond Purchase Agreement. Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated
herein. In connection with rendering this opinion, we have reviewed: (a) The Resolution No. [_____] enacted by the City Council on December 8, 2020, (the “Creation Resolution.”); C-2
(b) Ordinance No. [_______] approved by the City Council on July 27, 2021, and the Service and Assessment Plan (the “Service and Assessment Plan”) attached as an exhibit thereto (the
“Assessment Ordinance”); (c) The Bond Ordinance; (d) The Indenture; (e) The Bond Purchase Agreement; (f) That certain Sherley Tract Subdivision Improvement Agreement between the City,
BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna 325, LLC a Texas limited liability company (“the Developer”), effective as of June 9, 2020, as amended by that certain First Amended Sherley
Tract Subdivision Improvement Agreement, effective as of July 14, 2020 (the “Development Agreement”); (g) That certain Continuing Disclosure Agreement of Issuer with respect to the
Bonds, dated as of August 1, 2021 (the “City Continuing Disclosure Agreement”), executed and delivered by the City, P3Works, LLC as “Administrator”, and Regions Bank, as Dissemination
Agent; (h) That certain Improvement Area #1 Landowner Agreement dated as of July 27, 2021, executed and delivered by the Developer and the City (the “Landowner Agreement”); (i)
That certain Sherley Tract No. 2 Public Improvement District Improvement Area #1 Construction, Funding, and Acquisition Agreement between the Developer and the City dated July 27, 2021
(the “CFA Agreement”); (j) Ordinance No. 912-2021 creating Reinvestment Zone Number Three, City of Anna, Texas (“the TIRZ Creation Ordinance”) pursuant to Chapter 311 of the Texas
Tax Code (the “TIRZ Act”) and the Preliminary Project and Financing Plan, dated as of July 13, 2021 (the “TIRZ Project and Finance Plan”). (k) Such other documents, records, agreements
or certificates as we have deemed necessary or appropriate to enable us to render the opinions expressed below. The Creation Resolution, the Assessment Ordinance, the Indenture, the
Bond Ordinance, and the TIRZ Creation Ordinance shall hereinafter be collectively referred to as the “Authorizing Documents” and the remaining documents shall hereinafter be collectively
referred to as the “City Documents.” In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents
submitted to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution and delivery of the City Documents by
all parties other than the City. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that: C-3 1. The
City is a Texas political subdivision and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The
City has taken or obtained all actions, approvals, consents and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the
City Documents and the performance of its obligations thereunder. 2. To the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity,
before or by any court, public board or body, pending, or threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices,
(b) in any way questioning the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the
payment, collection or application of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Assessments in Improvement Area #1 of the
District pursuant to the provisions of the Assessment Ordinance and the Service and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability or
the City’s performance of the City Documents, (e) contesting the exclusion of the interest on the Bonds from federal income taxation, or (f) which may result in any material adverse
change relating to the financial condition of the City. 3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof. 4. The City
Documents have been duly authorized, executed and delivered by the City and are legal, valid and binding obligations of the City enforceable against the City in accordance with their
respective terms. However, the enforceability of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the rights of creditors generally, (b) principles of equity, whether considered at law or in equity, or (c) the application of State law relating
to action by future councils and relating to governmental immunity applicable to governmental entities. 6. No further consent, approval, authorization, or order of any court or governmental
agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the
City Documents (other than those that have been or will be obtained prior to the delivery of the Bonds, including the opinion of the Texas Attorney General). 7. The City has duly authorized
and delivered the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. 8. Based upon my limited participation in the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum (collectively, the “Limited Offering Memorandum”), the statements and information contained in the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum with respect to the City under the captions and subcaptions “ASSESSMENT PROCEDURES – Assessment Methodology” and “ – Assessment Amounts,”
“THE CITY,” “THE DISTRICT,” “THE DEVELOPMENT AGREEMENT,” “LEGAL MATTERS – Litigation – The City,” “CONTINUING DISCLOSURE C-4 – The City” and “– The City’s Compliance with Prior Undertakings”
and “APPENDIX A” are a fair and accurate summary of the laws and the documents and facts summarized therein. 9. The adoption of the Authorizing Documents, the execution and delivery
of the City Documents and the compliance with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of my knowledge:
(a) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which
it is bound, and (b) do not and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation,
constitutional provision, court order or consent decree to which the City is subject. This opinion may not be relied upon by any other person except those specifically addressed in
this letter. Very truly yours, ______________________ CITY ATTORNEY D-1 APPENDIX D [LETTERHEAD OF MIKLOS CINCLAIR] July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna,
Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Wolfe, Tidwell & McCoy, LLP 2591 Dallas
Parkway, Suite 300 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201 Winstead PC 2728 N. Harwood Street Dallas, Texas 75201 $9,400,000
CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) Ladies & Gentlemen: We have acted as
special counsel to MM Anna 325, LLC, a Texas limited liability company (the “Developer”) in connection with the issuance and sale by the City of Anna, Texas (the “City”), of $9,400,000
City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project) (the “Bonds”), pursuant to the Indenture
of Trust dated as of August 1, 2021 (the “Indenture”), by and between the City and Regions Bank, as trustee (the “Trustee”). Proceeds from the sale of the Bonds will be used, in part,
to fund certain public infrastructure improvements in the Development (as defined in the Limited Offering Memorandum) located in the City. The Bonds are being sold by FMSbonds, Inc.
(the “Underwriter”), pursuant to that certain Bond Purchase Agreement dated July 27, 2021 (the “Bond Purchase Agreement”), by and between the City and the Underwriter. All capitalized
terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. D-2 In our capacity as special counsel to the Developer, and for
purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents (collectively,
the “Material Documents”): (1) the Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective as of June 9, 2020,
as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement, effective as of July 14, 2020; (2) the Sherley Tract Public Improvement District No. 2 Improvement
Area #1 Reimbursement Agreement between the Developer and the City dated July 27, 2021; (3) the Sherley Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding,
and Acquisition Agreement between the Developer and the City dated July 27, 2021; (4) the Improvement Area #1 Landowner Agreement dated as of July 27, 2021 executed by the City and
the Developer; (5) the Continuing Disclosure Agreement of Developer dated as of August 1, 2021 among the Developer, P3Works, LLC, as Administrator and Regions Bank, as Dissemination
Agent; and (6) the Developer Letter of Representations dated as of July 27, 2021; (b) General Certificate of the Developer and the Closing Certificate of the Developer, each dated
as of the date hereof (together, the “Developer Certificate”); (c) The Preliminary Limited Offering Memorandum, dated July 19, 2021, as supplemented July 27, 2021, relating to the issuance
of the Bonds (the “Preliminary Limited Offering Memorandum”); (d) The final Limited Offering Memorandum, dated July 27, 2021, relating to the issuance of the Bonds (collectively with
the Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”); and (e) Such other documents, records, agreements, and certificates of the Developer as we have deemed
necessary or appropriate to render the opinions expressed below. In basing the opinions and other matters set forth herein on “our knowledge,” the words “our knowledge” signify that,
in the course of our representation of the Developer, the principal attorneys in this firm involved in the current actual transaction do not have actual knowledge or actual notice that
any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied are not accurate and complete. Except
as otherwise stated herein, we have undertaken no independent investigation or certification of such matters. The words “our knowledge” and similar language used herein are intended
to be limited to the knowledge of the attorneys within our firm who have worked on the matters contemplated by our representation as special counsel. D-3 In rendering the opinions
set forth herein, we have assumed, without independent investigation (other than the Developer), that: (i) the due authorization, execution, and delivery of each of the documents referred
to in this opinion letter by all parties thereto and that each such document constitutes a valid, binding, and enforceable obligation of each party thereto, (ii) all of the parties
to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority (corporate, limited liability company,
partnership or other) and legal right to execute, deliver, and perform its obligations under such documents (except to the extent set forth in our opinions set forth herein regarding
valid existence and power and authority of the Developer to execute, deliver, and perform its obligations under the Material Documents), (iii) each certificate from governmental officials
reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv) the legal capacity of all natural persons, (v) the genuineness of
all signatures (other than those of the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all documents submitted to us as originals, (vii) the
conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative, or other action of any governmental
authority of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (ix) that the execution and delivery by each party of, and performance
of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such party under any agreements, contracts or instruments to which
such party is a party to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party. In addition, we have assumed that the Material Documents
accurately reflect the complete understanding of the parties with respect to the transactions contemplated thereby and the rights and obligations of the parties thereunder. We have
also assumed that the terms and conditions of the transaction as reflected in the Material Documents have not been amended, modified or supplemented, directly or indirectly, by any
other agreement or understanding of the parties or waiver of any of the material provisions of the Material Documents. We assume that none of the parties to the Material Documents (other
than the Developer) is a party to any court or regulatory proceeding relating to or otherwise affecting the Material Documents or is subject to any order, writ, injunction or decree
of any court or federal, state or local governmental agency or commission that would prohibit the execution and delivery of the Material Documents, or the consummation of the transactions
therein contemplated in the manner therein provided, or impair the validity or enforceability thereof. We assume that each of the parties to the Material Documents (other than Developer)
has full authority to close this transaction in accordance with the terms and provisions of the Material Documents. We assume that neither the Underwriter nor the City nor their respective
counsel has any current actual knowledge of any facts not known to us or any law or judicial decision which would make the opinions set forth herein incorrect, and that no party upon
whom we have relied for purposes of this opinion letter has perpetrated a fraud. We have only been engaged by our clients in connection with the Material Documents (and the transactions
contemplated in the Material Documents) and do not represent these clients generally. Opinions and Assurances D-4 Based solely upon the foregoing, and subject to the assumptions and
limitations set forth herein, we are of the opinion that: 1. The execution and delivery by the Developer of the Material Documents and the performance by the Developer of its obligations
under the Material Documents will not (i) violate any applicable law; or (ii) conflict with or result in the breach of any court decree or order of any governmental body identified
in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion binding upon or affecting
the Developer, the conflict with which or breach of which would have a material, adverse effect on the ability of the Developer to perform its obligations under the Material Documents
to which it is a party. 2. To our knowledge, no governmental approval which has not been obtained or taken is required to be obtained or taken by the Developer on or before the date
hereof as a condition to the performance by the Developer of its obligations under the Material Documents to which it is a party, except for governmental approvals that may be required
to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable laws). 3. The Developer has duly executed and
delivered each of the Material Documents to which it is a party, and each of the Material Documents constitute the legal, valid, and binding obligations of the Developer, enforceable
against the Developer in accordance with their respective terms, subject to the following qualifications: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting the rights of creditors generally, (ii) the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied
by a court of law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein may be limited, in whole or in part. The execution, delivery, and
performance by the Developer of its obligations under the Material Documents do not violate any existing laws of the State of Texas applicable to the Developer. 4. To our knowledge
after reasonable inquiry, there are no actions, suits or proceedings pending or threatened against the Developer identified in the Developer Certificate or otherwise actually known
to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any governmental instrumentality
with respect to the validity or enforceability against it of such Material Documents or the transactions described therein. 5. The execution and delivery of the Material Documents do
not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not, conflict with or constitute
a breach of or default under any loan agreement, Indenture, bond note, resolution, agreement or other instrument to which the Developer is a party or is otherwise subject and which
have been identified in the Developer Certificate which violation, breach or default would materially adversely affect the Developer or its performance of its obligations under the
transactions described in the Material Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge,
or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described in the Material Documents (a) under
applicable law D-5 or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument. 6. The information set forth in the Limited Offering Memorandum
under the captions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it
pertains to the Developer, the Improvement Area #1 Projects, and the Development, as defined in the Limited Offering Memorandum),” “LEGAL MATTERS — Litigation — The Developer,” “SOURCES
OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING DISCLOSURE – The Developer,” adequately and fairly describe the information summarized under such captions and
are correct as to matters of law. 7. Subject to the below qualifications and based upon our participation in the preparation of the Limited Offering Memorandum and our participation
at conferences with representatives of the Underwriter and its counsel, of the City and its counsel, and with representatives of the Developer and its lawyers, at which the Limited
Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Limited Offering Memorandum and are not passing upon and
do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum and any amendment or supplement thereto, no
facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph as of the date of the Limited Offering
Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading. Qualifications In addition to any assumptions, qualifications and other
matters set forth elsewhere herein, the opinions set forth above are subject to the following assumptions and qualifications: (a) We have not examined any court dockets, agency files
or other public records regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions, proceedings, investigations or litigation. (b) We have relied
upon the Developer Certificate, as well as the representations of the Developer contained in the Material Documents, with respect to certain facts material to our opinion. Except as
otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations contained therein. (c) Our opinion
delivered pursuant to Section 3 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors’
rights generally and to the effect of general principles of equity, including (without limitation) remedies of specific performance and injunctive relief and concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). D-6 (d) Except for the Material Documents, we have not reviewed,
and express no opinion as to, any other contracts or agreements to which the Developer is a party or by which the Developer is or may be bound. (e) The opinions expressed herein are
based upon and limited to the applicable laws of the State of Texas and the laws of the United States of America, excluding the principles of conflicts of laws thereof, as in effect
as of the date hereof, and our knowledge of the facts relevant to such opinions on such date. In this regard, we note that we are members of the Bar of the State of Texas, we do not
express any opinion herein as to matters governed by the laws of any other jurisdiction, except the United States of America, we do not purport to be experts in any other laws and we
can accept no responsibility for the applicability or effect of any such laws. In addition, we assume no obligation to supplement the opinions expressed herein if any applicable laws
change after the date hereof, or if we become aware of any facts or circumstances that affect the opinions expressed herein. (f) This letter is strictly limited to the matters expressly
set forth herein and no statements or opinions should be inferred beyond such matters. (g) Notwithstanding anything contained herein to the contrary, we express no opinion whatsoever
concerning the status of title to any real or personal property. (h) The opinions expressed herein regarding the enforceability of the Material Documents are subject to the qualification
that certain of the remedial, waiver or other provisions thereof may not be enforceable; but such unenforceability will not, in our judgment, render the Material Documents invalid as
a whole or substantially interfere with the practical realization of the principal legal benefits provided in the Material Documents, except to the extent of any economic consequences
of any procedural delays which may result therefrom. (i) The opinion expressed herein as to the enforceability of the Material Documents is specifically subject to the qualification
that enforceability of the Material Documents is limited by the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966, as amended; (ii) principles of
equity, public policy and unconscionability which may limit the availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation, probate,
conservatorship and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; and (iv) requirements of due process under the United States Constitution,
the Constitution of the State of Texas and other laws or court decisions limiting the rights of creditors to repossess, foreclose or otherwise realize upon the property of a debtor
without appropriate notice or hearing or both. (j) We express no opinion as to whether a court would grant specific performance or any other equitable remedy with respect to the enforcement
of the Material Documents. (k) We express no opinion as to the validity, binding effect, or enforceability of: (i) provisions which purport to waive rights or notices, including rights
to trial by jury, counterclaims or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, waivers of defenses or the benefits of statutes of limitations, marshaling
of assets, the transferability of any assets which by their nature are nontransferable, sales in inverse order of alienation, or severance; (iii) provisions purporting to waive the
benefits of present or of future D-7 laws relating to exemptions, appraisement, valuation, stay of execution, redemption, extension of time for payment, setoff and similar debtor protection
laws; or (iv) provisions requiring a party to pay fees and expenses regardless of the circumstances giving rise to such fees or expenses or the reasonableness thereof. (l) The opinions
expressed herein are subject to the effect of generally applicable rules of law that provide that forum selection clauses in contracts are not necessarily binding on the court(s) in
the forum selected. (m) We express no opinion as to the enforceability of any provisions in the Material Documents purporting to entitle a party to indemnification in respect of any
matters arising in whole or in part by reason of any negligent, illegal or wrongful act or omission of such party. This opinion is furnished to those parties addressed in this letter
solely in connection with the transactions, for the purposes and on the terms described above and may not be relied upon for any other purpose or by any other person in any manner or
for any purpose. Very truly yours, Miklos Cinclair, PLLC By: __________________________ Name: Robert Miklos Its: Member and Director E-1 APPENDIX E CLOSING CERTIFICATE
OF DEVELOPER MM Anna 325, LLC, a Texas limited liability company (the “Developer”) DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined
herein shall have the meaning given to such term in the Limited Offering Memorandum. 1. The Developer is a limited liability company organized, validly existing and in good standing
under the laws of the State of Texas. 2. Representatives of the Developer have provided information to the City of Anna, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”)
to be used in connection with the offering by the City of its $9,400,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement
District Improvement Area #1 Project) (the “Bonds”), pursuant to the City’s Preliminary Limited Offering Memorandum, dated July 19, 2021, as supplemented July 27, 2021, and Limited
Offering Memorandum dated July 27, 2021 (together, the “Limited Offering Memorandum”). 3. The Developer has delivered to the Underwriter and the City true, correct, complete and fully
executed copies of the Developer’s organizational documents, and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. 4. The
Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State and (ii) verification of franchise tax account status from the
Texas Comptroller of Public Accounts for the Developer. 5. The Developer has executed or caused the execution of, and delivered each of the below listed documents (individually, a
“Developer Document” and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid
and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) that certain Developer Letter of Representations dated July 27, 2021; (b)
that certain “Sherley Tract Subdivision Improvement Agreement” between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective as of June 9, 2020, as amended by that
certain First Amended Sherley Tract Subdivision Improvement Agreement effective as of July 14, 2020; (c) that certain “Sherley Tract Public Improvement District No. 2 Improvement Area
#1 Construction, Funding, and Acquisition Agreement” between the Developer and the City dated July 27, 2021; (d) that certain “Sherley Tract Public Improvement District No. 2 Improvement
Area #1 Reimbursement Agreement” between the Developer and the City dated July 27, 2021; E-2 (e) the “Improvement Area #1 Landowner Agreement” dated as of July 27, 2021 executed
by the City and the Developer; and (f) that certain Continuing Disclosure Agreement of the Developer, dated as of August 1, 2021 made by and among the Developer, Regions Bank as dissemination
agent and P3Works, LLC, as Administrator. 6. The Developer has complied in all material respects with all of the Developer’s agreements and covenants and satisfied all conditions required
to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. 7. The representations and warranties of the Developer contained in the
Developer Documents are true and correct in all material respects as if made on the date thereof. 8. The execution and delivery of the Developer Documents by Developer does not violate
any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which Developer is a party. To the Developer’s knowledge,
after due inquiry, there are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that is either not covered by insurance
or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects
or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with the description thereof in the Limited Offering Memorandum. 9. The
Developer has reviewed and approved the information contained in the Limited Offering Memorandum under the captions “PLAN OF FINANCE – Development Plan and Plan of Finance,” “THE IMPROVEMENT
AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area #1 Projects, and the Development), “LEGAL MATTERS
— Litigation — The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING DISCLOSURE – The Developer”, and certifies that the same does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they
are made, not misleading respecting such Developer and the portion of the Development owned by such Developer, provided, however, that the foregoing certification is not a certification
as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum. 10. The Developer is in compliance in all material respects
with all provisions of applicable law in all material respects relating to the Developer in connection with the Development. Except as otherwise described in the Limited Offering Memorandum:
(a) there is no default of any zoning condition, land use permit or development agreement binding upon the Developer or any portion of the Development that would materially and adversely
affect the Developer’s ability to complete or cause to be completed the development of such portion of the Development as described in the Limited Offering Memorandum; and (b) we have
no reason to believe that any additional permits, consents and licenses required to complete the Development E-3 as and in the manner described in the Limited Offering Memorandum
will not be reasonably obtainable in due course. 11. The Developer is not insolvent and has not made an assignment for the benefit of creditors, filed or consented to a petition in
bankruptcy, petitioned or applied (or consented to any third party petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced
any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. 12. The levy of the Assessments
(as defined in the Limited Offering Memorandum) on property in Improvement Area #1 of the District owned by Developer will not conflict with or constitute a breach of or default under
any agreement, indenture or other instrument to which the Developer is a party or to which the Developer or any of its property or assets is subject. 13. The Developer is not in default
under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the
development of the Development. 14. The Developer has no knowledge of any physical condition of the Development owned or to be developed by the Developer that currently requires, or
currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state or local governmental laws or regulations
relating to the environment in any material and adverse respect. Dated: ___________________, 2021 [Signature page to follow] E-1 DEVELOPER: MM ANNA 325, LLC, a Texas limited
liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ____________________________
__ Name: Mehrdad Moayedi Its Manager [Signature page of Closing Certificate of Developer] F-1 APPENDIX F [LETTERHEAD OF INTEGRA REALTY RESOURCES] August 16, 2021
City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite
900 Dallas, Texas 75201 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Winstead PC 2728 N. Harwood St., Ste 500 Dallas, Texas 75201 Re: City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project) (the “Bonds”) Ladies and Gentlemen: The undersigned, ________________,
appraiser of the property contained in Improvement Area #1 of the Sherley Tract Public Improvement District No. 2 (the “District”), does hereby represent the following: 1. On behalf
of Integra Realty Resources DFW, I have supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated July 19, 2021, as supplemented July
27, 2021, and the Limited Offering Memorandum for the Bonds, dated on or about July 27, 2021 (together, the “Limited Offering Memorandum”), relating to the issuance of the Bonds by
the City of Anna, Texas, as described above. The information I have provided is the real estate appraisal of the property in Improvement Area #1 of the District, located in APPENDIX
E to the Limited Offering Memorandum, and the description thereof, set forth under the caption “APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #1 OF THE DISTRICT — The Appraisal”. 2.
To the best of my professional knowledge and belief, as of the date of my appraisal report, the portion of the Limited Offering Memorandum described above does not contain an untrue
statement of a material fact as to the information and data set forth therein, and does not omit to state a material fact necessary to make the statements made therein, in the light
of the circumstances under which they were made, not misleading. 3. I agree to the inclusion of the Appraisal in the Limited Offering Memorandum and the use of the name of my firm in
the Limited Offering Memorandum for the Bonds. F-2 4. I agree that, to the best of my ability, I will inform you immediately should I learn of any event(s) or information of which
you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about August 16, 2021) which would render any
such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in any material fact or render any statement in the appraisal materially misleading. 5. The undersigned
hereby represents that he has been duly authorized to execute this letter of representations. Sincerely yours, INTEGRA REALTY RESOURCES - DFW By: Its: G-1 APPENDIX G [LETTERHEAD
OF ADMINISTRATOR] August 16, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 McCall, Parkhurst &
Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Winstead PC 2728 N. Harwood St., Ste 500 Dallas, Texas
75201 Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project) (the “Bonds”) Ladies and
Gentlemen: The undersigned, an authorized representative of P3Works, LLC (“P3Works”), consultant in connection with the creation by the City of Anna, Texas (the “City”), of the Sherley
Tract Public Improvement District No. 2 (the “District”), does hereby represent the following: 1. P3Works has supplied certain information contained in the Preliminary Limited Offering
Memorandum, dated July 19, 2021, as supplemented July 27, 2021 (the “Preliminary Limited Offering Memorandum”), and the final Limited Offering Memorandum, dated on or about July 27,
2021 (together with the Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”), both in connection with the Bonds, relating to the issuance of the Bonds by the
City, as described above. The information P3Works provided for the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is located (a) under the captions “ASSESSMENT
PROCEDURES — Assessment Methodology” and “— Assessment Amounts”, “OVERLAPPING TAXES AND DEBT,” and “THE ADMINISTRATOR,” and (b) in the Service and Assessment Plan (the “SAP”) for the
City located in APPENDIX B to the Limited Offering Memorandum. 2. To our professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain
an untrue statement of a material fact as to the information and data set forth therein, and do not omit to state a material fact necessary to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. G-2 3. We agree to the inclusion of the SAP in the Preliminary Limited Offering Memorandum and the Limited
Offering Memorandum and to the use of the name of our firm in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum for the Bonds. 4. We agree that, to the
best of our ability, we will inform you immediately should we learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the
actual time of delivery of the Bonds (anticipated to occur on or about August 16, 2021) which would render any such information in the Limited Offering Memorandum untrue, incomplete,
or incorrect, in any material fact or render any such information materially misleading. 5. The undersigned hereby represents that he or she has been duly authorized to execute this
letter of representation. Sincerely yours, P3WORKS, INC. By: Its: C-1 EXHIBIT C CONTINUING DISCLOSURE AGREEMENT CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS,
SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER This Continuing Disclosure Agreement of the Issuer
dated as of August 1, 2021 (this “Disclosure Agreement”) is executed and delivered by and between the City of Anna, Texas (the “Issuer”), P3Works, LLC (the “Administrator”), and Regions
Bank, an Alabama state banking corporation (the “Dissemination Agent”) with respect to the Issuer’s “Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement
District No. 2 Improvement Area #1 Project)” (the “Bonds”). The Issuer and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This
Disclosure Agreement is being executed and delivered by the Issuer and the Dissemination Agent for the benefit of the Owners (defined below) and beneficial owners of the Bonds. Unless
and until a different filing location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the Dissemination Agent pursuant to this Agreement shall
be filed with the MSRB through EMMA (defined below). SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture of Trust dated as of August 1, 2021,
relating to the Bonds (the “Indenture”), which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms
shall have the following meanings: “Administrator” shall mean, initially, P3Works, LLC, or thereafter any the employee or designee of the Issuer who shall have the responsibilities
provided in the District’s Service and Assessment Plan, or any other agreement or document approved by the Issuer related to the duties and responsibilities of the administration of
the District. “Affiliate” shall have the meaning assigned to such term in the Disclosure Agreement of the Developer. “Annual Collection Costs” shall have the meaning assigned to such
term in the Service and Assessment Plan. “Annual Financial Information” shall mean annual financial information as such term is specified in Section 4(a) of this Disclosure Agreement.
“Annual Installment(s)” shall have the meaning assigned to such term in the Indenture. “Annual Issuer Report” shall mean any Annual Issuer Report provided by the Issuer pursuant to,
and as described in, Sections 3 and 4(a) of this Disclosure Agreement. “Assessments” shall have the meaning assigned to such term in the Indenture. “Business Day” shall mean any day
other than a Saturday, Sunday or legal holiday in the State of Texas observed as such by the Issuer or the Trustee. 2 “Developer” shall mean MM Anna 325, LLC, a Texas limited liability
company, including any Affiliate of the Developer and its successors and assigns. “Disclosure Agreement of the Developer” shall mean the Continuing Disclosure Agreement of the Developer
dated as of August 1, 2021 executed and delivered by the Developer, the Administrator and Regions Bank, as Dissemination Agent. “Disclosure Representative” shall mean the Finance Director
of the Issuer or his or her designee, or such other officer or employee as the Issuer, may designate in writing to the Dissemination Agent from time to time. “Dissemination Agent” shall
mean Regions Bank, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation. “District”
shall mean Sherley Tract Public Improvement District No. 2 within the City of Anna, Texas. “EMMA” shall mean the Electronic Municipal Market Access System available on the internet
at http://emma.msrb.org. “Fiscal Year” shall mean the calendar year from October 1 through September 30. “Listed Events” shall mean any of the events listed in Section 5(a) of this
Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. “Outstanding”
shall have the meaning given to it in the Indenture. “Owner” shall mean the registered owner of any Bonds. “Underwriter” shall mean FMSbonds, Inc., and its successors and assigns.
“Prepayment” shall mean the payment of all or a portion of an Assessment before the due date thereof. Amounts received at the time of a Prepayment which represent a principal, interest
or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment.
“Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. “SEC” shall mean the United States Securities
and Exchange Commission. “Service and Assessment Plan” shall have the meaning assigned to such term in the Indenture. 3 “Trust Estate” shall have the meaning assigned to such term
in the Indenture. “Trustee” shall mean Regions Bank, or any successor trustee pursuant to the Indenture. SECTION 3. Provision of Annual Issuer Reports. (a) The Issuer shall cause and
hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other form required by the MSRB, commencing with the Fiscal Year ending September
30, 2021, an Annual Issuer Report provided to the Dissemination Agent which is consistent with the requirements of and within the time periods specified in Section 4 of this Disclosure
Agreement. In each case, the Annual Issuer Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information
as provided in Section 4 of this Disclosure Agreement. If the Issuer’s Fiscal Year changes, it shall file notice of such change (and of the date of the new Fiscal Year) with the MSRB
prior to the next date by which the Issuer otherwise would be required to provide the Annual Issuer Report pursuant to this paragraph. All documents provided to the MSRB shall be accompanied
by identifying information as prescribed by the MSRB. Not later than ten (10) days prior to the date specified in Section 4 of this Disclosure Agreement for providing the Annual Issuer
Report to the MSRB, the Issuer shall provide the Annual Issuer Report to the Dissemination Agent and direct the Dissemination Agent in writing to provide such Annual Issuer Report to
the MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer. If by the fifth (5th) day before the filing date required under Section 4 of this
Disclosure Agreement, the Dissemination Agent has not received a copy of the Annual Issuer Report, the Dissemination Agent may contact the Disclosure Representative by telephone and
in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide Annual Issuer Report pursuant to this subsection (a). Upon such reminder, the Disclosure Representative
shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business Days prior to the filing date required under Section
4 of this Disclosure Agreement; or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer Report within the time required under
this Disclosure Agreement, state the date by which the Annual Issuer Report for such year will be provided and instruct the Dissemination Agent to immediately send a notice to the MSRB
in substantially the form attached as Exhibit A; provided, however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the
Dissemination Agent is hereby authorized and directed to file the Annual Issuer Report or the notice of failure to file, as applicable, to the MSRB, no later than six months after the
end of each Fiscal Year; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent is
hereby authorized and directed to file a notice of failure to file no later than on the last Business Day of the six month period after the end of the Fiscal Year. (b) The Issuer shall
or shall cause the Dissemination Agent to: (i) determine the filing address or other filing location of the MSRB each year prior to filing the Annual Issuer Report on the date required
in subsection (a); 4 (ii) file the Annual Issuer Report containing or incorporating by reference the information set forth in Section 4(a) hereof; and (iii) if the Issuer has provided
the Dissemination Agent with the completed Annual Issuer Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then upon the Issuer’s written request,
the Dissemination Agent shall file a report with the Issuer certifying that the Annual Issuer Report has been provided pursuant to this Disclosure Agreement, stating the date it was
provided and that it was filed with the MSRB. SECTION 4. Content and Timing of Annual Issuer Reports; Audited Financial Statements. (a) The Annual Issuer Report for the Bonds shall
contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file, at Issuer’s written direction, the following: Within
six months after the end of each Fiscal Year the following Annual Financial Information (any or all of which may be unaudited): (i) Tables setting forth the following information,
as of the end of such Fiscal Year: (A) For the Bonds, the maturity date or dates, the interest rate or rates, the original aggregate principal amount and principal amount remaining
Outstanding; (B) The amounts in the funds and accounts securing the Bonds; and (C) The assets and liabilities of the Trust Estate. (ii) The principal and interest paid on the Bonds
during the most recent Fiscal Year and the minimum scheduled principal and interest required to be paid on the Bonds in the next Fiscal Year. (iii) Any changes to the land use designation
for the property in Improvement Area #1 of the District from the purposes identified in the Service and Assessment Plan. (iv) Updates to the information in the Service and Assessment
Plan as most recently amended or supplemented (a “SAP Update”), including any changes to the methodology for levying the Assessments in Improvement Area #1 of the District. (v) The
aggregate taxable assessed valuation for parcels or lots within Improvement Area #1 of the District based on the most recent certified tax roll available to the Issuer. (vi) With respect
to single-family residential lots, until building permits have been issued for parcels or lots representing, in the aggregate, 95% of the total Assessments levied within Improvement
Area #1 of the District, such SAP Update shall include the following: 5 (A) the number of new homes completed in Improvement Area #1 of the District during such Fiscal Year; and
(B) the aggregate number of new homes completed within Improvement Area #1 of the District since filing the initial Annual Issuer Report for Fiscal Year ended September 30, 2021. (vii)
Listing of any property or property owners in Improvement Area #1 of the District representing more than five percent (5%) of the levy of Assessments, the amount of the levy of Assessments
against such landowners, and the percentage of such Assessments relative to the entire levy of Assessments within Improvement Area #1 of the District, all as of the October 1 billing
date for the Fiscal Year. (viii) Collection and delinquency history of the Assessments within Improvement Area #1 of the District for the past five Fiscal Years, in the following format:
Collection and Delinquent History of Assessments Collected in Fiscal Year Ending 9/30 Assessment Billed Parcels Levied Delinquent Amount as of 3/1 Delinquent Percentage as of 3/1
Delinquent Amount as of 9/1 Delinquent Percentage as of 9/1 Total Assessments Collected(1) 20__ $ — — $ (1) Collected as of _________, 20__. Includes $___________ attributable
to Prepayments. (ix) For each calendar year, if the total amount of Annual Installments that are delinquent as of September 1 in such calendar year is equal to or greater than ten
(10%) of the total amount of Annual Installments due in such calendar year, a list of parcel numbers for which the Annual Installments are delinquent. (x) Total amount of Prepayments
collected, as of the February 15 of the calendar year immediately succeeding such Fiscal Year, in each case with respect to the most recent billing period (generally, October 1 of the
preceding calendar year through January 31 of the current calendar year). (xi) The amount of delinquent Assessments by Fiscal Year: (A) which are subject to institution of foreclosure
proceedings (but as to which such proceedings have not been instituted); (B) which are currently subject to foreclosure proceedings which have not been concluded; (C) which have
been reduced to judgment but not collected; (D) which have been reduced to judgment and collected; and 6 (E) the result of any foreclosure sales of assessed property within Improvement
Area #1 of the District if the assessed property represents more than one percent (1%) of the total amount of Assessments. (xii) A description of any amendment to this Disclosure Agreement
and a copy of any restatements to the Issuer’s audited financial statements during such Fiscal Year. See Exhibit B hereto for a form for submitting the information set forth in the
preceding paragraphs. The Issuer has designated P3Works, LLC as the initial Administrator. The Administrator, and if no Administrator is designated, Issuer’s staff, shall prepare the
Annual Financial Information. (b) The Issuer shall provide annually to the MSRB through its EMMA, within twelve (12) months after the end of each Fiscal Year ending on or after September
30, 2021, audited financial statements of the Issuer. If the audit of such financial statements are not complete within such period, the Issuer shall provide unaudited financial statements
for the applicable Fiscal Year within such twelve-month period to the MSRB through EMMA, and audited financial statements to the MSRB through EMMA when the audit report on such statements
becomes available. (c) Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which
have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. The Issuer
shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, each of the following
is a Listed Event with respect to the Bonds: 1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves
reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure
to perform. 6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices
or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds. 7. Modifications to rights of Owners, if material. 8.
Bond calls, if material. 7 9. Defeasances. 10. Release, substitution, or sale of property securing repayment of the Bonds, if material. 11. Rating changes. 12. Bankruptcy, insolvency,
receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or substantially all of the assets of
the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee under the Indenture or the change of name of a trustee, if material.
15. Incurrence of a financial obligation of the obligated person, if material, or agreements to covenants, events of default, remedies, priority rights, or other similar terms of a
financial obligation of the obligated person, any of which affect security holders if material. 16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. For these purposes, any event described in in the immediately
preceding paragraph (12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding
under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially
all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of the Issuer. For these purposes, “financial obligation” means (i) a debt obligation; (ii) derivative
instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or(ii). The term “financial
obligation” shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. Whenever
the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent
to file a notice of such occurrence with the MSRB. Following receipt of such with written direction the Dissemination Agent shall file such within ten (10) Business Days of the occurrence
of such Listed Event; provided that the Dissemination Agent shall not be liable for the filing of notice of any Listed Event more than ten (10) Business Days after the occurrence of
such Listed Event if notice of such 8 Listed Event is received from the Issuer more than ten (10) Business Days after the occurrence of such Listed Event. Additionally, the Issuer
shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide annual audited financial statements or Annual Financial Information as required under this Disclosure
Agreement. Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer
for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information (which date
shall not be more than ten (10) Business Days after the occurrence of the Listed Event or failure to file). In all cases, the Issuer shall have the sole responsibility for the content,
design and other elements comprising substantive contents of all disclosures. In addition, the Issuer shall have the sole responsibility to ensure that any notice required to be filed
under this Section 5 is filed within ten (10) Business Days of the occurrence of the Listed Event. (b) The Dissemination Agent and the Administrator shall, within one (1) Business Day
of obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative in writing of such Listed Event. The Dissemination
Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written instructions from the Disclosure Representative
to do so. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the the Administrator or the Dissemination
Agent. It is agreed and understood that the Dissemination Agent and the Administrator have agreed to give the foregoing notice to the Issuer as an accommodation to assist it in monitoring
the occurrence of such event, but are under no obligation to investigate whether any such event has occurred. As used above, “actual knowledge” means the actual fact or statement of
knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent or the Administrator be liable in damages or in tort to the Issuer
or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such notice in a timely fashion. (c) If in response
to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8, 10, 13, 14 or 15 of subparagraph (a) above is not material
under applicable federal securities laws, the Issuer shall promptly notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct
the Dissemination Agent not to report the occurrence pursuant to subsection (d). (d) If the Dissemination Agent has been instructed in writing by the Issuer to report the occurrence
of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with the MSRB (which date shall not be more than ten (10) Business Days after the occurrence
of the Listed Event or failure to file). SECTION 6. Termination of Reporting Obligations. The obligations of the Issuer and the Dissemination Agent under this Disclosure Agreement
shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person 9 with respect to the Bonds,
or upon delivery by the Disclosure Representative to the Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer
required. So long as any of the Bonds remain Outstanding, the Dissemination Agent may assume that the Issuer is an obligated person with respect to the Bonds until it receives written
notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent may conclusively rely upon
such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written notice. If such termination occurs prior to the
final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect to the Bonds under Section 5(a). SECTION 7. Dissemination
Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent,
the Issuer shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall be Regions Bank SECTION 8. Amendment; Waiver. Notwithstanding any other provisions
of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to
any amendment so requested by the Issuer), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or
waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change
in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into
account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking
into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds
in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially
impair the interests of the Owners or beneficial owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe
such amendment in the next related Annual Issuer Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type
(or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates
to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a),
and (ii) the Annual Issuer Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, 10 in quantitative form) between
the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. No amendment which adversely
affects the Dissemination Agent may be made without its prior written consent (which consent will not be unreasonably withheld or delayed). SECTION 9. Additional Information. Nothing
in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement
or any other means of communication, or including any other information in any Annual Issuer Report or notice of occurrence of a Listed Event, in addition to that which is required
by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Issuer Report or notice of occurrence of a Listed Event in addition to that which is specifically
required by this Disclosure Agreement, the Issuer shall have no obligation (and the Dissemination Agent shall incur no liability or obligation) under this Disclosure Agreement to update
such information or include it in any future Annual Issuer Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply
with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of the Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall,
upon being indemnified to its satisfaction as provided in the Indenture), or any Owner or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to
cause the Issuer, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default
under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement
shall be an action for mandamus or specific performance. A default under this Disclosure Agreement by the Issuer shall not be deemed a default under the Disclosure Agreement of Developer
by the Developer, and a default under the Disclosure Agreement of the Developer by the Developer shall not be deemed a default under this Disclosure Agreement by the Issuer. SECTION
11. Duties, Immunities and Liabilities of Dissemination Agent and the Administrator. (a) The Dissemination Agent shall not have any duty with respect to the content of any disclosures
made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be
read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to hold harmless the Dissemination Agent, its officers,
directors, employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property owners in Improvement Area #1 of the District, against
any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct; provided, however, that nothing
herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from information provided to the Dissemination Agent
by the Developer or the failure of the Developer to provide information to the Dissemination Agent as and when required under the Disclosure Agreement of Developer. The obligations
of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed
to mean or to imply that the Dissemination Agent is an “obligated person” under the Rule. The Dissemination Agent is not acting 11 in a fiduciary capacity in connection with the
performance of its respective obligations hereunder. The fact that the Dissemination Agent may have a banking or other business relationship with the Issuer or any person with whom
the Issuer contracts in connection with the transaction described in the Indenture, apart from the relationship created by the Indenture or this Disclosure Agreement, shall not be construed
to mean that the Dissemination Agent has actual knowledge of any event described in Section 5 above, except as may be provided by written notice to the Dissemination Agent pursuant
to this Disclosure Agreement. The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question
or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the Dissemination Agent shall not incur any liability and shall be fully protected
in acting in good faith upon the advice of such legal counsel. (b) The Administrator shall not have any responsibility for the (1) accuracy of any information provided by third parties
or the Issuer for the disclosures made pursuant to the terms hereof, or (2) the untimeliness of any information provided by third parties or the Issuer for the disclosures made pursuant
to the terms hereof, except where such untimeliness is attributable to the actions or inactions of the Administrator. The Administrator shall have only such duties as are specifically
set forth in Sections 3 and 4 of this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Administrator. To the extent permitted
by law, the Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Assessments
collected from the property owners in the District, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability resulting from information provided to the Administrator by the Issuer,
but excluding liabilities due to the Administrator’s negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the
Administrator for losses, expenses or liabilities arising from information provided to the Administrator by third parties or the Developer, or the failure of any third party or the
Developer to provide information to the Administrator as and when required under this Agreement. The obligations of the Issuer under this Section shall survive resignation or removal
of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Administrator is an “obligated person” under
the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Administrator shall not in any event
incur any liability with respect to any action taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and to have been
signed or presented by the proper party or parties. The Administrator may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy,
or question or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the Administrator shall not incur any liability and shall be fully
protected in acting in good faith upon the advice of such legal counsel. (c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR OR THE ISSUER BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES 12 RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, THE ADMINISTRATOR OR THE DISSEMINATION
AGENT, RESPECTIVELY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT
OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. NEITHER THE DISSEMINATION AGENT NOR THE ADMINISTRATOR ARE UNDER ANY
OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION. SECTION 12. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer or Dissemination Agent
contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future council members, officer, agent or employee of
the Issuer or Dissemination Agent in other than that person's official capacity. SECTION 13. Severability. In case any section or provision of this Disclosure Agreement, or any covenant,
stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal
or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement,
act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation,
agreement, act or action, or part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal
or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section,
provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to
the full extent permitted by law. SECTION 14. Sovereign Immunity. The Dissemination Agent agrees that nothing in this Disclosure Agreement shall constitute or be construed as a waiver
of the Issuer’s sovereign or governmental immunities regarding liability or suit. SECTION 15. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer,
the Underwriter, the Dissemination Agent and the Owners and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nothing
in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws. SECTION 16. Dissemination
Agent Compensation. The fees and expenses incurred by the Dissemination Agent for its services rendered in accordance with this Disclosure Agreement constitute Annual Collection
Costs and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent,
but only with funds to be provided from Assessments collected from the property owners in Improvement Area #1 of the District, for its fees and expenses for the Dissemination Agent’s
services rendered in accordance with this Disclosure Agreement. 13 SECTION 17. Assessment Timeline. The basic expected timeline for the collection of Assessments and the anticipated
procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit C which is intended to illustrate the general procedures expected to be followed in enforcing
the payment of delinquent Assessments. SECTION 18. Anti-Boycott Verification. The Dissemination Agent hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries,
and other affiliates, if any, do not boycott Israel and, to the extent this Disclosure Agreement is a contract for goods or services, will not boycott Israel during the term of this
Disclosure Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable
Federal law. As used in the foregoing verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended
to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory,
but does not include an action made for ordinary business purposes. The Dissemination Agent understands “affiliate” to mean an entity that controls, is controlled by, or is under common
control with the Dissemination Agent and exists to make a profit. SECTION 19. Iran, Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government
Code, the Dissemination Agent represents that neither the Dissemination Agent, nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Dissemination
Agent is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted
on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf,
or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent
such Section does not contravene applicable state or federal law and excludes the Dissemination Agent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates
of the Dissemination Agent, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any state
or federal sanctions regime relating to a foreign terrorist organization. The Dissemination Agent understands “affiliate” to mean any entity that controls, is controlled by, or is
under common control with the Dissemination Agent and exists to make a profit. SECTION 20. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Texas.
SECTION 21. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument. [remainder of page left blank intentionally] SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT S-1 CITY OF ANNA, TEXAS By: Mayor SIGNATURE
PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT S-2 REGIONS BANK (as Dissemination Agent) By: Authorized Officer SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT S-3
P3WORKS, LLC (as Administrator) By: Name: Title: A-1 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE ANNUAL ISSUER REPORT Name of Issuer: City of
Anna, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project) CUSIP Nos. [insert CUSIP
NOs.] Date of Delivery: ______________, 20__ NOTICE IS HEREBY GIVEN that the City of Anna, Texas, has not provided [an Annual Issuer Report][annual audited financial statements] with
respect to the above-named bonds as required by the Continuing Disclosure Agreement of Issuer dated [INDENTURE DATE], 2021, between the Issuer and Regions Bank, as “Dissemination Agent.”
The Issuer anticipates that [the Annual Issuer Report][annual audited financial statements] will be filed by ________________. Dated: _________________ Regions Bank (as Dissemination
Agent) By: Title: cc: City of Anna Texas B-1 EXHIBIT B CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO.
2 IMPROVEMENT AREA #1 PROJECT) ANNUAL ISSUER REPORT* Delivery Date: __________, 20__ CUSIP NOSs: [insert CUSIP NOs.] BONDS OUTSTANDING CUSIP Number Maturity Date Interest
Rate Original Principal Amount Outstanding Principal Amount Outstanding Interest Amount INVESTMENTS Fund/ Account Name Investment Description Par Value Book Value
Market Value _________________________ *Excluding Audited Financial Statements of the Issuer ASSETS AND LIABILITIES OF PLEDGED TRUST ESTATE Bonds (Principal Balance) ___________________
Funds and Accounts [list] ___________________ TOTAL ASSETS ___________________ LIABILITIES Outstanding Bond Principal ___________________ Outstanding Program Expenses (if any)
___________________ TOTAL LIABILITIES ___________________ B-2 EQUITY Assets Less Liabilities ___________________ Value to Debt Ratio ___________________ Form of Accounting
Cash Accrual Modified Accrual ITEMS REQUIRED BY SECTIONS 4(a)(ii) – (vii) [Insert a line item] SECTION 4(a)(viii) COLLECTION AND DELINQUENCY HISTORY OF THE ASSESSMENTS WITHIN THE
DISTRICT FOR THE PAST FIVE FISCAL YEARS, IN THE FOLLOWING FORMAT: Collection and Delinquent History of Assessments Collected in Fiscal Year Ending 9/30 Assessment Billed Parcels
Levied Delinquent Amount as of 3/1 Delinquent Percentage as of 3/1 Delinquent Amount as of 9/1 Delinquent Percentage as of 9/1 Total Assessments Collected(1) $ — — $ (1) Collected
as of _________, 20_. Includes $___________ attributable to Prepayments. ITEMS REQUIRED BY SECTIONS 4(a)(ix) – (xii) OF THE CONTINUING DISCLOSURE AGREEMENT OF ISSUER RELATING TO
THE CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021, (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) [Insert a line item for each applicable
listing] C-1 EXHIBIT C BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES1 Date Delinquency Clock (Days) Activity January 31 Annual Installments of
Assessments are due. February 1 1 Annual Installments of Assessments Delinquent if not received. February 15 15 Issuer forwards payment to Trustee for all collections received as of
February 15, along with detailed breakdown. Subsequent payments and relevant details will follow monthly thereafter. Issuer and/or Administrator should be aware of actual and specific
delinquencies. Issuer and/or Administrator should be aware if Reserve Fund needs to be utilized for debt service payments on March 1. If there is to be a shortfall, the Trustee and
Dissemination Agent should be immediately notified. Issuer and/or Administrator should also be aware if, based on collections, there will be a shortfall for September payment. Issuer
and/or Administrator should determine if previously collected surplus funds, if any, plus actual collections will be fully adequate for debt service in March and September. At this
point, if total delinquencies are under 5% and if there is adequate funding for March and September payments, no further action is anticipated for collection of Annual Installments
of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate designee, will begin process to cure deficiency. For properties delinquent
by more than one year or if the delinquency exceeds $10,000 the matter will be referred for commencement of foreclosure. If there are over 5% delinquencies or if there is 1 Illustrates anticipated
dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments, which dates and procedures are subject to adjustment by the Issuer. C-2 inadequate
funding in the Pledged Revenue Fund for transfer to the Principal and Interest Account of such amounts as shall be required for the full March and September payments, the collection-foreclosure
procedure will proceed against all delinquent properties. March 15 43/44 Trustee pays bond interest payments to bondholders. Reserve Fund payment to Bond Fund may be required if Assessments
are below approximately 50% collection rate. Issuer, or the Trustee, on behalf of the Issuer, to notify Dissemination Agent of the occurrence of draw on the Reserve Fund and, following
receipt of such notice, Dissemination Agent to notify MSRB of such draw on the Fund for debt service. Use of Reserve Fund for debt service payment should trigger commencement of foreclosure
on delinquent properties. Issuer determines whether or not any Annual Installments of Assessments are delinquent and, if such delinquencies exist, the Issuer commences as soon as practicable
appropriate and legally permissible actions to obtain such delinquent Annual Installments of Assessments. March 20 47/48 Issuer and/or Administrator to notify Dissemination Agent for
disclosure to MSRB of all delinquencies. If any property owner with ownership of property responsible for more than $10,000 of the Annual Installments of Assessments is delinquent or
if a total of delinquencies is over 5%, or if it is expected that Reserve Fund moneys will need to be utilized for either the March or September bond payments, the Disclosure Representative
shall work with City Attorney's office, or the appropriate designee, to satisfy payment of all delinquent Annual Installments of Assessments. April 15 74/75 Preliminary Foreclosure
activity commences, and Issuer to notify Dissemination Agent of the commencement of preliminary foreclosure activity. C-3 If Dissemination Agent has not received Foreclosure Schedule
and Plan of Collections, Dissemination Agent to request same from the Issuer. May 1 89/90 If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of
Collections, and if instructed by the bondholders under Section 11.2 of the Indenture, Dissemination Agent requests that the Issuer commence foreclosure or provide plan for collection.
May 15 103/104 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent for dissemination to
those bondholders who have requested to be notified of collections progress. The goal for the foreclosure actions is a filing by no later than June 1 (day 120/121). June 1 120/121 Foreclosure
action to be filed with the court. June 15 134/135 Issuer notifies Trustee and Dissemination Agent of Foreclosure filing status. Dissemination Agent notifies bondholders. July 1 150/151
If bondholders and Dissemination Agent have not been notified of a foreclosure action, Dissemination Agent will notify the Issuer that it is appropriate to file action. A committee
of not less than 25% of the Owners may request a meeting with the City Manager, Assistant City Manager or the Finance Director to discuss the Issuer’s actions in pursuing the repayment
of any delinquencies. This would also occur after day 30 if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed 5%, Owners may also request a meeting
with the Issuer at any time to discuss the Issuer’s plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the foreclosure process,
the Owners may seek an action for mandamus or specific performance to direct the Issuer to pursue the collections of delinquent Annual Installments of Assessments. D-1 EXHIBIT D
LANDOWNER AGREEMENT IMPROVEMENT AREA #1 LANDOWNER AGREEMENT This IMPROVEMENT AREA #1 LANDOWNER AGREEMENT (the “Agreement”), is entered into as of July 27, 2021, between the City
of Anna, Texas (the “City”), a home-rule municipality of the State of Texas (the “State”), and MM Anna 325, LLC, a Texas limited liability company (the “Landowner”). RECITALS: WHEREAS,
capitalized terms used but not defined herein shall have the meanings given to them in the Service and Assessment Plan (as defined herein); and WHEREAS, Landowner owns the Improvement
Area #1 Assessed Property described by a metes and bounds description attached as Exhibit I to this Agreement and which is incorporated herein for all purposes, comprising all of the
non-exempt, privately-owned land described in Exhibit I (the “Landowner’s Parcel”) which is located within Improvement Area #1 of the Sherley Tract Public Improvement District No. 2
(the “District”) in the extraterritorial jurisdiction of the City; and WHEREAS, the City Council has adopted an assessment ordinance (including all exhibits and attachments thereto,
the “Assessment Ordinance”) for the Improvement Area #1 Projects and the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan (as updated and amended, the “Service
and Assessment Plan”) and which is incorporated herein for all purposes, and has levied an assessment on the Improvement Area #1 Assessed Property in Improvement Area #1 of the District
that will be pledged as the security for payment of bonds or other obligations to be issued for the purpose of paying certain infrastructure improvements and to pay the costs of constructing
the Improvement Area #1 Projects; and WHEREAS, the Declaration of Covenants, Conditions and Restrictions attached to this Agreement as Exhibit II and which are incorporated herein
for all purposes includes the statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located
in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended (the “PID Act”), to the purchaser. NOW, THEREFORE, for and in consideration
of the mutual promises, covenants, obligations and benefits hereinafter set forth, the City and the Landowner hereby contract, covenant and agree as follows: APPROVAL OF AGREEMENTS
Affirmation of Recitals. The findings set forth in the Recitals of this Agreement are hereby incorporated as the official findings of the City Council. I. AGREEMENTS OF LANDOWNER
A. Affirmation and Acceptance of Agreements and Findings of Benefit. Landowner hereby ratifies, confirms, accepts, agrees to, and approves: (i) the creation and boundaries of
the District, the boundaries of the Landowner’s Parcel, which are located within the District, and the location and development of the Improvement Area #1 Projects on the Landowner’s
Parcel and on the property within the District; (ii) the determinations and findings as to the benefits by the City Council in the Service and Assessment Plan and the Assessment Ordinance;
and (iii) the Assessment Ordinance and the Service and Assessment Plan. B. Acceptance and Approval of Improvement Area #1 Assessments and Lien on Property. Landowner consents to, agrees
to, acknowledges and accepts the following: (i) the Assessments levied on Improvement Area #1 of the District (the “Improvement Area #1 Assessments”) as shown on the Improvement Area
#1 Assessment Roll; (ii) the Improvement Area #1 Projects specially benefit Improvement Area #1 of the District, and the Landowner’s Parcel, in an amount at least equal to the Improvement
Area #1 Assessment levied on the Improvement Area #1 Assessed Property within Improvement Area #1 of the District, as such Improvement Area #1 Assessment is shown on the Improvement
Area #1 Assessment Roll; (iii) each Improvement Area #1 Assessment is final, conclusive and binding upon Landowner and any subsequent owner of any of the Improvement Area #1 Assessed
Property, regardless of whether such landowner may be required to prepay a portion of, or the entirety of, such Improvement Area #1 Assessment upon the occurrence of a mandatory prepayment
event as provided in the Service and Assessment Plan; (iv) the obligation to pay the Improvement Area #1 Assessment levied on the Improvement Area #1 Assessed Property owned by the
Landowner and any subsequent owner of any of the Improvement Area #1 Assessed Property when due and in the amount required by and stated in the Service and Assessment Plan and the Assessment
Ordinance; (v) each Improvement Area #1 Assessment or reassessment, with interest, the expense of collection, and reasonable attorney’s fees, if incurred, is a first and prior lien
against the Parcels within the Improvement Area #1 Assessed Property, superior to all other liens and monetary claims except liens or monetary claims for state, county, school district,
or municipal ad valorem taxes, and is a personal liability of and charge against the owner of any Improvement Area #1 Assessed Property regardless of whether such owner is named;
(vi) the Improvement Area #1 Assessment lien on the Improvement Area #1 Assessed Property is a lien and covenant that runs with the land and is effective from the date of the Assessment
Ordinance and continues until the Improvement Area #1 Assessment is paid and may be enforced by the governing body of the City in the same manner that an ad valorem tax lien against
real property may be enforced by the City; (vii) delinquent installments of the Improvement Area #1 Assessment shall incur and accrue interest, penalties, and attorney’s fees as provided
in the PID Act; (viii) the owner of any Improvement Area #1 Assessed Property may pay at any time the entire Improvement Area #1 Assessment, with interest that has accrued on the Improvement
Area #1 Assessment, on any parcel in the Improvement Area #1 Assessed Property; (ix) the Annual Installments of the Improvement Area #1 Assessments may be adjusted, decreased and extended;
and, the Landowner and any subsequent owner of any Improvement Area #1 Assessed Property shall be obligated to pay their respective revised amounts of the Annual Installments, when
due, and without the necessity of further action, Improvement Area #1 Assessments or reassessments by the City, the same as though they were expressly set forth herein; and (x) Landowner
has received, or hereby waives, all notices required to be provided to it under Texas law, including the PID Act, prior to the Effective Date (defined herein). C. Mandatory Prepayment
of Improvement Area #1 Assessments. Landowner agrees and acknowledges that Landowner or subsequent landowners may have an obligation to prepay an Improvement Area #1 Assessment upon
the occurrence of a mandatory prepayment event, at the sole discretion of the City and as provided in the Service and Assessment Plan, as amended or updated. D. Notice of Assessments.
Landowner further agrees as follows: (i) the Declaration of Covenants, Conditions and Restrictions in the form attached hereto as Exhibit II shall be terms, conditions and provisions
running with the Landowner’s Parcel and shall be recorded (the contents of which shall be consistent with the Assessment Ordinance and the Service and Assessment Plan as reasonably
determined by the City), in the records of the County Clerk of Collin County, as a lien and encumbrance against such Improvement Area #1 Assessed Property, and Landowner hereby authorizes
the City to so record such documents against the Improvement Area #1 Assessed Property owned by Landowner; (ii) in the event of any subdivision, sale, transfer or other conveyance
by the Landowner of the right, title or interest of the Landowner in the Landowner’s Parcel or any part thereof, the Landowner’s Parcel, or any such part thereof, shall continue to
be bound by all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions and any purchaser, transferee or other subsequent owner shall take
such Improvement Area #1 Assessed Property or portion thereof, subject to all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions;
and (iii) Landowner shall comply with, and shall contractually obligate (and, upon the City’s request, promptly provide written evidence of such contractual provisions to the City)
any party who purchases any Improvement Area #1 Assessed Property owned by Landowner, or any portion thereof, for the purpose of constructing residential properties that are eligible
for “homestead” designations under State law, to comply with, the Homebuyer Education Program described on Exhibit III to this Agreement. Such compliance obligation shall terminate
as to each Lot if, and when, (i) a final certificate of occupancy for a residential unit on such Lot is issued by the City, and (ii) there is a sale of a Lot to an individual homebuyer,
it being the intent of the undersigned that the Homebuyer Education Program shall apply only to a commercial builder who is in the business of constructing and/or selling residences
to individual home buyers (a “Builder”) but not to subsequent sales of such residence and Lot by an individual home buyer after the initial sale by a Builder. Notwithstanding the provisions
of this Section, upon the Landowner’s request and the City’s consent, in the City’s sole and absolute discretion, the Declaration of Covenants, Conditions and Restrictions may be included
with other written restrictions running with the land on property within Improvement Area #1 of the District, provided they contain all the material provisions and provide the same
material notice to prospective property owners as does the document attached as Exhibit II. . II. OWNERSHIP AND CONSTRUCTION OF IMPROVEMENT AREA #1 PROJECTS A. Ownership and Transfer
of Improvement Area #1 Projects. Landowner acknowledges that the Improvement Area #1 Projects and the land (or easements, as applicable) needed therefor shall be owned by the City
as constructed and/or conveyed to the City and Landowner will execute such conveyances and/or dedications of public rights of way and easements as may be reasonably required to evidence
such ownership, as generally described on the current plats of the property within the District. B. Grant of Easement and License, Construction of Improvement Area #1 Projects.
(i) Any subsequent owner of the Landowner’s Parcel shall, upon the request of the City or Landowner, grant and convey to the City or Landowner and its contractors, materialmen and workmen
a temporary license and/or easement, as appropriate, to construct the Improvement Area #1 Projects on the property within the District, to stage on the property within the District
construction trailers, building materials and equipment to be used in connection with such construction of the Improvement Area #1 Projects and to provide for passage and use over and
across parts of the property within the District as shall be reasonably necessary during the construction of the Improvement Area #1 Projects. Any subsequent owner of the Landowner’s
Parcel may require that each contractor constructing the Improvement Area #1 Projects cause such owner of any of the Landowner’s Parcel to be indemnified and/or named as an additional
insured under liability insurance reasonably acceptable to such owner of the Landowner’s Parcel. The right to use and enjoy any easement and license provided above shall continue until
the construction of the Improvement Area #1 Projects is complete; provided, however, any such license or easement shall automatically terminate upon the recording of the final plat
for the Landowner’s Parcel in the real property records of Collin County, Texas. (ii) Landowner hereby agrees that any right or condition imposed by the Sherley Tract Subdivision Improvement
Agreement between the City, MM Anna 325, LLC, and BFB ANA 40 Acres, LLC effective as of June 9, 2020, as amended by that First Amended Sherley Tract Subdivision Improvement Agreement
effective as of July 14, 2020, and as may be amended (the “Development Agreement”), or other agreement, with respect to the Improvement Area #1 Assessments has been satisfied, and that
Landowner shall not have any rights or remedies against the City under the Development Agreement or under any law or principles of equity concerning the Improvement Area #1 Assessments,
with respect to the formation of the District, approval of the Service and Assessment Plan and the City’s levy and collection of the Improvement Area #1 Assessments. III. COVENANTS
AND WARRANTIES; MISCELLANEOUS A. Special Covenants and Warranties of Landowner. Landowner represents and warrants to the City as follows: (i) Landowner is duly organized, validly
existing and, as applicable, in good standing under the laws of the state of its organization and has the full right, power and authority to enter into this Agreement, and to perform
all the obligations required to be performed by Landowner hereunder. (ii) This Agreement has been duly and validly executed and delivered by, and on behalf of, Landowner and, assuming
the due authorization, execution and delivery thereof by and on behalf of the City and the Landowner, constitutes a valid, binding and enforceable obligation of such party enforceable
in accordance with its terms. This representation and warranty is qualified to the extent the enforceability of this Agreement may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general. (iii) Neither the execution and delivery hereof, nor the taking
of any actions contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration,
termination or cancellation of any obligation under, any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which Landowner is
a party, or by which Landowner or Landowner’s Parcel is otherwise bound. (iv) Landowner is, subject to all matters of record in the Collin County, Texas Real Property Records, the sole
owner of the Landowner’s Parcel. (v) The Landowner’s Parcel owned by Landowner is not subject to, or encumbered by, any covenant, lien, encumbrance or agreement which would prohibit
(i) the creation of the District, (ii) the levy of the Improvement Area #1 Assessments and the priority of the lien related to the Improvement Area #1 Assessments as described in this
Agreement, or (iii) the construction of the Improvement Area #1 Projects on property within Improvement Area #1 of the District which are to be owned by the City, as generally described
on the current plats of the property within the District (or, if subject to any such prohibition, the approval or consent of all necessary parties thereto has been obtained). (vi) Landowner
covenants and agrees to execute any and all documents necessary, appropriate or incidental to the purposes of this Agreement, as long as such documents are consistent with this Agreement
and do not create additional liability of any type to, or reduce the rights of, such Landowner by virtue of execution thereof. B. Waiver of Claims Concerning Improvement Area #1 Projects.
The Landowner, with full knowledge of the provisions, and the rights thereof pursuant to such provisions, of applicable law, waives any claims against the City and its successors,
assigns and agents, pertaining to the installation of the Improvement Area #1 Projects. C. Notices. Any notice or other communication to be given to the City or Landowner under this
Agreement shall be given by delivering the same in writing to: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With
a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn:
Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, TX 75201 To the Landowner: MM Anna 325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers
Branch, Texas 75234 With a copy to: Miklos Cinclair, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any notice sent under
this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially
the same time as such electronic or facsimile transmission, or personally delivered to an officer of the recipient at the address set forth herein. Each recipient may change its address
by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this provision shall be deemed to be given when so mailed, any notice so
sent by electronic or facsimile transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed
to be given when receipted for, or actually received by, the addressee. D. Parties in Interest. This Agreement is made solely for the benefit of the City and the Landowner and is
not assignable, except, in the case of Landowner, in connection with the sale or disposition of all or substantially all of the parcels which constitute the Landowner’s Parcel. However,
the parties expressly agree and acknowledge that the City, the Landowner, each current owner of any parcel which constitutes the Landowner’s Parcel, and the holders of or trustee for
any bonds secured by Improvement Area #1 Assessment revenues of the City or any part thereof to finance the costs of the Improvement Area #1 Projects, are express beneficiaries of this
Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the parties hereto. This Agreement shall be recorded in the real
property records of Collin County, Texas. E. Amendments. This Agreement may be amended only by written instrument executed by the City and the Landowner. No termination or amendment
shall be effective until a written instrument setting forth the terms thereof has been executed by the then-current owners of the property within the District and recorded in the Real
Property Records of Collin County, Texas. F. Effective Date. This Agreement shall become and be effective upon the date of final execution by the latter of the City and the Landowner
(the “Effective Date”) and shall be valid and enforceable on said date and thereafter. G. Estoppels. Within ten (10) days after written request from a party hereto, the other party
shall provide a written certification, indicating whether this Agreement remains in effect as to the Improvement Area #1 Assessed Property, and whether any party is then in default
hereunder. H. Termination. This Agreement shall terminate and be of no further force and effect as to the Improvement Area #1 Assessed Property upon payment in full of the Improvement
Area #1 Assessment(s) against such Improvement Area #1 Assessed Property. I. Anti-Boycott Verification. The Landowner hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this
Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law.
As used in the foregoing verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does
not include an action made for ordinary business purposes. The Landowner understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with
the Landowner and exists to make a profit. J. Iran, Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Landowner represents
that neither the Landowner, nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Landowner is a company identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s
internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-lis
t.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal
law and excludes the Landowner gent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Landowner, if any, that the United States government
has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist organization.
The Landowner understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Landowner and exists to make a profit. [Signature pages
to follow] EXECUTED by the City and Landowner on the Effective Date. Date: ___________________ CITY OF ANNA, TEXAS By: ________________________________ Nate Pike, Mayor
STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the _____ day of July, 2021 by Nate Pike, Mayor of the City of Anna, Texas on behalf
of said City. Notary Public, State of Texas (SEAL) Name printed or typed Commission Expires: [Signature Page Landowner Agreement] LANDOWNER Date:
___________________ MM Anna 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager
By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager
STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _____ day of July, 2021 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager
of MMM Ventures, LLC, as Manager of MM Anna 325, LLC, a Texas limited liability company, on behalf of said company. ___________________________________ Notary Public, State of Texas
[Signature Page Landowner Agreement] LANDOWNER AGREEMENT - EXHIBIT I METES AND BOUNDS DESCRIPTION OF LANDOWNER’S PARCEL TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN
THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY,
ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLI
C RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM
ANNA 325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 1
2" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET;
N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS OF 830.00
FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT
; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET;
N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS OF
1190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.
21 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET; S 12° 15' 52" E, 4.77 FEET
TO THE NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE FOLLOWING BEARINGS AND DISTAN
CES: N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1
310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31 FEET;
S 89° 05' 29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 FEET, TH
ROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGH
T; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02 FEET;
N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL
ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET;
N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 01° 24' 53", HAVING A RADIUS OF 810.00
FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E, 10.60 FEET; N 01° 44' 03" E, 20.00 FEET;
S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72 FEET; N 75° 20' 06" E, 60.71 FEET;
N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 49.81 FEET; N 58° 06' 52" E, 47.94 FEET; N 57° 16' 20" E, 6
6.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG
CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE
LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85 FEET; N 59° 42' 35" E, 120.15 FEE
T TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WH
ICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET; N 24° 51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET;
N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET; S 24° 45' 54" W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC
DISTANCE OF 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05° 31' 37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET;
S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83 FEET; S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH
33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC D
ISTANCE OF 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNIN
G OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING
OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48'
59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL ANGLE OF 03° 06' 19", HAVI
NG A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE
TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191
.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADI
US OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457
SQUARE FEET OR 65.070 ACRES MORE OR LESS; TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER
105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND
DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESC
RIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNT
Y, TEXAS (P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING
BEARINGS AND DISTANCES: S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTA
NCES: S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS O
F 1860.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET;
N 64° 05' 47" W, 100.01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THR
OUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RI
GHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85 FEET;
S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00
FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; S 55° 47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET;
S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET;
S 89° 15' 16" W, 160.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33 FEET;
N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET;
N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING; THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES MORE OR LESS.
LANDOWNER AGREEMENT - EXHIBIT II DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as it may be amended from time
to time, this “Declaration”) is made as of July 27, 2021 by MM Anna 325, LLC a Texas limited liability company (the “Landowner”). RECITALS: A. The Landowner holds record title to
that portion of the real property located in Collin County, Texas, which is described in the attached Exhibit I (the “Landowner’s Parcel”) located within the Sherley Tract Public Improvement
District No. 2. B. The City Council of the City of Anna (the “City Council”) upon a petition requesting the establishment of a public improvement district covering the property within
the District to be known as the Sherley Tract Public Improvement District No. 2 (the “District”) by the then record owners taxable real property representing more than fifty percent
(50%) of the appraised value of the real property liable for assessment (as determined by the most recent certified appraisal roll for Collin County) in the area requested to be included
in the District and the record owners of taxable real property that constitute more than fifty percent (50 %) of all of the area of all taxable real property that are liable for assessment
within the area requested to be included in the District, created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government
Code, as amended (the “PID Act”). C. The City Council has adopted an assessment ordinance to levy assessments for certain public improvements (including all exhibits and attachments
thereto, the “Assessment Ordinance”) and the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan included as an exhibit to the Assessment Ordinance (as amended
from time to time, the “Service and Assessment Plan”), and has levied the assessments (the “Assessments”) on property in Improvement Area #1 (as defined in the Service and Assessment
Plan) of the District. D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located
in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended, to the purchaser, is incorporated into this Declaration. DECLARATIONS:
NOW, THEREFORE, the Landowner hereby declares that the Landowner’s Parcel is and shall be subject to, and hereby imposes on the Landowner’s Parcel, the following covenants, conditions
and restrictions: 1. Acceptance and Approval of Assessments and Lien on Property: (a) Landowner accepts each Assessment levied on the Landowner’s Parcel owned by such Landowner.
(b) The Assessment (including any reassessment, the expense of collection, and reasonable attorney’s fees, if incurred) is (a) a first and prior lien (the “Assessment Lien”) against
the property assessed, superior to all other liens or claims except for liens or claims for state, county, school district or municipality ad valorem property taxes whether now or hereafter
payable, and (b) a personal liability of and charge against the owners of the property to the extent of their ownership regardless of whether the owners are named. The Assessment Lien
is effective from the date of the Assessment Ordinance until the Assessments are paid and may be enforced by the City in the same manner as an ad valorem property tax levied against
real property that may be enforced by the City. The owner of any assessed property may pay, at any time, the entire Assessment levied against any such property. Foreclosure of an
ad valorem property tax lien on property within Improvement Area #1 of the District will not extinguish the Assessment or any unpaid but not yet due Annual Installments (as defined
in the Service and Assessment Plan) of the Assessment, and will not accelerate the due date for any unpaid and not yet due Annual Installments of the Assessment. It is the clear intention
of all parties to this Declaration, that the Assessments, including any Annual Installments of the Assessments (as such Annual Installments may be adjusted, decreased or extended),
are covenants that run with the Landowner’s Parcel and specifically binds the Landowner, its successors and assigns. In the event of delinquency in the payment of any Annual Installment
of the Assessment, the City is empowered to order institution of an action in district court to foreclose the related Assessment Lien, to enforce personal liability against the owner
of the real property for the Assessment, or both. In such action the real property subject to the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such
delinquent property taxes and Assessment, plus penalties, interest and costs of collection. 2. Landowner or any subsequent owner of the Landowner’s Parcel waives: (a) any and all defects,
irregularities, illegalities or deficiencies in the proceedings establishing the District and levying and collecting the Assessments or the annual installments of the Assessments; (b)
any and all notices and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the levy
of Assessments by the City Council concerning the Assessments; (c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance
by the City Council; (d) any and all actions and defenses against the adoption or amendment of the Service and Assessment Plan, the City’s finding of a ‘special benefit’ pursuant
to the PID Act and the Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment
Plan or to any of the previous proceedings connected therewith which occurred prior to, or upon, the City Council’s levy of the Assessments. 3. Amendments: This Declaration may be
terminated or amended only by a document duly executed and acknowledged by the then-current owner(s) of the Landowner’s Parcel and the City. No such termination or amendment shall
be effective until a written instrument setting forth the terms thereof has been executed by the parties by whom approval is required as set forth above and recorded in the Real Property
Records of Collin County, Texas. 4. Third Party Beneficiary: The City is a third-party beneficiary to this Declaration and may enforce the terms hereof. 5. Notice to Subsequent Purchasers:
Upon the sale of a dwelling unit within the District, the purchaser of such property shall be provided a written notice that reads substantially similar to the following: TEXAS PROPERTY
CODE SECTION 5.014 NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT ASSESSMENT TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS CONCERNING THE PROPERTY AT [Street Address] As the purchaser
of this parcel of real property, you are obligated to pay an assessment to the City of Anna, Texas, for improvement projects undertaken by a public improvement district under Chapter
372 of the Texas Local Government Code, as amended. The assessment may be due in periodic installments. The amount of the assessment against your property may be paid in full at any
time together with interest to the date of payment. If you do not pay the assessment in full, it will be due and payable in annual installments (including interest and collection costs).
More information concerning the amount of the assessment and the due dates of that assessment may be obtained from the City of Anna, 101 S. Powell Parkway, Anna, Texas 75409. Your
failure to pay the assessment or the annual installments could result in a lien on and in the foreclosure of your property. Signature of Purchaser(s) ___________________________ Date:
___________________ The seller shall deliver this notice to the purchaser before the effective date of an executory contract binding the purchaser to purchase the property. The notice
may be given separately, as part of the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. If the notice is included as part of the
executory contract or another notice, the title of the notice prescribed by this section, the references to the street address and date in the notice, and the purchaser’s signature
on the notice may be omitted. EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written. MM Anna 325, LLC, a Texas limited
liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company
Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS § § COUNTY OF DALLAS § This instrument
was acknowledged before me on the _____ day of July, 2021 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager of MMM Ventures, LLC, as Manager of MM Anna 325, LLC, a Texas limited
liability company, on behalf of said company. ___________________________________ Notary Public, State of Texas LANDOWNER AGREEMENT - EXHIBIT III HOMEBUYER EDUCATION PROGRAM
As used in this Exhibit III, the recorded Notice of the Authorization and Establishment of the Sherley Tract Public Improvement District No. 2 and the Declaration of Covenants, Conditions
and Restrictions in Exhibit II of this Agreement are referred to as the “Recorded Notices.” 1. Any Landowner who is a Builder shall attach the Recorded Notices and the final Improvement
Area #1 Assessment Roll for such Improvement Area #1 Assessed Property (or if the Improvement Area #1 Assessment Roll is not available for such Improvement Area #1 Assessed Property,
then a schedule showing the maximum 30 year payment for such Improvement Area #1 Assessed Property) as an addendum to any residential homebuyer’s contract. 2. Any Landowner who is a
Builder shall provide evidence of compliance with Paragraph 1 above, signed by such residential homebuyer, to the City upon the City’s request. 3. Any Landowner who is a Builder shall
prominently display signage in its model homes, if any, substantially in the form of the Recorded Notices. 4. If prepared and provided by the City, any Landowner who is a Builder shall
distribute informational brochures about the existence and effect of the District in prospective homebuyer sales packets. 5. Any Landowner who is a Builder shall include Assessments
in estimated property taxes, if such Builder estimates monthly ownership costs for prospective homebuyers. E-1 EXHIBIT E CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT SHERLEY TRACT PID NO. 2 I
A #1 CFA Page 1 SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT This SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT
NO. 2 IMPROVEMENT AREA #1 CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT (this “Agreement”), dated as of July 27, 2021 is by and between the CITY OF ANNA, TEXAS, a home-rule municipality
of the State of Texas (the “City”), and MM ANNA 325, LLC, a Texas limited liability company, (the “Developer”). The Developer and the City are sometimes individually referred to as
a “Party” and collectively as the “Parties.” ARTICLE I DEFINITIONS The following terms shall have the meanings ascribed to them in this Article I for purposes of this Agreement.
Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the Indenture (as hereinafter defined). “Act” means the
Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended. “Actual Costs” means, with respect to each Improvement Area #1 Project, the costs
of the Improvement Area #1 Project actually paid or incurred for construction and installation of the Improvement Area #1 Project. “Administrator” means, initially, P3Works, LLC, or
any other individual or entity designated by the City to administer the District. “Annual Service Plan Update” means the annual update to the Service and Assessment Plan conducted
by the Administrator pursuant to the Service and Assessment Plan. “Authorized Amount” has the meaning ascribed to such term in Section 6.5(g) of the Indenture. “Authorized Improvements”
means the improvements authorized by Section 372.003 of the Act, including those listed in Section III of the Service and Assessment Plan. An individual Authorized Improvement, including
a completed segment or part, shall be referred to as an Authorized Improvement. “Bond Ordinance” means the ordinance adopted by the City Council on July 27, 2021 authorizing the issuance
of the Bonds pursuant to the Indenture. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 2 “Bonds” means the City’s bonds designated “City of Anna, Texas, Special Assessment Revenue Bonds,
Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)”. “Budgeted Costs” means the anticipated, agreed upon costs of the Improvement Area #1 Projects
as shown in the Service and Assessment Plan. “Certification for Payment” means a certificate, substantially in the form of Exhibit B hereto or otherwise agreed to by the Developer,
the Administrator and the City Representative, executed by the Developer and approved by the City Representative, provided each month to the City Representative and the Trustee, specifying
the amount of work performed and the amount charged for that work, including materials and labor costs, presented to the Trustee to request payment from the Improvement Area #1 Bond
Improvement Account or the Improvement Area #1 Developer Improvement Account of the Project Fund, as applicable, for Actual Costs of Improvement Area #1 Projects under the Indenture.
“City Inspector” means an individual employed by or an agent of the City whose job is, in part or in whole, to inspect infrastructure to be owned by the City for compliance with
all rules and regulations applicable to the development and the infrastructure inspected. “City Manager” means the City Manager of the City, or its designee. “City Representative”
means that official or agent of the City authorized by the City Council to undertake the action referenced herein. As of the date hereof, the City Manager, and/or its designees are
the authorized City Representatives. “Closing Disbursement Request” means the certificate, substantially in the form of Exhibit A hereto or otherwise mutually agreed to by the Developer,
Administrator and City Representative, executed by an engineer, construction manager or other person or entity acceptable to the City, as evidenced by the signature of a City Representative
(as defined in the Indenture), specifying the amounts to be disbursed for the costs related to the creation of the District and the costs of issuance of the Bonds. “Construction
Contracts” means the contracts for the construction of an Improvement Area #1 Project. “Construction Contract” means any one of the Construction Contracts. “Cost” means the Budgeted
Costs or the cost of an Improvement Area #1 Project as reflected in a Construction Contract, if greater than the Budgeted Costs. “Cost of Issuance Account of the Project Fund” means
the account of such name in the Project Fund created under Section 6.1 of the Indenture. “Cost Overrun” means, with respect to each Improvement Area #1 Project, the Actual Cost of
such Improvement Area #1 Project in excess of the Budgeted Cost. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 3 “Development Agreement” means that certain Sherley Tract Subdivision Improvement
Agreement executed by and between the City, BFB ANA 40 Acres, LLC, and the Developer, effective as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision
Improvement Agreement executed by and between the City and the Developer, effective July 14, 2020, and as may be amended. “ District” shall mean the Sherley Tract Public Improvement
District No. 2 established by the City of Anna, Texas. “Final Completion” means completion of an Improvement Area #1 Project in compliance with existing City standards for dedication
under the City’s ordinances and the Development Agreement. “Force Majeure” means events or circumstances that are not within the reasonable control of the Party whose performance is
suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. “Indenture” means that certain Indenture
of Trust between the City and Regions Bank, Houston, Texas, as trustee, dated as of August 1, 2021 relating to the Bonds. “Improvement Area” means specifically defined and designated
portions of the District that are developed in phases, including Improvement Area #1. “Improvement Area #1” means that portion of the District generally described in Section II of
the Service and Assessment Plan and generally shown in Exhibit A-2 to the Service and Assessment Plan and as specifically described in Exhibit L-2 to the Service and Assessment Plan.
“Improvement Area #1 Bond Improvement Account” means the account of such name in the Project Fund created under Section 6.1 of the Indenture. “Improvement Area #1 Improvements”
means the Authorized Improvements which only benefit the property located in the Improvement Area #1, and are described in Section III(B) and Exhibit G-1 to the Service and Assessment
Plan. “Improvement Area #1 Projects” means, collectively, (i) the pro rata portion of the Major Improvements allocable to Improvement Area #1 and (ii) the Improvement Area #1 Improvements.
“Major Improvements” means the Authorized Improvements that confer special benefit to the entire District, and as further described in Section III.A and depicted on Exhibit G-2 to
the Service and Assessment Plan. “Plans” means the plans, specifications, schedules and related construction contracts for the Improvement Area #1 Projects, respectively, approved
pursuant to the applicable standards, ordinances, procedures, policies and directives of the City, the Development Agreement, and any other applicable governmental entity. SHERLEY TRACT PID NO. 2 IA
#1 CFA Page 4 “Project Fund” means the fund, including the accounts created and established under such fund, where monies from the proceeds of the sale of the Bonds and funds received
from the Developer, excluding those deposited in other funds in accordance with the Indenture, shall be deposited, and the fund by such name created under the Indenture. “Service and
Assessment Plan” means Sherley Tract Public Improvement District No. 2 Service and Assessment Plan adopted on July 27, 2021 by the City Council, prepared pursuant to the Act, as amended
and updated from time to time. ARTICLE II RECITALS Section 2.01. The District and the Improvement Area #1 Projects. (a) The City has created the District under the Act for the financing
of, among other things, the acquisition, construction and installation of the Improvement Area #1 Projects. (b) The City has authorized the issuance of the Bonds in accordance with
the provisions of the Act, the Bond Ordinance and the Indenture, a portion of the proceeds of which shall be used, in part, to finance all or a portion of the Improvement Area #1 Projects
in accordance with the terms and limitations of the Development Agreement and the Service and Assessment Plan. (c) All Improvement Area #1 Projects are eligible to be financed with
proceeds of the Bonds to the extent specified in the Indenture and the Service and Assessment Plan. (d) The proceeds from the issuance and sale of the Bonds and funds received from
the Developer currently with the closing of the Bonds shall be deposited in accordance with the Indenture. (e) The Developer will perform or cause to be performed the engineering, construction
and development of the Improvement Area #1 Projects for acquisition and acceptance by the City. Section 2.02. Agreements. In consideration of the mutual promises and covenants set
forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer agree that the foregoing recitals, as applicable
to each, are true and correct and further make the agreements set forth herein. ARTICLE III FUNDING Section 3.01. Bonds. (a) The City, in connection with this Agreement, is proceeding
with the issuance and delivery of the Bonds. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 5 (b) Subject to the Cost Overrun provisions set forth in the Development Agreement and Section
4.04 of this Agreement, the Bonds will finance all or a portion of the Actual Costs of the Improvement Area #1 Projects as provided for in the Service and Assessment Plan, as may be
updated or amended. The payment of costs from the proceeds of the Bonds for such Improvement Area #1 Projects shall be made from the Improvement Area #1 Bond Improvement Account and
Improvement Area #1 Developer Improvement Account of the Project Fund established under the Indenture, as applicable. (c) The City’s obligation with respect to the payment of the Improvement
Area #1 Projects shall be limited to the Budgeted Costs and shall be payable solely from amounts on deposit for the payment of such costs as provided herein and in the Indenture. The
Developer agrees and acknowledges that it is responsible for all Cost Overruns, Actual Costs and all expenses related to the Improvement Area #1 Projects, qualified, however, by the
distribution of Cost Underrun (as defined in Section 4.04 hereof) monies, as detailed in Section 4.04. (d) The City shall have no responsibility whatsoever to the Developer with respect
to the investment of any funds held in the Project Fund by the Trustee under the provisions of the Indenture, including any loss of all or a portion of the principal invested or any
penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Project Fund to pay the Costs of the Improvement Area #1 Projects in the District,
including the Developer to the extent it owns any real property in the District. The obligation of a property owner in the District to pay Assessments is not in any way dependent on
the availability of amounts in the Project Fund to pay for all or any portion of the Costs of the Improvement Area #1 Projects. (e) The Developer acknowledges that any lack of availability
of amounts in the funds or accounts established in the Indenture to pay the Costs of the Improvement Area #1 Projects shall in no way diminish any obligation of the Developer with respect
to the construction of or contributions for the Improvement Area #1 Projects required by this Agreement, the Development Agreement, or any other agreement to which the Developer is
a party or any governmental approval to which the Developer or any land within the District is subject. (f) The Developer acknowledges that some funds may not be immediately available
for reimbursement for Actual Costs of the Improvement Area #1 Projects submitted and approved with an approved Certification for Payment. Both parties acknowledge that these remaining
amounts will be disbursed, to the extent of available monies in the Project Fund under the terms of the Indenture, as money is deposited into the Project Fund for the payment of such
costs. Both Parties acknowledge that the availability of funds in the Project Fund does not relieve the Developer from its responsibility to construct or ensure the construction of
the Improvement Area #1 Projects in accordance with the Development Agreement, the Service and Assessment Plan, and this Agreement. Section 3.02. Disbursements and Transfers at Bond
Closing. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 6 (a) The City and the Developer agree that from the proceeds of the Bonds and upon the presentation of evidence satisfactory to
the Administrator, the City will cause the Trustee to pay at closing of the Bonds from the Costs of Issuance Account of the Project Fund and/or the Improvement Area #1 Bond Improvement
Account of the Project Fund, an amount not to exceed the amount set forth in the Indenture to the persons entitled to the payment for costs of issuance and payment of costs incurred
in the establishment, administration, and operation of the District as of the delivery of the Bonds, as described in the Service and Assessment Plan, as may be updated and amended.
Section 3.03 Accounts. In addition to the Costs of Issuance Account, there shall be two subaccounts, the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Developer
Improvement Account, in the Project Fund administered by the Trustee at the direction of the City Representative: (a) The Improvement Area #1 Bond Improvement Account of the Project
Fund. Certain proceeds from the issuance and sale of the Bonds attributable to the Improvement Area #1 Projects shall be deposited into the Improvement Area #1 Bond Improvement Account
of the Project Fund in the amount shown in the Indenture. (b) The Improvement Area #1 Developer Improvement Account of the Project Fund. On the Closing Date and pursuant to the terms
of the Indenture the Developer shall make an initial deposit to the Improvement Area #1 Developer Improvement Account of the Project Fund in the amount shown in the Indenture. Section
3.04. Security for the Improvement Area #1 Projects. Prior to completion and conveyance to the City of an Improvement Area #1 Project, including a segment, section, or portion thereof,
the Developer or the Developer’s contractor shall provide to the City a maintenance bond, which maintenance bond shall be for a term of two years from the date of final acceptance of
the Improvement Area #1 Project. Any surety company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that the
City, through the City attorney, shall retain the right to reject any surety company as a surety for any work hereunder regardless of such company’s authorization to do business in
Texas. Approvals by the City shall not be unreasonably withheld or delayed. The Developer shall construct or cause to be constructed the Improvement Area #1 Projects in accordance with
the City’s established ordinances, regulations, policies, procedures, specifications, and the Development Agreement. Prior to City accepting any Improvement Area #1 Project and/or
approving a final disbursement for an Improvement Area #1 Project, the Developer shall provide an “all bills paid/no liens” affidavit, in the form provided by the City and shall also
provide such supporting documentation as required by the City, that affirms that all invoices and bills, other than statutory ten percent (10%) retainage, were paid for the Improvement
Area #1 Project. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 7 Section 3.05 Disbursements, Generally. All disbursements from the Project Fund shall be made in accordance with the
provisions of the Development Agreement, the Service and Assessment Plan, this Agreement, and the Indenture. ARTICLE IV DEDICATION OF LAND AND CONSTRUCTION OF IMPROVEMENT AREA #1 PROJECTS
Section 4.01. Duty of Developer to Construct. (a) All Improvement Area #1 Projects shall be constructed by or at the direction of the Developer in accordance with the Plans and in
accordance with this Agreement and the Development Agreement. The Developer shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted,
all operations with respect to the construction of Improvement Area #1 Projects in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally
employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate
to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related
to the design, engineering, acquisition, construction and installation of all Improvement Area #1 Projects, to be acquired and accepted by the City from the Developer as provided in
this Agreement and the Development Agreement. (b) The Developer shall not be relieved of its obligation to construct or cause to be constructed each Improvement Area #1 Project and,
upon completion, inspection, and acceptance, convey each such Improvement Area #1 Project to the City in accordance with the terms hereof, even if there are insufficient funds in the
Project Fund to pay the Actual Costs thereof. In any event, this Agreement shall not affect any obligation of the Developer under any other agreement to which the Developer is a party
or any governmental approval to which the Developer or any land within the District is subject, with respect to the Improvement Area #1 Projects required in connection with the development
of the land within the District. Section 4.02. No Competitive Bidding. The Improvement Area #1 Projects shall not require competitive bidding pursuant to Sections 252.022(a)(9) and
252.022(a)(11) of the Texas Local Government Code, as amended, based upon current cost estimates. Section 4.03. Independent Contractor. In performing this Agreement, the Developer
is an independent contractor and not the agent or employee of the City with respect to the Improvement Area #1 Projects. Section 4.04. Remaining Funds After Completion of an Improvement
Area #1 Project. Upon the Final Completion of an Improvement Area #1 Project (or its completed segment or phase SHERLEY TRACT PID NO. 2 IA #1 CFA Page 8 thereof) and payment of
all outstanding invoices for such Improvement Area #1 Project (or its completed segment or phase thereof), if the Actual Cost of such Improvement Area #1 Project is less than the Budgeted
Cost (a “Cost Underrun”), any remaining Budgeted Cost may be made available to pay Cost Overruns on any other Improvement Area #1 Project (or its completed segment or phase thereof)
with the approval of the City Manager and provided that all Improvement Area #1 Projects as set forth in the Service and Assessment Plan are undertaken at least in part. The elimination
of a category of Improvement Area #1 Projects in the Service and Assessment Plan will require an amendment to the Service and Assessment Plan. Prior to completion of all of the Improvement
Area #1 Projects within an improvement category, as listed in the Service and Assessment Plan and the applicable PID phase, ten percent (10%) of funds available from an improvement
category may be used as Cost Underruns and applied to another improvement category. If, upon completion of the Improvement Area #1 Projects in any improvement category, there are funds
remaining in any improvement categories, those funds can then be used to reimburse the Developer for any qualifying costs of the Improvement Area #1 Projects that have not been previously
paid. Section 4.05. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (herein referred to as “Change
Orders”) required for the construction of the Improvement Area #1 Projects. Developer or its contractors may approve and implement any Change Orders, even if such Change Order would
increase the Cost of an Improvement Area #1 Project, but the Developer shall be solely responsible for payment of any Cost Overruns resulting from such Change Orders except to the extent
amounts are available pursuant to Section 4.04. If any Change Order is for work that requires changes to be made by an engineer to the construction and design documents and plans previously
approved under Section 4.01, then such revisions made by an engineer must be submitted to the City for approval by the City’s engineer prior to execution of the Change Order. ARTICLE
V ACQUISITION, CONSTRUCTION, AND PAYMENT Section 5.01. Closing Disbursement Request. In order to receive the disbursement from the Project Fund at closing of the Bonds described
in Section 3.02, the Developer shall cause to be delivered to the Trustee at Closing a Closing Disbursement Request, substantially in the form of Exhibit A hereto or otherwise acceptable
and agreed to by the Developer, Administrator, and the City Representative for the disbursements described in Section 3.02. Section 5.02. Certification for Payment for an Improvement
Area #1 Project. (a) No payment hereunder shall be made from the Project Fund to the Developer for work on an Improvement Area #1 Project until a monthly Certification for Payment is
received from the Developer for work with respect to an Improvement Area #1 Project (or its completed segment or phase thereof). Upon receipt of a Certification for Payment substantially
in the form SHERLEY TRACT PID NO. 2 IA #1 CFA Page 9 of Exhibit B hereto (and all accompanying documentation executed by the City) from the Developer, the City Inspector shall
conduct a review in order to confirm that such request is complete, that the work with respect to such Improvement Area #1 Project identified therein for which payment is requested
was completed in accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the terms of this Agreement, the Development Agreement,
and to verify and approve the Actual Cost of such work specified in such Certification for Payment (collectively, the “Developer Compliance Requirements”), and shall promptly forward
the request to the City Representative. The approval of the Certification for Payment by the City Inspector shall constitute a representation by the City Inspector to the City and the
Trustee that the Developer Compliance Requirements have been satisfied with respect to the Improvement Area #1 Projects identified therein; provided, however, that the approval of the
Certification for Payment shall not have the effect of estopping or preventing the City from asserting claims under this Agreement, the Indenture, the Service and Assessment Plan, or
any other agreement between the parties or that there is a defect in an Improvement Area #1 Project (as defined in the Indenture). The City Inspector shall also conduct such review
as is required in his discretion to confirm the matters certified in the Certification for Payment. The Developer agrees to cooperate with the City Inspector in conducting each such
review and to provide the City Inspector with such additional information and documentation as is reasonably necessary for the City Inspector to conclude each such review. (b) Within
ten (10) business days of receipt of any Certification for Payment, the City Inspector shall either (i) approve and execute the Certification for Payment and forward the same to the
City Representative for approval and delivery to the Trustee for payment to the Developer in accordance with Section 5.03(a) hereof or (ii) in the event the City Inspector disapproves
the Certification for Payment, give written notification to the Developer of the City Inspector’s disapproval, in whole or in part, of such Certification for Payment, specifying the
reasons for such disapproval and the additional requirements to be satisfied for approval of such Certification for Payment. If a Certification for Payment seeking reimbursement is
approved only in part, the City Inspector shall specify the extent to which the Certification for Payment is approved and shall deliver such partially approved Certification for Payment
to the City Representative for approval in accordance with Section 5.03 hereof and delivery to the Trustee for payment to the Developer in accordance with Section 5.02(d) hereof, and
any such partial work shall be processed for payment under Section 5.03 notwithstanding such partial denial. (c) If the City Inspector fails to act with respect to a Certification
for Payment within the time period therein provided, the Developer shall submit the Certification for Payment directly to the City Representative for approval. Within five (5) business
days of receipt of any Certification for Payment, the City Representative shall approve or deny the Certification for Payment and provide notice to the Administrator and the Developer.
Upon approval of a Certification for Payment, the approval shall be forwarded to the Trustee for payment, and delivery SHERLEY TRACT PID NO. 2 IA #1 CFA Page 10 to the Developer
in accordance with Section 5.03 hereof. The approval of the Certification for Payment by the City Representative shall constitute a representation by the City Representative to the
Trustee of the Developer’s compliance therein. Pursuant to the terms of Section 5.03 and the Indenture, the Trustee shall make a payment to the Developer, or pursuant to the Developer’s
directions, of an approved Certification for Payment. (d) If the City requires additional documentation, timely disapproves or questions the correctness or authenticity of the Certification
for Payment, the City shall deliver a detailed notice to the Developer within ten (10) business days of receipt thereof, then payment with respect to disputed portion(s) of the Certification
for Payment shall not be made until the Developer and the City have jointly settled such dispute or additional information has been provided to the City’s reasonable satisfaction. The
denial may be appealed to the City Council by the Developer in writing within thirty (30) days of being denied by the City Representative. Denial of the Certification for Payment by
the City Council shall be attempted to be resolved by half-day mediation between the Parties in the event an agreement is not otherwise reached by the Parties, with the mediator’s fee
being paid by Developer. The portion of the Certification for Payment in dispute shall not be forwarded to the Trustee for payment until the dispute is resolved by the City and the
Developer. (e) The Developer shall deliver the approved or partially approved Certification for Payment to the Trustee for payment and the Trustee shall make such payment from the Project
Fund in accordance with Section 5.03 below. Section 5.03. Payment for an Improvement Area #1 Project. (a) Upon receipt of a reviewed and approved Certification for Payment, the Trustee
shall make payment for the Actual Costs of Improvement Area #1 Projects from the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Developer Improvement Account
of the Project Fund in the manner described in Section 5.03(b) below. Such payments shall be as further designated in the Certification for Payment pursuant to the terms of the Certification
for Payment and the Indenture in an amount not to exceed the Budgeted Cost for the particular Improvement Area #1 Project (or its completed segment), unless a Cost Overrun amount has
been approved for a particular Improvement Area #1 Project. If a Cost Overrun amount has been approved, then the amount reimbursed shall not exceed the Budgeted Amount plus the approved
Cost Overrun amount. Notwithstanding the foregoing, if the Authorized Amount has been disbursed and prior to the satisfaction of a Release Condition, the Trustee shall make payment
from the Improvement Area #1 Developer Improvement Account until satisfaction of a Release Condition. (b) Until such time as the Authorized Amount has been disbursed from the Improvement
Area #1 Bond Improvement Account, the Trustee shall pay Actual Costs of the Improvement Area #1 Projects from funds in the Improvement Area #1 Bond Improvement SHERLEY TRACT PID NO. 2 IA #1 CFA Pag
e 11 Account. After the Authorized Amount has been disbursed from the Improvement Area #1 Bond Improvement Account and prior to the satisfaction of the Release Condition (as such
term defined in the Indenture), the Trustee shall pay Actual Costs of the Improvement Area #1 Projects only from funds on deposit in the Improvement Area #1 Developer Improvement Account.
After the Authorized Amount has been disbursed from the Improvement Area #1 Bond Improvement Account and the Release Condition has been satisfied, the Trustee shall pay Actual Costs
of the Improvement Area #1 Projects, first, from funds in the Improvement Area #1 Bond Improvement Account until such Account is depleted, and thereafter from funds on deposit in the
Improvement Area #1 Developer Improvement Account. In the event of any conflict between this provision and Section 6.5 of the Indenture, Section 6.5 of the Indenture shall control.
(c) Approved Certifications for Payment that await reimbursement shall not accrue interest. (d) Notwithstanding any other provisions of this Agreement, when payment is made, the Trustee
shall make payment directly to the person or entity specified by the Developer in an approved Certification for Payment, including: (1) a general contractor or supplier of materials
or services or jointly to the Developer (or any permitted assignee of the Developer) and the general contractor or supplier of materials or services, as indicated in an approved Certification
for Payment; (2) to the Developer or any assignee of the Developer if an unconditional lien release related to the items referenced in the Certification for Payment is attached to such
Certification for Payment; and (3) to the Developer, or to the third party contractor directly, at Developer’s request as specified in the Certification for Payment, in the event the
Developer provides a general contractor’s or suppliers of materials unconditional lien release for a portion of the work covered by a Developer or any assignee of the Developer to the
extent of such lien release. Neither the Trustee, nor the City, City Council, City Manager, or City Representative shall have any liability for relying on the accuracy of the payee
information in any Certification for Payment as presented by the Developer or its assignees. (e) Withholding Payments. Nothing in this Agreement shall be deemed to prohibit the Developer
or the City from contesting in good faith the validity or amount of any mechanic’s or materialman’s lien and/or judgment nor limit the remedies available to the Developer or the City
with respect thereto, including the withholding of any payment that may be associated with the exercise of such remedy, so long as such delay in performance shall not subject the Improvement
Area #1 Project to foreclosure, forfeiture, or sale. ARTICLE VI OWNERSHIP AND TRANSFER OF IMPROVEMENT AREA #1 PROJECTS SHERLEY TRACT PID NO. 2 IA #1 CFA Page 12 Section 6.01.
Improvement Area #1 Projects to be Owned by the City– Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to an Improvement Area
#1 Project to be acquired and accepted by the City from the Developer and not previously dedicated or otherwise conveyed to the City, for review and approval at least thirty (30) calendar
days prior to the transfer of title of an Improvement Area #1 Project to the City. The City shall approve the preliminary title report unless it reveals a matter which, in the reasonable
judgment of the City, could materially affect the City’s clean title or use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event
the City does not approve the preliminary title report, the City shall not be obligated to accept title to the Improvement Area #1 Project until the Developer has cured such objections
to title to the satisfaction of the City. Section 6.02. Improvement Area #1 Project Constructed on City Land or Developer Land. If an Improvement Area #1 Project is on land owned
by the City, the City hereby grants to the Developer, where applicable, a temporary easement to enter upon such land for purposes related to construction (and maintenance pending acquisition
and acceptance) of the Improvement Area #1 Project. The provisions for inspection and acceptance of such Improvement Area #1 Project otherwise provided herein shall apply. If the
Improvement Area #1 Project is on land owned by the Developer, the Developer hereby grants to the City an easement to enter upon such land for purposes related to inspection and maintenance
(pending acquisition and acceptance) of the Improvement Area #1 Project. The provisions for inspection and acceptance of such Improvement Area #1 Project otherwise provided herein
and in the Development Agreement shall apply. ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 7.01. Representations, Covenants and Warranties of the Developer. The
Developer represents and warrants for the benefit of the City as follows: (a) Organization. The Developer is a limited liability company duly formed, organized and validly existing
under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and to fulfill its obligations
in this Agreement and to carry on its business in the State of Texas as now being conducted as hereby contemplated. (b) Developer Authority; Representations. The Developer has the
power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly
executed and delivered by the Developer. The Developer has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement.
The person executing this Agreement on behalf of the Developer has been duly authorized to do so. This Agreement is binding upon the Developer in accordance with its terms. The execution
of this Agreement and SHERLEY TRACT PID NO. 2 IA #1 CFA Page 13 the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of
default by the Developer under any other agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. (c) Binding Obligation. This Agreement
is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. (d)
Compliance with Law. The Developer shall not commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the District or the Improvement Area #1 Projects
in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District
or the Improvement Area #1 Projects. (e) Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Project Fund for the acquisition,
construction or installation of any improvements that are not part of the Improvement Area #1 Projects, and (ii) it will diligently follow all procedures set forth in this Agreement
with respect to the Certification for Payments. (f) Financial Records. For a period of two years after completion of the Improvement Area #1 Projects, the Developer covenants to maintain
proper books of record and account for the construction of the Improvement Area #1 Projects and all Costs related thereto. Such accounting books shall be maintained in accordance with
generally accepted accounting principles and shall be available for inspection by the City or its agents at any reasonable time during regular business hours on reasonable notice. (g)
Plans. The Developer represents that it has obtained or will obtain approval of the Plans from all appropriate departments of the City and from any other public entity or public utility
from which such approval must be obtained. The Developer further agrees that, subject to the terms hereof, the Improvement Area #1 Projects have been or will be constructed in full
compliance with such Plans and any change orders thereto consistent with the Act, this Agreement and the Development Agreement. Developer shall provide as-built plans for all Improvement
Area #1 Projects to the City. (h) Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the initial purchaser
of the Bonds, the City Inspector and the City Representative related to the status of construction of Improvement Area #1 Projects within the District, the anticipated completion dates
for future improvements and any other matter that the initial purchaser of the Bonds or City Representative deems material to the investment quality of the Bonds. (i) Continuing Disclosure
Agreement. The Developer agrees to provide the information required pursuant to the Continuing Disclosure Agreement executed by the Developer, SHERLEY TRACT PID NO. 2 IA #1 CFA Page 14
the Administrator, and Regions Bank, as Dissemination Agent, dated as August 1, 2021 in connection with the Bonds. (j) Tax Certificate. The City will deliver a certificate relating
to the Bonds (such certificate, as it may be amended and supplemented from time to time, being referred to herein as the “Tax Certificate”) containing covenants and agreements designed
to satisfy the requirements of 26 U.S. Code Sections 103 and 141 through 150, inclusive, and the federal income tax regulations issued thereunder relating to the use of the proceeds
of the Bonds or of any monies, securities or other obligations on deposit to the credit of any of the funds and accounts created by the Indenture or this Agreement or otherwise that
may be deemed to be proceeds of the Bonds within the meaning of 26 U.S. Code Section 148 (collectively, “Bond Proceeds”). The Developer covenants to provide, or cause to be provided,
such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The Developer further covenants that (i) such facts and
estimates will be based on its reasonable expectations on the date of issuance of the Bonds and will be, to the best of the knowledge of the officers of the Developer providing such
facts and estimates, true, correct and complete as of that date, and (ii) the Developer will make reasonable inquires to ensure such truth, correctness and completeness. The Developer
covenants that it will not make, or (to the extent that it exercises control or direction) permit to be made, any use or investment of the Bond Proceeds (including, but not limited
to, the use of the Improvement Area #1 Projects) that would cause any of the covenants or agreements of the City contained in the Tax Certificate to be violated or that would otherwise
have an adverse effect on the tax-exempt status of the interest payable on the Bonds for federal income tax purposes. (k) City Authority; Representations; The City represents and
warrants to the Developer that (1) the City has the authority to enter into and perform its obligations under this Agreement; (2) the person executing this Agreement on behalf of the
City has been duly authorized to do so; (3) this Agreement is binding upon the City in accordance with its terms; and (4) the execution of this Agreement and the performance by the
City of its obligations under this Agreement do not constitute a breach or event of default by the City under any other agreement, instrument, or order to which the City is a party
or by which the City is bound. Section 7.02. Indemnification and Hold Harmless. (a) THE DEVELOPER SHALL ASSUME THE DEFENSE OF, AND INDEMNIFY AND HOLD HARMLESS THE CITY INSPECTOR,
THE CITY, EMPLOYEES, OFFICIALS, OFFICERS, REPRESENTATIVES AND AGENTS OF THE CITY, AND EACH OF THEM (EACH AN “INDEMNIFIED PARTY”), FROM AND AGAINST ALL ACTIONS, DAMAGES, CLAIMS, LOSES
OR EXPENSE OF EVERY TYPE AND DESCRIPTION TO WHICH THEY MAY BE SUBJECTED OR PUT: (I) BY REASON OF, OR RESULTING FROM THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE DEVELOPER, (II)
THE NEGLIGENT SHERLEY TRACT PID NO. 2 IA #1 CFA Page 15 DESIGN, ENGINEERING AND/OR CONSTRUCTION BY THE DEVELOPER OR ANY ARCHITECT, ENGINEER OR CONTRACTOR HIRED BY THE DEVELOPER
OF ANY OF THE IMPROVEMENT AREA #1 PROJECTS OR OTHER AUTHORIZED IMPROVEMENTS CONSTRUCTED BY THE DEVELOPER HEREUNDER, (III) THE DEVELOPER’S NONPAYMENT UNDER CONTRACTS BETWEEN THE DEVELOPER
AND ITS CONSULTANTS, ENGINEERS, ADVISORS, CONTRACTORS, SUBCONTRACTORS AND SUPPLIERS IN THE PROVISION OF THE IMPROVEMENT AREA #1 PROJECTS OR OTHER AUTHORIZED IMPROVEMENTS CONSTRUCTED
BY DEVELOPER, OR (IV) ANY CLAIMS OF PERSONS EMPLOYED BY THE DEVELOPER OR ITS AGENTS TO CONSTRUCT SUCH PROJECTS, OR (V) ANY CLAIMS AND SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED
TO DEVELOPER’S RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES AND/OR TRUSTEES, REGARDING OR RELATED TO THE
IMPROVEMENT AREA #1 PROJECTS OR ANY AGREEMENT OR RESPONSIBILITY REGARDING THE IMPROVEMENT AREA #1 PROJECTS , INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE OUT OF THE SOLE
OR PARTIAL NEGLIGENCE OF AN INDEMNIFIED PARTY. NOTWITHSTANDING THE FOREGOING, NO INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE DETERMINED BY A COURT
OF COMPETENT JURISDICTION TO BE DIRECTLY ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ANY INDEMNIFIED PARTY. THE CITY DOES NOT WAIVE ITS DEFENSES AND IMMUNITIES, WHETHER
GOVERNMENTAL, SOVEREIGN, OFFICIAL, OR OTHERWISE, AND NOTHING IN THIS AGREEMENT IS INTENDED TO OR SHALL CONFER ANY RIGHT OR INTEREST IN ANY PERSON NOT A PARTY HERETO. (b) IN ITS
REASONABLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER IN FULFILLING ITS OBLIGATIONS HEREUNDER TO DEFEND
AND INDEMNIFY THE INDEMNIFIED PARTIES, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. THE INDEMNIFIED PARTIES RESERVE THE RIGHT TO PROVIDE A PORTION OR ALL OF THEIR/ITS
OWN DEFENSE, AT THEIR/ITS SOLE COST; HOWEVER, INDEMNIFIED PARTIES ARE UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY AN INDEMNIFIED PARTY IS NOT TO BE CONSTRUED AS A WAIVER
OF DEVELOPER’S OBLIGATION TO DEFEND INDEMNIFIED PARTIES OR AS A WAIVER OF DEVELOPER’S OBLIGATION TO INDEMNIFY INDEMNIFIED PARTIES, PURSUANT TO THIS AGREEMENT. DEVELOPER SHALL RETAIN
CITY-APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF WRITTEN NOTICE FROM AN INDEMNIFIED PARTY THAT IT IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF
DEVELOPER FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, INDEMNIFIED PARTIES SHALL HAVE THE RIGHT TO RETAIN SHERLEY TRACT PID NO. 2 IA #1 CFA Page 16 DEFENSE COUNSEL ON
ITS OWN BEHALF, AND DEVELOPER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL REASONABLE COSTS INCURRED BY INDEMNIFIED PARTIES. (c) THIS SECTION 7.02 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT. (d) THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND
THE EXPRESS NEGLIGENCE TEST, AND IS VALID AND ENFORCEABLE AGAINST THE DEVELOPER. Section 7.03. Use of Monies by City; Changes to Indenture. The City agrees not to take any action
or direct the Trustee to take any action to expend, disburse or encumber the monies held in the Project Fund and any monies to be transferred thereto for any purpose other than the
purposes permitted by the Indenture. Prior to the acceptance of all the Improvement Area #1 Projects, the City agrees not to modify or supplement the Indenture without the approval
of the Developer if as a result or as a consequence of such modification or supplement: (a) the amount of monies that would otherwise have been available under the Indenture for disbursement
for the Costs of the Improvement Area #1 Projects is reduced, delayed or deferred, (b) the obligations or liabilities of the Developer are or may be substantially increased or otherwise
adversely affected in any manner, or (c) the rights of the Developer are or may be modified, limited, restricted or otherwise substantially adversely affected in any manner. Section
7.04. No Reduction of Assessments. The Developer agrees not to take any action or actions to reduce the total amount of such Assessments to be levied within the Improvement Area #1
as of the effective date of this Agreement. ARTICLE VIII TERMINATION Section 8.01. Mutual Consent. This Agreement may be terminated by the mutual, written consent of the City and
the Developer, in which event the City may either execute contracts for or perform any remaining work related to the Improvement Area #1 Projects not accepted by the City or other appropriate
entity and use all or any portion of funds on deposit in the Project Fund or other amounts transferred to the Project Fund under the terms of the Indenture to pay for same, and the
Developer shall have no claim or right to any further payments for the Costs of an Improvement Area #1 Project hereunder for any remaining work, except as otherwise may be provided
in such written consent. Section 8.02. City’s Election for Cause. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 17 (a) The City, upon notice to Developer and the passage of the cure
period identified in subsection (b) below, may terminate this Agreement, without the consent of the Developer if the Developer shall breach any material covenant or default in the performance
of any material obligation hereunder. (b) If any such event described in Section 8.02(a) occurs, the City shall give written notice of its knowledge of such event to the Developer,
and the Developer agrees to promptly meet and confer with the City Inspector and other appropriate City staff and consultants as to options available to assure timely completion, subject
to the terms of this Agreement, of the Improvement Area #1 Projects. Such options may include, but not be limited to, the termination of this Agreement by the City. If the City elects
to terminate this Agreement, the City shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the City to receive such
notice) of the grounds for such termination and allow the Developer a minimum of forty-five (45) days to eliminate or to mitigate to the satisfaction of the City the grounds for such
termination. Such period may be extended, at the sole discretion of the City, if the Developer, to the reasonable satisfaction of the City, is proceeding with diligence to eliminate
or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined reasonably by the City, the Developer has not eliminated or completely
mitigated such grounds to the satisfaction of the City, the City may then terminate this Agreement. In the event of the termination of this Agreement, the Developer is entitled to
payment for work accepted by the City related to an Improvement Area #1 Project only as provided for under the terms of the Indenture and this Agreement prior to the termination date
of this Agreement. Notwithstanding the foregoing, so long as the Developer has breached any material covenant or defaulted in the performance of any material obligation hereunder, notice
of which has been given by the City to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the City may in its discretion cause the Trustee to
cease making payments for the Actual Costs of Improvement Area #1 Projects, provided that the Developer shall receive payment of the Actual Costs of any Improvement Area #1 Projects
that were accepted by the City at the time of the occurrence of such breach or default by the Developer upon submission of the documents and compliance with the other applicable requirements
of this Agreement, the Indenture, and of the Development Agreement. (c) If this Agreement is terminated by the City for cause, the City may either execute contracts for or perform
any remaining work related to the Improvement Area #1 Projects not accepted by the City and use all or any portion of the funds on deposit in the Project Fund or other amounts transferred
to the Project Fund and the Developer shall have no claim or right to any further payments for the Improvement Area #1 Projects hereunder, except as otherwise may be provided upon the
mutual written consent of the City and the Developer or as provided for in the Indenture. The City shall have no obligation to perform any work related to an Improvement Area #1 Project
or to incur any expense or cost in excess of the remaining balance of the Project Fund. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 18 Section 8.03. Termination Upon Redemption or
Defeasance of Bonds. This Agreement will terminate automatically and with no further action by the City or the Developer upon the redemption or defeasance of all outstanding Bonds
issued under the Indenture. Section 8.04. Construction of the Improvement Area #1 Projects Upon Termination of this Agreement. Notwithstanding anything to the contrary contained herein,
upon the termination of this Agreement pursuant to this Article VIII, the Developer shall perform its obligations with respect to the Improvement Area #1 Projects in accordance with
this Agreement and the Development Agreement. Section 8.05. Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective
obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to Force Majeure, to perform its obligations under
this Agreement, then the obligations affected by the Force Majeure shall be temporarily suspended. Within fifteen (15) business days after the occurrence of a Force Majeure, the Party
claiming the right to temporarily suspend its performance, shall give notice to all the Parties, including a detailed explanation of the Force Majeure and a description of the action
that will be taken to remedy the Force Majeure and resume full performance at the earliest possible time. ARTICLE IX MISCELLANEOUS Section 9.01. Limited Liability of City. The Developer
agrees that any and all obligations of the City arising out of or related to this Agreement are special obligations of the City, and the City’s obligations to make any payments hereunder
are restricted entirely to the moneys, if any, in the Project Fund and from no other source. Neither the City, the City Inspector, City Representative nor any other City employee,
officer, official or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof.
Section 9.02. Audit. The City Inspector, City Representative or a finance officer of the City shall have the right, during normal business hours and upon the giving of three business
days’ prior written notice to a Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Improvement
Area #1 Projects and any bids taken or received for the construction thereof or materials therefor. Section 9.03. Notices. Any notice, payment or instrument required or permitted
by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or transmitted by telecopy or facsimile transmission (which shall
be immediately confirmed by telephone and shall be followed by mailing an original of the same SHERLEY TRACT PID NO. 2 IA #1 CFA Page 19 within 24 hours after such transmission)
or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas
Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300
Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, TX 75201 To the Landowner: MM Anna
325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Miklos Cinclair, PLLC Attn: Robert Miklos 1800 Valley
View Lane, Suite 360 Farmers Branch, Texas 75234 Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address
to the other party. The City shall advise the Developer of the name and address of any City Inspector who is to receive any notice or other communication pursuant to this Agreement.
Section 9.04. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given
effect to the fullest extent possible. Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties
hereto. Any receivables due under this Agreement may be assigned by the Developer without the consent of, but upon written notice to the City pursuant to Section 9.03 of this Agreement.
The obligations, requirements, or covenants of this Agreement shall be able to be assigned to an affiliate or related entity of the Developer, or any lien holder on the Property, without
prior written consent of the City. The obligations, requirements, or covenants of this Agreement shall not be assigned by the Developer to a nonaffiliate or non-related entity of the
Developer without prior written consent of the City Manager, except pursuant to a collateral assignment to any person or entity providing construction financing SHERLEY TRACT PID NO. 2 IA #1 CFA Pa
ge 20 to the Developer for the Developer for an Improvement Area #1 Project, provided such person or entity expressly agrees to assume all obligations of the Developer hereunder
if there is a default under such financing and such Person elects to complete the Improvement Area #1 Project. No such assignment shall be made by the Developer or any successor or
assignee of the Developer that results in the City being an “obligated person” within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission without the
express written consent of the City. In connection with any consent of the City, the City may condition its consent upon the acceptability of the financial condition of the proposed
assignee, upon the assignee’s express assumption of all obligations of the Developer hereunder and/or upon any other reasonable factor which the City deems relevant in the circumstances.
In any event, any such assignment shall be in writing, shall clearly identify the scope of the rights and/or obligations assigned. The City may assign by a separate writing certain
rights as described in this Agreement and in the Indenture, to the Trustee and the Developer hereby consents to such assignment. Section 9.06. Other Agreements. The obligations of
the Developer hereunder shall be those of a party hereto and not as an owner of property in the District. Nothing herein shall be construed as affecting the City’s or the Developer’s
rights or duties to perform their respective obligations under other agreements, use regulations, ordinances or subdivision requirements relating to the development of the lands in
the District, including the applicable Construction Contracts and the Development Agreement. To the extent there is a conflict between this Agreement and the Indenture, the Indenture
shall control. To the extent there is a conflict between this Agreement and the Development Agreement, this Agreement shall control. Section 9.07. Waiver. Failure by a party to insist
upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise its rights upon the default of any other party, shall
not constitute a waiver of such party’s right to insist and demand strict compliance by such other party with the terms of this Agreement thereafter. Section 9.08. Merger. No other
agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered hereby that is not in writing and signed by all
the parties to this Agreement shall be binding. Section 9.09. Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer
upon or to give to any person or entity other than the City and the Developer any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulations
hereof, and all covenants, conditions, promises and agreements in this Agreement contained by or on behalf of the City or the Developer shall be for the sole and exclusive benefit of
the City and the Developer. Section 9.10. Amendment. Except as otherwise provided in Section 9.05, upon agreement by the parties, this Agreement may be amended, from time to time in
a manner consistent with the Act, the Indenture, and the Bond Ordinance by written supplement hereto and executed in counterparts, each of which shall be deemed an original. Section
9.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 21 Section 9.12. Effective
Date. This Agreement has been dated as of the date first above written solely for the purpose of convenience of reference and shall become effective upon its execution and delivery,
on the Closing Date of the Bonds, by the parties hereto. All representations and warranties set forth therein shall be deemed to have been made on the Closing Date of the Bonds. Section
9.13 No Waiver of Powers or Immunity. The City does not waive or surrender any of its governmental powers, immunities, or rights except as necessary to allow Developer to enforce its
remedies under this Agreement. Section 9.14 Anti-Boycott Verification. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing
verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing
verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm
on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action
made for ordinary business purposes. The Developer understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Developer and exists
to make a profit. Section 9.15 Iran, Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Developer represents that neither
the Developer, nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Developer is a company identified on a list prepared and maintained by the
Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website:
https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal law
and excludes the Developer gent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Developer, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist organization.
The Developer understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Developer and exists to make a profit. SHERLEY TRACT PID NO. 2 IA #1 CF
A Page 22 [Execution pages follow.] S-1 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of July 27, 2021. ATTEST: CITY OF ANNA, TEXAS
By: Name: Carrie L. Land Name: Nate Pike Title: City Secretary Title: Mayor Date: (City Seal) S-2 DEVELOPER: MM Anna 325, LLC, a
Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability
company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager Exhibit A FORM OF CLOSING DISBURSEMENT REQUEST
The undersigned is an agent for MM Anna 325, LLC, (the “Developer”) and requests payment from: [the Costs of Issuance Account of the Project Fund][the Improvement Area #1 Bond Improvement
Account of the Project Fund] from Regions Bank, Houston, Texas, (the “Trustee”) in the amount of _________________DOLLARS ($__________) for costs incurred in the establishment, administration,
and operation of the Sherley Tract Public Improvement District No. 2 (the “District”), as follows: Closing Costs Description Cost PID Allocated Cost TOTAL Unless otherwise defined,
any capitalized terms used herein shall have the meanings ascribed to them in the Sherley Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding, and Acquisition
Agreement between the Developer and the City, dated as of July 27, 2021 (the “CFA Agreement”). In connection to the above referenced payments, the Developer represents and warrants
to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer, and is
knowledgeable as to the matters set forth herein. 2. The payment requested for the above referenced establishment, administration, and operation of the District at the time of the delivery
of the Bonds has not been the subject of any prior payment request submitted to the City. 3. The amount listed for the below itemized costs is a true and accurate representation of
the Actual Costs incurred by Developer with the establishment of the District at the time of the delivery of the Bonds, and such costs are in compliance with and within the costs as
set forth in the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the CFA Agreement, the Indenture, and the Service and Assessment Plan.
5. All conditions set forth in the Indenture for the payment hereby requested have been satisfied. 6. The Developer agrees to cooperate with the City in conducting its review of
the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested hereunder shall
be made as directed below: a. X amount to Person or Account Y for Z goods or services. b. Payment Instructions I hereby declare that the above representations and warranties are true
and correct. DEVELOPER: MM Anna 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager
By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its:
Manager APPROVAL OF REQUEST The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement
Request to be in order. After reviewing the Closing Disbursement Request, the City approves the Closing Disbursement Request and authorizes and directs payment of such amounts by Trustee
from the accounts listed below to the Developer or other person designated by the Developer. The City’s approval of the Closing Disbursement Request shall not have the effect of estopping
or preventing the City from asserting claims under the CFA Agreement, the Indenture, the Service and Assessment Plan, any other agreement between the parties or that there is a defect
in an Improvement Area #1 Project (as defined in the Indenture). Closing Costs Amount to be Paid by Trustee from Costs of Issuance Account Amount to be paid by Trustee from Improvement
Area #1 Bond Improvement Account $____________ $____________ $____________ CITY OF ANNA, TEXAS By: Name: ______ Title: ___ Date: _____________________
Exhibit B CERTIFICATION FOR PAYMENT FORM – IMPROVEMENT AREA #1 PROJECT Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the
Sherley Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding and Acquisition Agreement between the Developer and the City, dated as of July 27, 2021 (the
“CFA Agreement”). The undersigned is an agent for MM Anna 325, LLC, a Texas limited liability company (the “Developer”) and requests payment to the Developer (or to the person designated
by the Developer) from: _____ the Improvement Area #1 Bond Improvement Account of the Project Fund _____ the Improvement Area #1 Developer Improvement Account of the Project Fund from
Regions Bank, Houston, Texas, (the “Trustee”), in the amount of_______________________ ($_____________) for labor, materials, fees, and/or other general costs related to the creation,
acquisition, or construction of certain Improvement Area #1 Projects providing a special benefit to property within the Sherley Tract Public Improvement District No. 2. In connection
with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute
this Certification for Payment Form on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. The itemized payment requested for the below referenced Improvement
Area #1 Projects has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto.
3. The itemized amounts listed for the Improvement Area #1 Projects below is a true and accurate representation of the Actual Costs of the Improvement Area #1 Projects associated with
the creation, acquisition, or construction of said Improvement Area #1 Projects and such costs (i) are in compliance with the CFA Agreement, and (ii) are consistent with and within
the cost identified for such Improvement Area #1 Projects as set forth in the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the CFA
Agreement, the Indenture, and the Service and Assessment Plan. 5. All conditions set forth in the Indenture and the CFA Agreement for the payment hereby requested have been satisfied.
6. The work with respect to Improvement Area #1 Projects referenced below (or its completed segment) has been completed, and the City has inspected such Improvement Area #1 Projects
(or its completed segment). 7. The Developer agrees to cooperate with the City in conducting its review of the requested payment and agrees to provide additional information and documentation
as is reasonably necessary for the City to complete said review. Payments requested are as follows: Payee / Description of Improvement Area #1 Projects Total Cost of Improveme nt
Area #1 Projects Budgeted Cost of Improvement Area #1 Projects Amount requested to be paid from the Improvement Area #1 Bond Improvement Account1 Amount requested to be paid from
the Improvement Area #1 Developer Improvement Account Total amount disbursed from the Improvement Area #1 Bond Improvement Account upon payment of sums under this Payment Certificate
Total amount disbursed from the Improvement Area #1 Developer Improvement Account upon payment of sums under this Payment Certificate Attached hereto are receipts, purchase
orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are “bills paid” affidavits and supporting documentation
in the standard form for City construction projects. Pursuant to the CFA Agreement, after receiving this payment request, the City has inspected the Improvement Area #1 Projects (or
completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws, rules, and regulations. Payments requested
hereunder shall be made as directed below: a. X amount to Person or Account Y for Z goods or services. b. Payment instructions [FOR INITIAL PAYMENT OUT OF IMPROVEMENT AREA #1 BOND IMPROVEMENT
ACCOUNT THAT EXCEEDS THE AUTHORIZED AMOUNT, THE FOLLOWING REPRESENTATIONS MUST BE PROVIDED] [With this Certification for Payment, the Developer is requesting disbursement of money from
the Improvement Area #1 Bond Improvement Account in excess of the Authorized Amount, and the Developer hereby certifies that as of the date of submission of this Certification for Payment
[the 1 Any amount over the Authorized Amount shall not be released from the Improvement Area #1 Bond Improvement Account unless and until satisfaction of a Release Condition (as defined
in the Indenture) City has issued a certificate of occupancy or approval of the final inspection for at least ___ homes within Improvement Area #1][the Improvement Area #1 Value
to Lien Ratio equals at least 3.00 to 1.00] as required under Section 6.5 of the Indenture. In determining the estimated taxable assessed valuation of the property within Improvement
Area #1 for purposes of the above-described Release Condition, the Developer may use: (i) the sale price (as evidenced by executed real estate contracts provided to the City) of property
within the Improvement Area #1 that has been sold and for which development on that property has begun; (ii) the sale price (as evidenced by executed real estate contracts provided
to the City) of property within Improvement Area #1 which has been sold but for which development has not begun; (iii) the Collin Central Appraisal District's assessed value of property
within Improvement Area #1 established by the most recent certified or certified estimate report or statement sent by the Collin Central Appraisal District Chief Appraiser; or (iv)
any combination of (i) through (iii) without duplication. The total amount drawn from the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Improvement Area #1
Developer Improvement Account, inclusive of the amounts requested under this Certification for Payment is $[TO BE PROVIDED].] I hereby declare that the above representations and warranties
are true and correct. DEVELOPER: MM Anna 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager
By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its:
Manager APPROVAL OF REQUEST The City is in receipt of the attached Certification for Payment, acknowledges the Certification for Payment, and finds the Certification for Payment
to be in order. After reviewing the Certification for Payment, the City approves the Certification for Payment and authorizes and directs payment of the amounts set forth below by
Trustee from the Project Fund to the Developer or other person designated by the Developer as listed and directed on such Certification for Payment. The City’s approval of the Certification
for Payment shall not have the effect of estopping or preventing the City from asserting claims under the CFA Agreement, the Indenture, the Service and Assessment Plan, or any other
agreement between the parties or that there is a defect in the Improvement Area #1 Projects. Amount of Payment Certificate Request Amount to be Paid by Trustee from Improvement Area
#1 Bond Improvement Account Amount to be paid by Trustee from Improvement Area #1 Developer Improvement Account $____________ $____________ $____________ [TO BE CERTIFIED WITH CERTIFICATION
FOR PAYMENT FOR INITIAL PAYMENT OUT OF IMPROVEMENT AREA #1 BOND IMPROVEMENT ACCOUNT THAT EXCEEDS THE AUTHORIZED AMOUNT AND SATISFACTION OF A RELEASE CONDITION (AS DEFINED IN THE INDENTURE):
The City hereby certifies that it has received satisfactory evidence of satisfaction of the Release Condition set forth in the Indenture.] CITY OF ANNA, TEXAS By: Name:
Title: Date: ________________ F-1 EXHIBIT F REIMBURSEMENT AGREEMENT SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 1 SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 REIMBURSEMENT AGREEMENT This Sherley Tract Public Improvement District No.
2 Improvement Area #1 Reimbursement Agreement (this “Reimbursement Agreement”) is executed between the City of Anna, Texas (the “City”) and MM Anna 325, LLC, a Texas limited liability
company (the “Developer”) to be effective July 27, 2021 (individually referred to as a “Party” and collectively as the “Parties”). RECITALS WHEREAS, capitalized terms used in this Reimbursement
Agreement shall have the meanings given to them in this Reimbursement Agreement or in Sherley Tract Public Improvement District No. 2 Service and Assessment Plan, dated , as the same
may be amended from time to time (the “SAP”) passed and approved by the City Council on July 27, 2021 (the “Assessment Ordinance”); and WHEREAS, on December 8, 2020, the City Council
passed and approved Resolution No. 2020-12-839 (the “Creation Resolution”) authorizing the creation of Sherley Tract Public Improvement District No. 2 (the “District”) covering approximately
289.751 acres of land described by metes and bounds in said Creation Resolution (the “District Property”); and WHEREAS, the purpose of the District is to finance public improvements
(the “Authorized Improvements”) as provided by Chapter 372, Texas Local Government Code, as amended (the “Act”) that promote the interests of the City and confer a special benefit on
the Assessed Property within the District; and WHEREAS, the District Property is being developed in areas, and special assessments for each area have been or will be levied against
the Assessed Property within such area to pay the costs of Authorized Improvements that confer a special benefit on the Assessed Property within such area; and WHEREAS, Improvement
Area #1 is the area to be developed, as described in the SAP; and WHEREAS, on May 25, 2021, the City Council passed and approved a resolution determining, among other things, the estimated
costs of the Authorized Improvements constituting the Major Improvement Area Projects and the Improvement Area #1 Projects to be $11,617,926.00 (the “Authorized Improvements Costs”);
and WHEREAS, in addition to approving the SAP, the Assessment Ordinance levied assessments against property within Improvement Area #1 of the District (the “Assessed Property”) for
the Improvement Area #1 Projects in accordance with the Improvement Area #1 Assessment Roll attached as Exhibit E-1 to the SAP; and SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 2 WHEREAS, on July 27, 2021, the City adopted an ordinance authorizing the issuance and sale of its “City of
Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)” (the “Improvement Area #1 Bonds”) to finance
a portion of the Authorized Improvements Costs; and WHEREAS, a portion of the Assessment revenues are dedicated and pledged to the Improvement Area #1 Bonds (the “Improvement Area #1
Assessment Revenues”) as provided in the Improvement Area #1 Assessment Roll and secured under the Indenture of Trust relating to the Improvement Area #1 Bonds, dated August 1, 2021
(the “Series 2021 Improvement Area #1 Bond Indenture”) between the City and Regions Bank, Houston, Texas, as trustee (the “Trustee”); and WHEREAS, the Parties have entered into that
certain “Sherley Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding, and Acquisition Agreement” dated as of July 27, 2021 (the “Construction Funding Agreement”)
for the construction of the Improvement Area #1 Projects; and WHEREAS, the Parties intend for the portion of the Authorized Improvements Costs for the Improvement Area #1 Projects that
are not financed by the Improvement Area #1 Bonds to be financed under the terms of this Reimbursement Agreement and the Construction Funding Agreement; and WHEREAS, the City has established
a project fund segregated from all other funds of the City (the “Project Fund”) for the Improvement Area #1 Projects and has established an “Improvement Area #1 Bond Improvement Account,”
and an “Improvement Area #1 Developer Improvement Account” within such Project Fund under the Series 2021 Improvement Area #1 Bond Indenture; and WHEREAS, the City has established a
fund segregated from all other funds of the City for the deposit of the Improvement Area #1 Assessment Revenues (the “Pledged Revenue Fund”) and has established a “Bond Pledged Revenue
Account” and a “Developer Reimbursement Pledged Revenue Account” within such Pledged Revenue Fund under the Series 2021 Improvement Area #1 Bond Indenture; and WHEREAS, the City has
established a fund segregated from all other funds of the City for the purpose of paying and reimbursing the Developer (the “Reimbursement Fund”) for the costs of the Improvement Area
#1 Projects paid from the Improvement Area #1 Developer Improvement Account of the Project Fund under the Series 2021 Improvement Area #1 Bond Indenture; and WHEREAS, pursuant to the
Series 2021 Improvement Area #1 Bond Indenture, amounts deposited in the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund shall be transferred to the Reimbursement
Fund and used solely and exclusively to pay and reimburse the Developer for the costs of the Improvement Area #1 Projects paid from the SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 3 Developer Improvement Account of the Project Fund, plus interest, as set forth in this Reimbursement Agreement.
NOW THEREFORE, FOR VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH ARE ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. The recitals in the “WHEREAS” clauses of this Reimbursement
Agreement are true and correct, reflect the intent of the Parties, and are incorporated as part of this Reimbursement Agreement for all purposes. 2. The City shall cause to be deposited
into the Pledged Revenue Fund all Improvement Area #1 Assessment Revenues collected (excluding Annual Collection Costs and Delinquent Collection Costs) as provided in the Series 2021
Improvement Area #1 Bond Indenture. 3. Developer shall make, or cause to be made, a deposit of $4,157,015.95 to the Improvement Area #1 Developer Improvement Account of the Project
Fund (the “Developer Deposit”) on the Closing Date (as defined in the Series 2021 Improvement Area #1 Bond Indenture) of the Improvement Area #1 Bonds. The costs of the Improvement
Area #1 Projects shall be paid first from the Improvement Area #1 Bond Improvement Account of the Project Fund and then from the Improvement Area #1 Developer Improvement Account of
the Project Fund in accordance with the Series 2021 Improvement Area #1 Bond Indenture and the Construction Funding Agreement. 4. Strictly subject to the terms, conditions, and requirements
and solely from the revenues herein provided, the City agrees to pay to the Developer, and the Developer shall be entitled to receive from the City, the amount equal to the actual costs
incurred by the Developer, but not to exceed the budgeted costs, of the Improvement Area #1 Projects paid from the Improvement Area #1 Developer Improvement Account of the Project Fund
(the “Reimbursement Amount”) plus interest on the unpaid balance in accordance with the terms of this Reimbursement Agreement until September 1, 2051 (the "Maturity Date"); provided,
however, the principal amount of the Reimbursement Amount shall not exceed FOUR MILLION ONE HUNDRED FIFTY SEVEN THOUSAND FIFTEEN AND 95/100 DOLLARS ($4,157,015.95). The Reimbursement
Amount shall be payable to the Developer solely from: (i) the Improvement Area #1 Assessment Revenues deposited in the Developer Reimbursement Pledged Revenue Account of the Pledged
Revenue Fund and transferred to the Reimbursement Fund as provided in Article VI of the Series 2021 Improvement Area #1 Bond Indenture; (ii) the net proceeds (after payment of costs
of issuance, including the costs paid or incurred by the City) of one or more series of bonds (the “Future Bonds”) issued by the City and secured by the Improvement Area SHERLEY TRACT PID NO. 2 IA #
1 REIMBURSEMENT AGREEMENT PAGE 4 #1 Assessment Revenues; or (iii) a combination of items (i) and (ii)
immediately above. The Improvement Area #1 Projects Costs are authorized by the Act and approved by the City Council and represent the total cost to be assessed against the Assessed
Property for the Improvement Area #1 Projects which are eligible public improvement projects that are being undertaken and financed by the District for the special benefit of the Assessed
Property and that upon completion will be dedicated in fee and accepted by the City. The unpaid Reimbursement Amount shall bear simple interest per annum, on the basis of a 360-day
year composed of twelve 30-day months, at the rate of (x) 0.00%, (y) on September 15, 2022 the interest rate shall be reset to 6.73%, and (z) on August 16, 2026 the interest rate shall
be reset to 4.50% thereafter until Future Bonds are sold, if ever. If any portion of the Reimbursement Amount remains unpaid after the City has elected to sell Future Bonds, the interest
paid to the Developer shall be the same as the interest rate on the Future Bonds; provided, however, that such rate shall not exceed 7.50%. The interest rate has been approved by the
City Council and is authorized by the Act and was determined based upon the Bond Buyer Revenue Bond Index published in The Bond Buyer, a daily publication that publishes this interest
rate index, which the highest average index rate for tax-exempt bonds reported in the previous month was 2.50%. The interest rates of 6.73% and 4.50% contained herein comply with Section
372.023 (e)(1) and Section 372.023 (e)(2) of the Act. 5. The Reimbursement Amount, plus interest, as described above (collectively, the “Unpaid Balance”) is payable to the Developer
and secured under this Reimbursement Agreement solely as described in paragraph 4 above. The Unpaid Balance shall be payable, if funds are available, as set forth in the Construction
Funding Agreement. No other City funds, revenue, taxes, income, or property shall be used even if the Unpaid Balance is not paid in full at Maturity. Notwithstanding its collection
efforts, if the City fails to receive all or any part of the Improvement Area #1 Assessment Revenues and, as a result, is unable to make transfers from the Developer Reimbursement Pledged
Revenue Account of the Pledged Revenue Fund to the Reimbursement Fund for payments to the Developer as required under this Reimbursement Agreement, such failure and inability shall
not constitute a Failure or Default by the City under this Reimbursement Agreement. This Reimbursement Agreement and/or any Future Bonds shall not and shall never give rise to or create:
a. a charge against the general credit or taxing powers of the City or any other taxing unit; or b. a debt or other obligation of the City payable from any source of revenue, taxes,
income, or properties of the City other than from the Improvement Area #1 Developer Improvement Account of the Project Fund, the Developer Reimbursement Pledged Revenue Account of the
Pledged Revenue Fund or the SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT PAGE 5 Reimbursement
Fund as provided in the Series 2021 Improvement Area #1 Bond Indenture or from the net proceeds of any Future Bonds; or c. any obligation of the City to issue Future Bonds or other
obligations; or d. any obligation of the City to pay any amount due or to become due under this Reimbursement Agreement other than from (i) the Improvement Area #1 Developer Improvement
Account of the Project Fund, the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund or the Reimbursement Fund as provided in the Series 2021 Improvement Area
#1 Bond Indenture and this Reimbursement Agreement, or (ii) from the net proceeds of any Future Bonds. 6. If Future Bonds are issued, the net proceeds of such Future Bonds shall be
used, from time to time, first to pay the Unpaid Balance due to the Developer under this Reimbursement Agreement for the costs of Improvement Area #1 Projects paid from the Improvement
Area #1 Developer Improvement Account of the Project Fund and then to pay all or any portion of any Improvement Area #1 Projects Costs. If, after application of the net proceeds of
such Future Bonds, any Improvement Area #1 Projects Costs remain unpaid, then the Developer shall pay such cost. If, after application of the net proceeds of any Future Bonds, the
Unpaid Balance due the Developer remains unpaid, all payments toward the Unpaid Balance due the Developer shall be paid from (i) amounts transferred to the Reimbursement Fund from the
Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2021 Improvement Area #1 Bond Indenture, and (ii) amounts deposited into any funds created
for such purpose under any indenture relating to any Future Bonds. Once the principal amount of all Future Bonds plus all payments paid to the Developer under this Reimbursement Agreement
equal the Unpaid Balance, this Reimbursement Agreement shall terminate. 7. If on the latest of the final maturity date of the Series 2021 Improvement Area #1 Bonds or the Future Bonds,
after application of the net proceeds of any Future Bonds, any portion of the Unpaid Balance remains unpaid, such Unpaid Balance shall be canceled and for all purposes this Reimbursement
Agreement shall be deemed to have been conclusively and irrevocably PAID IN FULL, and such Unpaid Balance shall no longer be deemed to be payable; provided, however, if any Improvement
Area #1 Assessment Revenues remain due and payable and are uncollected on the Maturity Date, such Improvement Area #1 Assessment Revenues, when, as, and if collected after the Maturity
Date, shall first be applied to any amounts due in connection with outstanding Improvement Area #1 Bonds and outstanding Future Bonds and second, paid to the Developer and applied to
the Unpaid Balance. SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT PAGE 6 8. The Developer has
the right to convey, transfer, assign, collaterally assign, mortgage, pledge, or otherwise encumber, in whole or in part without the consent of (but with written notice to) the City,
the Developer’s right, title, or interest to payments under this Reimbursement Agreement (but not performance obligations) including, but not limited to, any right, title, or interest
of the Developer in and to payment of the Unpaid Balance, whether such payment is from (i) amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue
Account of the Pledged Revenue Fund under the Series 2021 Improvement Area #1 Bond Indenture, or (ii) net proceeds of any Future Bonds (any of the foregoing, a “Transfer,” and the person
or entity to whom the Transfer is made, a “Transferee”). Notwithstanding the foregoing, however, no Transfer shall be effective until five days after notice of the Transfer is received
by the City. The City may rely on any notice of a Transfer received from the Developer without obligation to investigate or confirm the validity or occurrence of such Transfer. No
conveyance, transfer, assignment, mortgage, pledge or other encumbrance shall be made by the Developer or any successor or assignee of the Developer that results in the City being an
“obligated person” within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission without the express written consent of the City. The Developer waives
all rights or claims against the City for any such funds provided to a third party as a result of a Transfer for which the City has received notice, and the Developer’s sole remedy
shall be to seek the funds directly from the Transferee. 9. The inability or failure of the City to issue Future Bonds shall not constitute a Failure or Default under this Reimbursement
Agreement. 10. The obligations of the City under this Reimbursement Agreement are non-recourse and payable only from (i) amounts transferred to the Reimbursement Fund from the Developer
Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2021 Improvement Area #1 Bond Indenture, or (ii) net proceeds of any Future Bonds; and such obligations
do not create a debt or other obligation payable from any other City revenues, taxes, income, or property. None of the City or any of its elected or appointed officials or any of its
officers or employees shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of this Reimbursement Agreement or their acts
or omissions under this Reimbursement Agreement. 11. If the Developer is in compliance with that certain Sherley Tract Subdivision Improvement Agreement, effective June 9, 2020 (as
amended, the “Development Agreement”) and following the City’s inspection and approval of the Improvement Area #1 Projects in accordance with the provisions of the Construction Funding
Agreement and until Future Bonds are issued, if ever, there will be no conditions or SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 7 defenses to the obligation of the City to use amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the
Pledged Revenue Fund under the Series 2021 Improvement Area #1 Bond Indenture to pay the Unpaid Balance. 12. If the Developer is in compliance with the Development Agreement, following
the City’s inspection and approval of the Improvement Area #1 Projects and if Future Bonds are issued, there will be no conditions or defenses to the obligation of the City to use the
net proceeds of any Future Bonds to pay the Unpaid Balance and to pledge the Improvement Area #1 Assessment Revenues as security for the Improvement Area #1 Bonds. 13. Nothing in this
Reimbursement Agreement is intended to constitute a waiver by the City of any remedy the City may have outside this Reimbursement Agreement against the Developer, any Transferee, or
any other person or entity involved in the design, construction, or installation of the Improvement Area #1 Projects. The obligations of the Developer hereunder shall be those as a
Party hereto and not solely as an owner of property in the District. Nothing herein shall be constructed, nor is intended, to affect the City’s or the Developer’s rights and duties
to perform their respective obligations under other agreements, regulations and ordinances. 14. The City may consider issuing one or more series of Future Bonds to pay the Unpaid Balance;
however, the Parties covenant and acknowledge that approval of the issuance of any Future Bonds by the City Council is a governmental function within the City’s sole discretion. 15.
This Reimbursement Agreement is being executed and delivered, and is intended to be performed in the State of Texas. Except to the extent that the laws of the United States may apply
to the terms hereof, the substantive laws of the State of Texas shall govern the validity, construction, enforcement, and interpretation of this Reimbursement Agreement. In the event
of a dispute involving this Reimbursement Agreement, venue for such dispute shall lie in any court of competent jurisdiction in Collin County, Texas. 16. Any notice required or contemplated
by this Reimbursement Agreement shall be deemed given at the addresses shown below: (i) when delivered by a national company such as FedEx or UPS with evidence of delivery signed by
any person at the delivery address regardless of whether such person was the named addressee; or (ii) 72 hours after the notice was deposited with the United States Postal Service,
Certified Mail, Return Receipt Requested. Any Party may change its address by delivering written notice of such change in accordance with this section. To the City: City of Anna,
Texas Attn: City Manager SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT PAGE 8 111
N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to:
McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, TX 75201 To the Landowner: MM Anna 325, LLC Attn: Mehrdad Moayedi
1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Miklos Cinclair, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch,
Texas 75234 17. If any provision of this Reimbursement Agreement is held invalid by any court, such holding shall not affect the validity of the remaining provisions, and the remainder
of this Reimbursement Agreement shall remain in full force and effect. 18. Failure; Default; Remedies. a. If either Party fails to perform an obligation imposed on such Party by this
Reimbursement Agreement (a “Failure”) and such Failure is not cured after written notice and the expiration of the cure periods provided in this section, then such Failure shall constitute
a “Default.” Upon the occurrence of a Failure by a non-performing Party, the other Party shall notify the non-performing Party and all Transferees of the non-performing Party in writing
specifying in reasonable detail the nature of the Failure. The non-performing Party to whom notice of a Failure is given shall have at least 30 days from receipt of the notice within
which to cure the Failure; however, if the Failure cannot reasonably be cured within 30 days and the non-performing Party has diligently pursued a cure within such 30-day period and
has provided written notice to the other Party that additional time is needed, then the cure period shall be extended for an additional 30-day period so long as the non-performing Party
is diligently pursuing a cure. Any Transferee shall have the right, but not the obligation, to cure any alleged Failure by the Developer within the same time periods that are provided
to the Developer. The election by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not obligate the SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGR
EEMENT PAGE 9 Transferee to be bound by this Reimbursement Agreement unless the Transferee agrees to be
bound. b. If the Developer is in Default, the City shall have available all remedies at law or in equity, provided that no Default by the Developer, however, shall: (1) affect the obligations
of the City to use the amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2021 Improvement
Area #1 Bond Indenture and the net proceeds of Future Bonds as provided in Sections 10, 11, and 12 of this Reimbursement Agreement; or (2) entitle the City to terminate this Reimbursement
Agreement. c. If the City is in Default, the Developer’s sole and exclusive remedies shall be to: (1) seek a writ of mandamus to compel performance by the City; (2) seek specific enforcement
of this Reimbursement Agreement; or (3) terminate this Reimbursement Agreement. 19. To the extent there is a conflict between this Reimbursement Agreement and the Series 2021 Improvement
Area #1 Bond Indenture, the Series 2021 Improvement Area #1 Bond Indenture shall control as the provisions relate to the proceeds of the Improvement Area #1 Bonds. To the extent there
is a conflict between this Reimbursement Agreement and the Construction Funding Agreement, the Construction Funding Agreement shall control. To the extent there is a conflict between
this Reimbursement Agreement and the Development Agreement, the Reimbursement Agreement shall control. 20. The failure by a Party to insist upon the strict performance of any provision
of this Reimbursement Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by the other Party shall not constitute a waiver of such Party’s
right to insist and demand strict compliance by such other Party with the provisions of this Reimbursement Agreement. 21. The City does not waive or surrender any of its governmental
powers, immunities, or rights except to the extent permitted by law and necessary to allow the Developer to enforce its remedies under this Reimbursement Agreement. 22. Nothing in this
Reimbursement Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developer any rights,
remedies, or claims under or by reason of this Reimbursement Agreement, and all covenants, conditions, promises, and agreements in this Reimbursement Agreement shall be for the sole
and exclusive benefit of the City and the Developer. 23. This Reimbursement Agreement may be amended only by written agreement of the Parties. SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 10 24. This Reimbursement Agreement may be executed in counterparts, each of which shall be deemed
an original. 25. The City shall have the right, during normal business hours and upon three business days’ prior written notice to the Developer, to review all books and records of
the Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Improvement Area #1 Projects. For a period of two years after completion of the Improvement
Area #1 Projects, the Developer shall maintain proper books of record and account for the construction of the Improvement Area #1 Projects and all costs related thereto. Such accounting
books shall be maintained in accordance with customary real estate accounting principles. 26. The Parties agree that at any time after the execution of this Reimbursement Agreement,
they will, upon request of another Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request in order to effectuate
the terms of this Reimbursement Agreement. This provision shall not be construed as limiting or otherwise hindering the legislative discretion of the City Council seated at the time
that this Reimbursement Agreement is executed or any future City Council. 27. The Developer hereby verifies that the Developer and its parent companies, wholly- or majority-owned subsidiaries,
and other affiliates, if any, do not boycott Israel and, to the extent this Reimbursement Agreement is a contract for goods or services, will not boycott Israel during the term of this
Reimbursement Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable
State or Federal law. As used in the foregoing verification, ‘boycott Israel’ means refusing to deal with, terminating business activities with, or otherwise taking any action that
is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled
territory, but does not include an action made for ordinary business purposes. The Developer understands "affiliate" to mean an entity that controls, is controlled by, or is under common
control with the Developer and exists to make a profit. 28. The Developer hereby represents that neither the Developer nor any of its parent companies, wholly- or majority-owned subsidiaries,
and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government
Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-li
st.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government SHERLEY TRACT PID NO. 2 IA #1 REIM
BURSEMENT AGREEMENT PAGE 11 Code, and to the extent such Section does not contravene applicable State
or Federal law and excludes the Developer and each of its parent company, wholly- or majorityowned subsidiaries, and other affiliates, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Developer
understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Developer and exists to make a profit. [Signature pages to follow]
IN WITNESS WHEREOF, the Parties have caused this Reimbursement Agreement to be executed as of July 27, 2021. ATTEST: CITY OF ANNA, TEXAS By: Name: Carrie L.
Land Name: Nate Pike Title: City Secretary Title: Mayor Date: (City Seal) DEVELOPER MM Anna 325, LLC, a Texas limited liability company
By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager
By: ______________________________ Name: Mehrdad Moayedi Its: Manager
Sherley Tract PID 2021 (MIA) Bond Ordinance v5 (E).pdf
1 CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COLLIN COUNTY CITY OF ANNA We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows: 1. The
City Council (the “Council”) of the City convened in a regular meeting on July 27, 2021, at the regular designated meeting place, and the roll was called of the duly constituted officers
and members of the Council, to wit: Nate Pike, Mayor Kevin Toten Lee Miller, Mayor Pro-Tem Danny Ussery Josh Vollmer, Deputy Mayor Pro-Tem Randy Atchley Stan Carver Jim Proce,
City Manager Carrie L. Land, City Secretary and all of said persons were present, thus constituting a quorum. Whereupon, among other business the following was transacted at said
meeting: a written Ordinance entitled AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT
DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT
AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE was duly introduced for the
consideration of the Council. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said Ordinance,
prevailed and carried, with all members of the Council shown present above voting “Aye,” except as noted below: NAYS: 0 ABSTENTIONS: 0 1 CITY OF ANNA ORDINANCE NO. 923-2021 AN
ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA
PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS
IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Anna, Texas (the "City"), pursuant to and
in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, has previously
established the "Sherley Tract Public Improvement District No. 2" (the "District"); and WHEREAS, pursuant to the PID Act, the City Council of the City (the "Council") published notice
of the assessment hearing in a newspaper of general circulation in the City and the extraterritorial jurisdiction of the City, and opened a public hearing on June 22, 2021, regarding
the levy of special assessments within the District, and the City Council continued the hearing until July 27, 2021; and WHEREAS, after all comments and evidence, both written and
oral, were received by the City Council, the public hearing was closed on July 27, 2021, and, on such date, the Council adopted an ordinance levying such special assessments (the "Assessment
Ordinance"); and WHEREAS, in the Assessment Ordinance, the Council approved and accepted the Service and Assessment Plan (as defined in the Assessment Ordinance) relating to the District
and levied the Assessments (as defined in the Indenture (defined below)) against the Major Improvement Area Assessed Property (as defined in the Service and Assessment Plan); and WHEREAS,
the Council has found and determined that it is in the best interests of the City to issue its bonds to be designated "City of Anna, Texas, Special Assessment Revenue Bonds, Series
2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)" (the "Bonds"), such Bonds to be payable from and secured by the Pledged Revenues (as defined in
the Indenture); and WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of (i) paying the Costs (as defined in the Indenture), (ii) paying interest on
the Bonds during and after the period of acquisition and construction of the Major Improvement Area Projects (as defined in the Indenture), (iii) funding a reserve fund for payment
of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District and (v) paying the costs of issuance of the Bonds; and WHEREAS,
the Council has found and determined to approve (i) the issuance of the Bonds to finance the Major Improvement Area Projects, (ii) the form, terms and provisions of the Indenture securing
the Bonds authorized hereby, (iii) the form, terms and provisions of a 2 Bond Purchase Agreement (defined below) between the City and the Underwriter (defined below), (iv) a Limited
Offering Memorandum (defined below), (v) a Continuing Disclosure Agreement (defined below), (vi) the form, terms and provisions of a Landowner Agreement (defined below), and (vii) the
form, terms and provisions of a Construction, Funding and Acquisition Agreement (defined below); and WHEREAS, the meeting at which this Ordinance is considered is open to the public
as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; NOW, THEREFORE BE
IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Findings. The findings and determinations set forth in the preamble hereof are hereby incorporated by
reference for all purposes as if set forth in full herein. Section 2. Approval of Issuance of Bonds and Indenture of Trust. (a) The issuance of the Bonds in the principal amount of
$2,896,000 for the purpose of (i) paying the Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Major Improvement
Area Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and
(v) paying the costs of issuance of the Bonds, is hereby authorized and approved. (b) The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture"),
dated as of August 1, 2021, between the City and Regions Bank, an Alabama state banking corporation with offices in Houston, Texas, as trustee (the "Trustee"), with such changes as
may be necessary or desirable to carry out the intent of this Ordinance and as approved by the Mayor or Mayor Pro Tem of the City, such approval to be evidenced by the execution and
delivery of the Indenture, which Indenture is hereby approved in substantially final form attached hereto as Exhibit A and incorporated herein as a part hereof for all purposes. The
Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute the Indenture and the City Secretary is hereby authorized and directed to attest such signature of the
Mayor or Mayor Pro Tem. (c) The Bonds shall be dated, shall mature on the date or dates and in the principal amount or amounts, shall bear interest, shall be registered as to both
principal and interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set
forth in the Indenture, with such insertions, omissions and modifications as may be required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall be payable
from and secured by the Pledged Revenues (as defined in the Indenture) and other assets of the Trust Estate (as defined in the Indenture) pledged to the Bonds, and shall never be payable
from ad valorem taxes or any other funds or revenues of the City. Section 3. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall be sold to FMSbonds, Inc. (the "Underwriter")
at the price and on the terms and provisions set forth in that certain Bond Purchase Agreement (the "Purchase Agreement"), dated the date 3 hereof, between the City and the Underwriter,
attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest of the City. The form, terms and
provisions of the Purchase Agreement are hereby authorized and approved and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver the Purchase
Agreement. The Mayor’s or Mayor Pro Tem’s signature on the Purchase Agreement may be attested by the City Secretary. The Initial Bond shall be registered in the name of the Underwriter.
Section 4. Limited Offering Memorandum. The form and substance of the Preliminary Limited Offering Memorandum and any addenda, supplement or amendment thereto and the final Limited
Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Limited Offering Memorandum") are hereby approved and adopted in all respects. The Limited
Offering Memorandum, with such appropriate variations as shall be approved by the Mayor or Mayor Pro Tem of the City and the Underwriter, may be used by the Underwriter in the offering
and sale of the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum (as defined in the Purchase
Agreement) and the Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution
of the Preliminary Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. The City deems the Preliminary Limited Offering Memorandum final,
within the meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), as of its date, except for
the omission of information specified in Section (b)(1) of the Rule, as permitted by Section (b)(1) of the Rule. Notwithstanding the approval and delivery of such Preliminary Limited
Offering Memorandum and Limited Offering Memorandum by the Council, the Council is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum pertaining to the Major Improvement Area Projects, the Developer or its financial ability, any builders, any landowners
or the appraisal of the property in the District. Section 5. Continuing Disclosure Agreement. The City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract
Public Improvement District No. 2 Major Improvement Area Project) Continuing Disclosure Agreement of the Issuer (the "Continuing Disclosure Agreement") between the City, P3Works, LLC
and Regions Bank is hereby authorized and approved in substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes, and the Mayor
or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose
of this Ordinance and approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. Section 6. Landowner Agreement. That certain Major Improvement
Area Landowner Agreement (the "Landowner Agreement"), between the City and the entity defined in the Landowner Agreement as the "Landowner" is hereby authorized and approved in substantially
the form attached hereto as Exhibit D which is incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem is each hereby authorized and directed to execute
and deliver such Landowner Agreement with such changes as may be required to carry out the purposes of this Ordinance and approved by the Mayor or Mayor Pro Tem, such approval to be
evidenced by the execution thereof. 4 Section 7. Construction, Funding and Acquisition Agreement. That certain agreement titled Sherley Tract Public Improvement District No. 2 Major
Improvement Area Construction, Funding and Acquisition Agreement (the "Construction, Funding and Acquisition Agreement") between the City and the Developer is hereby authorized and
approved in substantially the form attached hereto as Exhibit E which is incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem is hereby authorized and
directed to execute and deliver such Construction, Funding and Acquisition Agreement with such changes as may be required to carry out the purpose of this Ordinance and then as approved
by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof. The Mayor’s or Mayor Pro Tem’s signature on the Construction, Funding and Acquisition Agreement
may be attested by the City Secretary. Section 8. Additional Actions. The Mayor, the Mayor Pro Tem, the City Manager, the Finance Director and the City Secretary are hereby authorized
and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with
the terms of this Ordinance. The Mayor, the Mayor Pro Tem, the City Manager, the Finance Director and the City Secretary are hereby authorized and directed to execute and deliver any
and all certificates, agreements, notices, instruction letters, requisitions and other documents which may be necessary or advisable in connection with the sale, issuance and delivery
of the Bonds and the carrying out of the purposes and intent of this Ordinance. Section 9. Severability. If any Section, paragraph, clause or provision of this Ordinance shall for
any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions
of this Ordinance. Section 10. Effective Date. This Ordinance is passed on one reading as authorized by Texas Government Code, Section 1201.028, and shall be effective immediately
upon its passage and adoption. ------------------------------- A-1 EXHIBIT A INDENTURE OF TRUST INDENTURE OF TRUST By and Between CITY OF ANNA, TEXAS and REGIONS BANK,
as Trustee DATED AS OF AUGUST 1, 2021 SECURING $2,896,000 CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR
IMPROVEMENT AREA PROJECT) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION ......................................... 4 Section 1.1. Definitions........................
................................................................................... 4 Section 1.2. Findings...........................................................................................
.................. 14 Section 1.3. Table of Contents, Titles and Headings. ........................................................... 14 Section 1.4. Interpretation. ..............................
...................................................................... 14 ARTICLE II THE BONDS .......................................................................................................
... 14 Section 2.1. Security for the Bonds. ..................................................................................... 14 Section 2.2. Limited Obligations. ..............................
........................................................... 15 Section 2.3. Authorization for Indenture. .............................................................................
15 Section 2.4. Contract with Owners and Trustee. .................................................................. 15 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING
THE BONDS ................................................................................................................................ 15 Section 3.1. Authorization. ...........................
........................................................................ 15 Section 3.2. Date, Denomination, Maturities, Numbers and Interest. .................................. 16
Section 3.3. Conditions Precedent to Delivery of Bonds. ..................................................... 16 Section 3.4. Medium, Method and Place of Payment. .................................
......................... 17 Section 3.5. Execution and Registration of Bonds. .............................................................. 18 Section 3.6. Refunding Bonds. .......................
...................................................................... 18 Section 3.7. Ownership. ....................................................................................................
.... 19 Section 3.8. Registration, Transfer and Exchange. ............................................................... 19 Section 3.9. Cancellation. .............................................
........................................................ 20 Section 3.10. Temporary Bonds. .............................................................................................
20 Section 3.11. Replacement Bonds. ......................................................................................... 21 Section 3.12. book-Entry-Only System. .............................
.................................................... 22 Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only System. 23 Section 3.14. Payments to Cede &
Co. ................................................................................... 23 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY ..........................................
23 Section 4.1. Limitation on Redemption. ............................................................................... 23 Section 4.2. Mandatory Sinking Fund Redemption. .......................
...................................... 23 Section 4.3. Optional Redemption. ....................................................................................... 25 Section 4.5.
Partial Redemption............................................................................................ 25 Section 4.6. Notice of Redemption to Owners. ......................................
.............................. 26 Section 4.7. Payment upon Redemption. .............................................................................. 26 Section 4.8. Effect of Redemption.
....................................................................................... 27 ARTICLE V FORM OF THE BONDS ..............................................................................
......... 27 Section 5.1. Form Generally. ................................................................................................ 27 Section 5.2. Form of the Bonds. .......................
.................................................................... 28 Section 5.3. CUSIP Registration. ..........................................................................................
36 Section 5.4. Legal Opinion. .................................................................................................. 36 ARTICLE VI FUNDS AND ACCOUNTS .................................
................................................ 36 ii Section 6.1. Establishment of Funds and Accounts. ............................................................. 36 Section 6.2.
Initial Deposits to Funds and Accounts. ........................................................... 37 Section 6.3. Pledged Revenue Fund. ..........................................................
.......................... 38 Section 6.4. Bond Fund. ........................................................................................................ 39 Section 6.5. Project
Fund. ..................................................................................................... 40 Section 6.6. Redemption Fund. ........................................................
..................................... 42 Section 6.7. Reserve Fund. ................................................................................................... 43 Section 6.8.
Rebate Fund: Rebatable Arbitrage. ................................................................... 45 Section 6.9. Administrative Fund. .........................................................
............................... 45 Section 6.10. Investment of Funds. ........................................................................................ 45 ARTICLE VII COVENANTS
..................................................................................................... 47 Section 7.1. Confirmation of Assessments. ..................................................
........................ 47 Section 7.2. Collection and Enforcement of Assessments. ................................................... 47 Section 7.3. Against Encumbrances. .......................
.............................................................. 48 Section 7.4. Records, Accounts, Accounting Reports. ......................................................... 48 Section
7.5. Covenants Regarding Tax Exemption of Interest on Bonds. ............................ 48 ARTICLE VIII LIABILITY OF THE CITY ....................................................................
........... 51 Section 8.1. Liability of City................................................................................................. 52 ARTICLE IX THE TRUSTEE ............................
........................................................................ 52 Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. ......................... 52 Section
9.2. Trustee Entitled to Indemnity. .......................................................................... 52 Section 9.3. Responsibilities of the Trustee. ....................................
..................................... 53 Section 9.4. Property Held in Trust. ..................................................................................... 54 Section 9.5.
Trustee Protected in Relying on Certain Documents. ....................................... 54 Section 9.6. Compensation. ............................................................................
...................... 55 Section 9.7. Permitted Acts. .................................................................................................. 55 Section 9.8. Resignation
of Trustee. ..................................................................................... 55 Section 9.9. Removal of Trustee. ...............................................................
........................... 56 Section 9.10. Successor Trustee.............................................................................................. 56 Section 9.11. Transfer
of Rights and Property to Successor Trustee. ..................................... 57 Section 9.12. Merger, Conversion or Consolidation of Trustee. ............................................
57 Section 9.13. Trustee to File Continuation Statements. .......................................................... 57 Section 9.14. Accounts, Periodic Reports and Certificates.
................................................... 58 Section 9.15. Construction of Indenture. ................................................................................ 58
ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE ......................... 58 Section 10.1. Amendments Permitted. .............................................................................
....... 58 Section 10.2. Owners’ Meetings. ............................................................................................ 59 Section 10.3. Procedure for Amendment with
Written Consent of Owners. .......................... 59 Section 10.4. Procedure for Amendment not Requiring Owner Consent. .............................. 60 Section 10.5. Effect
of Supplemental Indenture. .................................................................... 60 Section 10.6. Endorsement or Replacement of Bonds Issued after Amendments. .................
61 Section 10.7. Amendatory Endorsement of Bonds. ................................................................ 61 Section 10.8. Waiver of Default. ..............................................
.............................................. 61 iii Section 10.9. Execution of Supplemental Indenture. .............................................................. 61 ARTICLE XI
DEFAULT AND REMEDIES.............................................................................. 61 Section 11.1. Events of Default. .............................................................
................................ 61 Section 11.2. Immediate Remedies for Default. ..................................................................... 62 Section 11.3. Restriction
on Owner’s Action. ........................................................................ 63 Section 11.4. Application of Revenues and Other Moneys after Default. ..............................
64 Section 11.5. Effect of Waiver. ............................................................................................... 64 Section 11.6. Evidence of Ownership of Bonds.
.................................................................... 65 Section 11.7. No Acceleration. ..............................................................................................
. 65 Section 11.8. Mailing of Notice. ............................................................................................. 65 section 11.9. Exclusion of Bonds. ............................
.............................................................. 65 ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS ................................. 66 Section 12.1. Representations
as to Trust Estate ............................................................................ .66 Section 12.2. General. ..........................................................................
................................... 66 ARTICLE XIII SPECIAL COVENANTS .................................................................................. 66 Section 13.1. Further Assurances;
Due Performance. ............................................................ 66 Section 13.2. Other Obligations or Other Liens; Refunding Bonds; Future Improvement Area Bonds. ...................
................................................................................................... 67 Section 13.3. Books of Record. ................................................................
.............................. 69 ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE ................................................................................
... 69 Section 14.1. Trust Irrevocable. .............................................................................................. 69 Section 14.2. Satisfaction of Indenture. ..................
................................................................ 69 Section 14.3. Bonds Deemed Paid. .........................................................................................
69 ARTICLE XV MISCELLANEOUS ............................................................................................ 70 Section 15.1. Benefits of Indenture Limited to Parties.
.......................................................... 70 Section 15.2. Successor is Deemed Included in all References to Predecessor. .................... 71 Section 15.3. Execution
of Documents and Proof of Ownership by Owners. ........................ 71 Section 15.4. No Waiver of Personal Liability. ......................................................................
71 Section 15.5. Notices to and Demands on City and Trustee. .................................................. 71 Section 15.6. Partial Invalidity.................................................
............................................... 72 Section 15.7. Applicable Laws. .............................................................................................. 72 Section
15.8. Payment on Business Day. ................................................................................ 72 Section 15.9. Construction, Funding and Acquisition Agreement Amendments
and Supplements. ................................................................................................................. 73 Section 15.10. Counterparts. ................................
..................................................................... 73 Section 15.11. No Boycott of Israel. .........................................................................................
73 Section 15.12. No Terrorist Organization. ................................................................................ 73 EXHIBIT A: DESCRIPTION OF THE PROPERTY WITHIN THE
MAJOR IMPROVEMENT AREA OF SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 INDENTURE OF TRUST THIS INDENTURE, dated as of August 1, 2021, is by and between the CITY OF ANNA, TEXAS
(the "City"), and REGIONS BANK, Houston, Texas, as trustee (together with its successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and
not otherwise defined shall have the meanings assigned thereto in Article I. WHEREAS, on October 20, 2020, a petition (the "Petition") was submitted and filed with the City Secretary
of the City (the "City Secretary") pursuant to the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act" or "PID Act"), requesting
the creation of a public improvement district located within the extraterritorial jurisdiction of the City to be known as "Sherley Tract Public Improvement District No. 2" (the "District");
and WHEREAS, the Petition contained the signatures of the owners of taxable real property representing more than fifty percent of the appraised value of taxable real property liable
for assessment within the District, as determined by the then current ad valorem tax rolls of the Rockwall Central Appraisal District, and the signatures of record property owners who
own taxable real property that constitutes more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on November 10,
2020, the City Council of the City (the "City Council") adopted Resolution No. 2020-11-825 accepting the Petition and calling a public hearing on the creation of the District December
8, 2020; and WHEREAS, after due notice, on December 8, 2020 the City Council opened, conducted and closed the public hearing in the manner required by law on the advisability of the
improvement projects and services described in the Petition as required by Section 372.009 of the PID Act and made the findings required by Section 372.009(b) of the PID Act and, by
Resolution No. 2020-12-839 adopted by the City Council (the "Creation Resolution"), authorized the District in accordance with its finding as to the advisability of the improvement
projects and services; and WHEREAS, following the adoption of the Creation Resolution, the City published notice of its authorization of the District in a newspaper of general circulation
in the City; and WHEREAS, no written protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after the
date of publication of such notice; and WHEREAS, the City, pursuant to Section 372.0l6(b) of the PID Act, published notice of a public hearing in a newspaper of general circulation
in the City to consider the proposed "Assessment Roll" and the "Service and Assessment Plan" and the levy of the "Assessments" on property in the District; and WHEREAS, the City,
pursuant to Section 372.0l6(c) of the PID Act, mailed notice of the public hearing to consider the proposed Assessment Roll and the Service and Assessment Plan 2 and the levy of Assessments
on property in the District to the last known address of the owners of the property liable for the Assessments; and WHEREAS, the City Council convened the public hearing on July 27,
2021, at which all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the Service and Assessment Plan,
the Assessment Roll, and the Assessments, and to offer testimony pertinent to any issue presented on the amount of the Assessments, the allocation of Major Improvement Area Project
Costs, the purposes of the Assessments, the special benefits of the Assessments, and the penalties and interest on annual installments and on delinquent annual installments of the Assessments;
and WHEREAS, at the July 27, 2021 public hearing referenced above, there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment
Plan, the allocation of Major Improvement Area Project Costs, the Assessment Roll, or the levy of the Assessments; and WHEREAS, the City Council closed the public hearing and, after
considering all written and documentary evidence presented at the public hearing, including all written comments and statements filed with the City, at a meeting held on July 27, 2021,
approved and accepted the Service and Assessment Plan in conformity with the requirements of the PID Act and adopted the Assessment Ordinance, which Assessment Ordinance approved the
Assessment Roll and levied the Assessments; and WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds payable from the Assessments for the purpose of (i) paying
a portion of the Major Improvement Area Project Costs, (ii) paying interest on the Bonds during and after the period of acquisition and construction of the Major Improvement Area Projects,
(iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District and (v) paying the
costs of issuance of the Bonds; and WHEREAS, the City Council now desires to issue its revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Anna, Texas,
Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)" (the "Bonds"), such Bonds being payable solely from the
Trust Estate and for the purposes set forth in this preamble; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth in this Indenture;
NOW, THEREFORE, the City, in consideration of the foregoing premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds by the
Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and
DELIVER to the Trustee for the benefit of the Owners, a security interest in all of the moneys, rights and properties described in the Granting Clauses hereof, as follows (collectively,
the "Trust Estate"): 3 FIRST GRANTING CLAUSE The Pledged Revenues, as herein defined, including all moneys and investments held in the Pledged Funds, including any contract or any
evidence of indebtedness related thereto or other rights of the City to receive any of such moneys or investments, whether now existing or hereafter coming into existence, and whether
now or hereafter acquired; and SECOND GRANTING CLAUSE Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing
of any kind, conveyed, pledged, assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the
Trustee is hereby authorized to receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof; and THIRD GRANTING CLAUSE
Any and all proceeds of the foregoing property and proceeds from the investment of the foregoing property; TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired,
unto the Trustee and its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds from
time to time issued under and secured by this Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and for the performance of and compliance with
the obligations, covenants, and conditions of this Indenture; PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to be paid, the principal or Redemption
Price of and the interest on the Bonds at the times and in the manner stated in the Bonds, according to the true intent and meaning thereof, then this Indenture and the rights hereby
granted shall cease, terminate and be void; otherwise this Indenture is to be and remain in full force and effect; IN ADDITION, the Bonds are special obligations of the City payable
solely from the Pledged Revenues, as and to the extent provided in this Indenture. The Bonds do not give rise to a charge against the general credit or taxing powers of the City and
are not payable except as provided in this Indenture. Notwithstanding anything to the contrary herein, the Owners of the Bonds shall never have the right to demand payment thereof out
of any funds of the City other than the Pledged Revenues. The City shall have no legal or moral obligation to pay for the Bonds out of any funds of the City other than the Pledged
Revenues. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated, and delivered and the Trust
Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses,
and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time
of the Bonds as follows: 4 ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires
otherwise in this Indenture, the following terms shall have the meanings specified below: "Account", in the singular, means any of the accounts established pursuant to Section 6.1
of this Indenture, and "Accounts", in the plural, means, collectively, all of the accounts established pursuant to Section 6.1 of this Indenture. "Additional Interest" means the 0.50%
additional interest charged on the Assessments pursuant to Section 372.018 of the PID Act. "Administrative Fund" means that Fund established by Section 6.1 and administered pursuant
to Section 6.9. "Administrator" means an employee or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other
agreement or document approved by the City related to the duties and responsibilities of the administration of the District. "Annual Collection Costs" means the actual or budgeted
costs and expenses related specifically to the Major Improvement Area, including costs and expenses related to the creation and operation of the District, and the construction of the
Major Improvement Area Projects, including, but not limited to, costs and expenses for: (i) the Administrator; (ii) City staff; (iii) legal counsel, engineers, accountants, financial
advisors, and other consultants engaged by the City; (iv) calculating, collecting, and maintaining records with respect to Assessments and Annual Installments; (v) preparing and maintaining
records with respect to Assessment Rolls and Annual Service Plan Updates; (vi) paying and redeeming Bonds; (vii) investing or depositing Assessments and Annual Installments; (viii)
complying with the Service and Assessment Plan, this Indenture and the PID Act with respect to the Bonds, including continuing disclosure requirements; and (ix) the paying agent/registrar
and Trustee in connection with Bonds, including their respective legal counsel. Annual Collection Costs do not include payment of the actual principal of, redemption premium, if any,
and interest on the Bonds. Annual Collection Costs collected and not expended in any year shall be carried forward and applied to reduce Annual Collection Costs in subsequent years.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year (excluding interest paid from funds on deposit in the Capitalized
Interest Account of the Bond Fund), assuming that the Outstanding Bonds are retired as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of
the Outstanding Bonds due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). 5 "Annual Installment" means, with respect to each Assessed Property,
each annual payment of: (i) the principal of and interest on the Assessments as shown on the Assessment Roll or in an Annual Service Plan Update, and as shown in Exhibit F-2 to the
Service and Assessment Plan, and calculated as provided in Section VI of the Service and Assessment Plan, (ii) Annual Collection Costs and (iii) the Additional Interest. "Annual Service
Plan Update" means an update to the Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council, including, without limitation,
updates in connection with the incurrence or issuance of Future Improvement Area Bonds. "Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations,
and any amendments thereto, of the State or of the United States of America, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from
which its powers may be derived. "Assessed Property" means the property located in the Major Improvement Area that benefit from the Major Improvement Area Projects, and is defined
as the "Major Improvement Area Assessed Property" in the Service and Assessment Plan. "Assessment Ordinance" means the ordinance adopted by the City Council on July 27, 2021, as may
be amended or supplemented, that levied the Assessments on the Assessed Property. "Assessment Revenues" means the revenues received by the City from the collection of Assessments,
including Prepayments, Annual Installments and Foreclosure Proceeds. "Assessment Roll" means the "Major Improvement Area Assessment Roll", which document is attached to the Service
and Assessment Plan as Exhibit F-1, as updated, modified or amended from time to time. "Assessments" means an assessment levied against Assessed Property based on the special benefit
conferred on such Parcels by the Major Improvement Area Projects. "Assessments" do not include any Future Improvement Area Assessments. "Attorney General" means the Attorney General
of the State. "Authorized Denomination" means $100,000 and any integral multiple of $1,000 in excess thereof. The City prohibits any Bond to be issued in a denomination of less than
$100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000, and any attempt to accomplish either of the foregoing shall be
void and of no effect. "Authorized Improvements" mean those improvements authorized by Section 372.003 of the PID Act for which assessments are levied, including those described in
the Service and Assessment Plan. "Bond" means any of the Bonds. 6 "Bond Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm of attorneys designated by
the City that are nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the
Fund established pursuant to Section 6.1 and administered pursuant to Section 6.4 of this Indenture. "Bond Ordinance" means the ordinance adopted by the City Council on July 27, 2021
authorizing the issuance of the Bonds pursuant to this Indenture. "Bond Pledged Revenue Account" means the Account in the Pledged Revenue Fund established pursuant to Section 6.1 of
this Indenture. "Bond Year" means the one-year period beginning on October 1 in each year and ending on September 30 in the following year. "Bonds" means the City’s bonds authorized
to be issued by Section 3.1 of this Indenture entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement
Area Project)" and, in the event the City issues Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds" shall include such Refunding Bonds. "Business Day" means any day
other than a Saturday, Sunday or legal holiday in the State observed as such by the City or the Trustee or any national holiday observed by the Trustee. "Capitalized Interest Account"
means the Account in the Bond Fund established pursuant to Section 6.1 of this Indenture. "Certification for Payment" means a certificate substantially in the form of Exhibit B to
the Construction, Funding and Acquisition Agreement or otherwise approved by the Developer and a City Representative executed by a Person approved by a City Representative, delivered
to a City Representative and the Trustee specifying the amount of work performed related to the Major Improvement Area Projects and the Actual Costs thereof, and requesting payment
for such Actual Costs from money on deposit in an account of the Project Fund as further described in the Construction, Funding and Acquisition Agreement and Section 6.5 herein. "City
Order" means written instructions by the City, executed by a City Representative. "City Representative" means that official or agent of the City authorized by the City Council to
undertake the action referenced herein. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Comptroller"
means the Comptroller of Public Accounts of the State. 7 "Construction, Funding and Acquisition Agreement" means the "Sherley Tract Public Improvement District No. 2 Major Improvement
Area Construction, Funding and Acquisition Agreement" by and between the City and the Developer dated as of July 27, 2021, which provides, in part, for the deposit of proceeds from
the issuance and sale of the Bonds and the payment of costs of Major Improvement Area Projects within the District, the issuance of bonds, and other matters related thereto. "Costs
of Issuance Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture. "Defeasance Securities" means Investment Securities then authorized
by applicable law for the investment of funds to defease public securities. "Delinquency and Prepayment Reserve Account" means the reserve account administered by the City and segregated
from other funds of the City and established by Section 6.1 of this Indenture. "Delinquency and Prepayment Reserve Requirement" means an amount equal to 3.15% of the principal amount
of the Outstanding Bonds to be funded from Assessment Revenues deposited to the Pledged Revenue Fund. "Delinquent Collection Costs" means, for a Parcel, interest, penalties and other
costs and expenses that are authorized by the PID Act and by the Assessment Ordinance and that directly or indirectly relate to the collection of delinquent Assessments, delinquent
Annual Installments, or any other delinquent amounts due under the Service and Assessment Plan, including costs and expenses related to the foreclosure of liens. "Delivery Date" means
August 16, 2021, which is the date of delivery of the Bonds to the initial purchaser or purchasers thereof against payment therefor. "Designated Payment/Transfer Office" means (i)
with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment office designated by the Paying Agent/Registrar, which shall initially be located in
Houston, Texas, and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor.
"Developer" means MM Anna 325, LLC, a Texas limited company, and any successor thereto. "DTC" means The Depository Trust Company of New York, New York, or any successor securities
depository. "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received
by the City from the enforcement of the Assessments against any Assessed Property, 8 whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection
Costs. "Fund", in the singular, means any of the funds established pursuant to Section 6.1 of this Indenture, and "Funds", in the plural, means, collectively, all of the funds established
pursuant to Section 6.1 of this Indenture. "Future Improvement Area" means a distinct portion of the Major Improvement Area that may be developed in a phase, as a separate and distinct
Improvement Areas, after Improvement Area #1. "Future Improvement Area Assessed Property" means any and all Parcels within a Future Improvement Area other than Non‐Benefited Property
and as shown on an assessment roll against which a Future Improvement Area Assessment relating to the Future Improvement Area Improvements is levied. "Future Improvement Area Assessment"
means the assessments levied on Future Improvement Area Assessed Property within a Future Improvement Area to fund Future Improvement Area Improvements. The Future Improvement Area
Assessments are not a part of the Trust Estate, are not security for the Bonds and will not be used to finance construction of the Major Improvement Area Projects. "Future Improvement
Area Bonds" means bonds, notes or other obligations issued or incurred to fund Future Improvement Area Improvements (or a portion thereof) in a Future Improvement Area secured by Future
Improvement Area Assessments levied against the Future Improvement Area Assessed Property located within the Future Improvement Area benefitting from the Future Improvement Area Improvements
being financed. "Future Improvement Area Improvements" means the Authorized Improvements which only benefit the Future Improvement Areas and will be described in the Service and Assessment
Plan. "Future Improvement Area Value to Lien Ratio" means the ratio of the appraised value of a specific assessed parcel or assessed parcels, as applicable, in a Future Improvement
Area, based on an Independent Appraisal, to the Future Improvement Area Assessments levied or to be levied on a specific parcel or parcels, as applicable, within such Future Improvement
Area. "Improvement Area" means specifically defined and designated portions of the District that are developed in phases. "Improvement Area #1" means that portion of the District
generally described in Section II of the Service and Assessment Plan and generally shown in Exhibit A-1 to the Service and Assessment Plan and as specifically described in Exhibit A-2
to the Service and Assessment Plan. 9 “Improvement Area #1 Bonds” means those certain “City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement
District No. 2 Improvement Area #1 Project)”. "Indenture" means this Indenture of Trust as originally executed or as it may be from time to time supplemented or amended by one or more
indentures supplemental hereto and entered into pursuant to the applicable provisions hereof. "Independent Appraisal" means, in establishing the appraised value, (i) the appraised
value of a specific assessed parcel or assessed parcels, as applicable, in a specific Future Improvement Area for which the Future Improvement Area Bonds are to be issued as established
by publicly available data from the Collin Central Appraisal District, (ii) the Collin Central Appraisal District Chief Appraiser’s estimated assessed valuation for completed homes
(home and lot assessed valuation) and estimated lot valuation for lots on which homes are under construction, (iii) an “as-complete” appraisal delivered by an independent appraiser
licensed in the State of Texas, which appraisal shall assume completion of the Future Improvement Area Improvements to be funded with the Future Improvement Area Bonds, (iv) a certificate
delivered to the City by a qualified independent third party (which party may be the Administrator or a licensed appraiser) certifying on an individual lot type basis, the value of
each lot in the Future Improvement Area, as applicable, for which such Future Improvement Area Bonds are to be issued based on either (x) the average gross sales price (which is the
gross amount including escalations and reimbursements due to the seller of the lots) for each lot type based on closings of lots in the Future Improvement Area for which such Future
Improvement Area Bonds are to be issued or any preceding Improvement Areas of the District for which bonds have been issued to fund Authorized Improvements or (y) the sales price in
the actual lot purchase contracts in the Future Improvement Area for which the Future Improvement Area Bonds are to be issued. "Independent Financial Consultant" means any consultant
or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have experience in matters relating to the issuance and/or
administration of the Bonds; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City,
or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly
retained to make reports to the City. "Initial Bonds" means the Initial Bonds authorized by Section 5.2 of this Indenture. "Interest Payment Date" means the date or dates upon which
interest on the Bonds is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being on March 15 and September 15 of each year, commencing March
15, 2022. "Investment Securities" means those authorized investments described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are,
at the time made, included in and authorized by the City’s official investment policy as approved by the City Council from time to time. Such Investment Securities may include money
market funds that are rated in either of the two highest categories by a rating agency, including funds for which the Trustee and/or its affiliates provide investment advisory or other
management 10 services; provided that such money market funds are authorized investments described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended. "Major
Improvement Area Bond Improvement Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture. "Major Improvement Area" means that portion
of the District generally described in Section II of the Service and Assessment Plan and generally shown in Exhibit A-3 to the Service and Assessment Plan and as specifically described
in Exhibit A-3 to the Service and Assessment Plan and in Exhibit A to this Indenture. "Major Improvement Area Project Costs" means the Actual Costs, as defined in the Service and Assessment
Plan (excluding Annual Collection Costs), solely for the Major Improvement Area Projects, as such amounts are set forth in the Service and Assessment Plan. "Major Improvement Area
Projects" means the pro rata portion of the Major Improvements allocable to the Major Improvement Area. "Major Improvements" means the Authorized Improvements that confer special benefit
to the entire District, and as further described in Section III.A and depicted on Exhibit G-2 to the Service and Assessment Plan. "Maximum Annual Debt Service" means the largest Annual
Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Outstanding" means, as of any particular date when used with
reference to Bonds, all Bonds authenticated and delivered under this Indenture except (i) any Bond that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation)
at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond shall have been made as provided in Article IV, (iii) any
Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to Section 3.10 and (iv) Bond alleged to have been mutilated, destroyed,
lost or stolen which have been paid as provided in this Indenture. "Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in the Register, which shall be
Cede & Co., as nominee for DTC, so long as the Bonds are in bookentry only form and held by DTC as securities depository in accordance with Section 3.11. "Parcel" or "Parcels" means
a parcel or parcels within the District identified by either a tax map identification number assigned by the Collin Central Appraisal District for real property tax purposes or by lot
and block number in a final subdivision plat recorded in the real property records of Collin County. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto
as provided in this Indenture. 11 "Person" or "Persons" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof. “PID Bonds” means any bonds issued by the City in one or more series and secured in
whole or in part by an assessment levied against a parcel within the District and imposed pursuant to an assessment ordinance and the provisions in the Service and Assessment Plan,
including the Bonds, any Refunding Bonds, the Improvement Area #1 Bonds and any Future Improvement Area Bonds, if any. "Pledged Funds" means, collectively, the Pledged Revenue Fund,
the Bond Fund, the Project Fund (excluding the Developer Improvement Account), the Reserve Fund and the Redemption Fund. "Pledged Revenue Fund" means that fund established pursuant
to Section 6.1 and administered pursuant to Section 6.3 of this Indenture. "Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the portion of the Assessments
and Annual Installments collected for the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held
in any of the Pledged Funds and (iii) any additional revenues that the City may pledge to the payment of the Bonds. "Prepayment" means the payment of all or a portion of an Assessment
before the due date thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest or penalties on a delinquent installment of an Assessment
are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment. "Principal and Interest Account" means the Account in the
Bond Fund established pursuant to Section 6.1 of this Indenture. "Project Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5. "Purchaser"
means the initial purchaser of the Bonds. "Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the Treasury Regulations. "Rebate Fund" means that fund
established pursuant to Section 6.1 and administered pursuant to Section 6.8. "Record Date" means the close of business on the last Business Day of the month next preceding an Interest
Payment Date. "Redemption Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.6. 12 "Redemption Price" means, when used with respect
to any Bond or portion thereof, the principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus accrued and unpaid interest on such Bond to the date
fixed for redemption payable upon redemption thereof pursuant to this Indenture. "Refunding Bonds" means bonds issued to refund all or any portion of the Outstanding Bonds and secured
by a parity lien with the Outstanding Bonds on the Pledged Revenues, as more specifically described in the Supplemental Indenture authorizing such Refunding Bonds. "Register" means
the register specified in Article III of this Indenture. "Reimbursement Agreement" means the PID Reimbursement Agreement Sherley Tract Public Improvement District No. 2 by and between
the City and the Developer, dated July 27, 2021, as may be amended and/or supplemented from time to time, which provides, in part, for the construction and maintenance of the Major
Improvement Area Projects, the issuance of the Bonds, the payment or reimbursement of costs of Major Improvement Area Projects not paid from the Project Fund, and other matters related
thereto. "Reserve Account" means the Account in the Reserve Fund established pursuant to Section 6.1 of this Indenture. "Reserve Fund" means that fund established pursuant to Section
6.1 and administered pursuant to Section 6.7. "Reserve Fund Obligations" means cash or Investment Securities. "Reserve Account Requirement" means the least of: (i) Maximum Annual
Debt Service on the Bonds as of the date of issuance, (ii) 125% of average Annual Debt Service on the Bonds as of the date of issuance, and (iii) 10% of the proceeds of the Bonds; provided,
however, that such amount shall be reduced by the amount of any transfers made pursuant to Section 6.7(c); and provided further that as a result of (1) an optional redemption pursuant
to Section 4.3 or (2) an extraordinary optional redemption pursuant to Section 4.4, the Reserve Account Requirement shall be reduced by a percentage equal to the pro rata principal
amount of Bonds redeemed by such redemption divided by the total principal amount of the Outstanding Bonds prior to such redemption. As of the Delivery Date, the Reserve Account Requirement
is $198,230.00 which is an amount equal to the Reserve Account Requirement defined above. "Service and Assessment Plan" means the document, including the Assessment Roll, which is
attached as Exhibit F-1 to the Service and Assessment Plan attached as EXHIBIT A to the Assessment Ordinance, as may be updated, amended and supplemented from time to time, including,
without limitation, in connection with the incurrence or issuance of Future Improvement Area Bonds. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity
the principal of a Stated Maturity of Bonds payable from such installments at the times and in the amounts provided in Section 4.2. 13 "Special Record Date" has the meaning set forth
in in the form of Bond included in Section 5.2 hereof. "State" means the State of Texas. "Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable, are
scheduled to mature without regard to any redemption or Prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and a City Representative
pursuant to an ordinance adopted by the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized
hereunder. "Treasury Regulations" shall have the meaning assigned to such term in Section 7.5(c). "Trust Estate" means the Trust Estate described in the granting clauses of this
Indenture, and the Trust Estate shall only include Pledged Revenues related to the Assessments levied on the Assessed Property within the Major Improvement Area for the Major Improvement
Area Projects, unless the City pledges additional revenues to the payment of the Bonds, which additional pledge may only be created in a Supplemental Indenture. "Trustee" means Regions
Bank, an Alabama state banking corporation with offices in Houston, Texas, in its capacity as trustee hereunder, and its successors, and any other corporation or association that may
at any time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds. "Value of Investment Securities" means
the amortized value of any Investment Securities, provided, however, that all United States of America, United States Treasury Obligations – State and Local Government Series shall
be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations
shall include accrued interest on the investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition "amortized value," when
used with respect to a security purchased at par means the purchase price of such security and when used with respect to a security purchased at a premium above or discount below par,
means as of any subsequent date of valuation, the value obtained by dividing the total premium or discount by the number of interest payment dates remaining to maturity on any such
security after such purchase and by multiplying the amount as calculated by the number of interest payment dates having passed since the date of purchase and (i) in the case of a security
purchased at a premium, by deducting the product thus obtained from the purchase price, and (ii) in the case of a security purchased at a discount, by adding the product thus obtained
to the purchase price. "Value to Lien Ratio" means the ratio of the appraised value of a specific assessed parcel or assessed parcels, as applicable, in a Future Improvement Area,
based on an Independent Appraisal, to the sum of (i) the Future Improvement Area Assessments levied or to be levied on a specific parcel or parcels, as applicable, within such Future
Improvement Area and (ii) the outstanding Assessments levied on such parcel or parcels, as applicable, within such Future Improvement Area. 14 Section 1.2. Findings. The declarations,
determinations and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.3.
Table of Contents, Titles and Headings. The table of contents, titles, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in
construing this Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires
otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be
construed to include correlative words of the plural number and vice versa. (b) Words importing persons include any individual, corporation, limited liability company, partnership,
joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a particular Article
or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. ARTICLE II THE BONDS Section 2.1. Security for the Bonds. (a) The Bonds, as
to principal, interest and redemption premium, if any, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate. (b) The lien
on and pledge of the Trust Estate shall be valid and binding and fully perfected from and after the Delivery Date without physical delivery or transfer of control of the Trust Estate,
the filing of this Indenture or any other act; all as provided in Chapter 1208 of the Texas Government Code, as amended, which applies to the issuance of the Bonds and the pledge of
the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If State law is amended at any time while the Bonds are Outstanding
such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject to the filing requirements of Chapter 9, Business and Commerce Code, then in order
to preserve 15 to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and
necessary under State law to comply with the applicable provisions of Chapter 9, Business and Commerce Code and enable a filing to perfect the security interest in said pledge to occur.
Section 2.2. Limited Obligations. The Bonds are special and limited obligations of the City, payable solely from and secured solely by the Trust Estate, including the Pledged Revenues;
and the Bonds shall never be payable out of funds raised or to be raised by taxation or from any other revenues, properties or income of the City. Section 2.3. Authorization for
Indenture. The terms and provisions of this Indenture and the execution and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council.
The City has ascertained and it is hereby determined and declared that the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in
the preambles of this Indenture and that each and every covenant or agreement herein contained and made is necessary, useful and/or convenient in order to better secure the Bonds and
is a contract or agreement necessary, useful and/or convenient to carry out and effectuate the purposes herein described. Section 2.4. Contract with Owners and Trustee. (a) The
purposes of this Indenture are to establish a lien and the security for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the Bonds
and to prescribe the rights of the Owners, and the rights and duties of the City and the Trustee. (b) In consideration of the purchase and acceptance of any or all of the Bonds by
those who shall purchase and hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owner, and shall be deemed to be
and shall constitute a contract among the City, the Owners, and the Trustee. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.1. Authorization.
The Bonds are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued
in the aggregate principal amount of $2,896,000 for the purpose of (i) paying a portion of the Major Improvement Area Project Costs, (ii) paying a portion of the interest on the Bonds
during and after the period of acquisition and construction of the Major Improvement Area Projects, (iii) funding a reserve fund for payment of principal and interest on the Bonds,
(iv) paying a portion 16 of the costs incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds. Section 3.2. Date, Denomination, Maturities,
Numbers and Interest. (a) The Bonds shall be dated the Delivery Date and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons,
and shall be numbered separately from R-1 upward, except the Initial Bond, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the later of the Delivery
Date or the most recent Interest Payment Date to which interest has been paid or provided for, at the rate per annum set forth below until the principal thereof has been paid on the
maturity date specified below, or on a date of earlier redemption, or otherwise provided for. Such interest shall be payable semiannually on March 15 and September 15 of each year,
commencing March 15, 2022, computed on the basis of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 15 in the years and in the principal amounts and
shall bear interest at the rates set forth below: Year Principal Amount Interest Rate 2031 $ 514,000 4.500% 2051 2,382,000 5.000 (d) The Bonds shall be subject to mandatory sinking
fund redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV, and shall otherwise have the terms, tenor, denominations, details,
and specifications as set forth in the form of Bond set forth in Section 5.2. Section 3.3. Conditions Precedent to Delivery of Bonds. The Bonds shall be executed by the City and
delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City,
but only upon delivery to the Trustee of: (a) a certified copy of the Assessment Ordinance; (b) a certified copy of the Bond Ordinance; (c) a copy of the executed Construction,
Funding and Acquisition Agreement with all executed amendments thereto; (d) a copy of this Indenture executed by the Trustee and the City; (e) an executed City Order directing the
authentication and delivery of the Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are to be delivered, stating the purchase
price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee; 17 (f) an executed Signature and No-Litigation Certificate; (g) an
executed opinion of Bond Counsel; and (h) the approving opinion of the Attorney General of the State and the State Comptroller’s registration certificate. Section 3.4. Medium, Method
and Place of Payment. (a) Principal of and interest on the Bonds shall be paid in lawful money of the United States of America, as provided in this Section. (b) Interest on the
Bonds shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date or Special Record Date, as applicable. (c) Interest on
the Bonds shall be paid by check, dated as of the Interest Payment Date, and sent, first class United States mail, postage prepaid, by the Paying Agent/Registrar to each Owner at the
address of each as such appears in the Register or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall
bear all risk and expense of such other banking arrangement. (d) The principal of each Bond shall be paid to the Owner of such Bond on the due date thereof, whether at the maturity
date or the date of prior redemption thereof, upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date
for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer
Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not
a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made
on the due date thereof as specified in Section 3.2 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust,
uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar
law of the State, any such payments remaining unclaimed by the Owners entitled thereto for three (3) years after the applicable payment or redemption date shall be applied to the next
payment or payments on the Bonds thereafter coming due and, to the extent any such money remains after the retirement of all Outstanding Bonds, shall be paid to the City to be used
for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be liable or responsible to any holders of such Bonds for any further payment
of such unclaimed moneys or on account of any such Bonds, subject to any applicable escheat law or similar law of the State. 18 Section 3.5. Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and City Secretary, by their manual or facsimile signatures, and the official seal of the City shall be impressed
or placed in facsimile thereon such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers,
and such facsimile seal on the Bonds shall have the same effect as if the official seal of the City had been manually impressed upon each of the Bonds. (b) In the event that any officer
of the City whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof, such manual or
facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid
or obligatory for any purpose or be entitled to any security or benefit of this Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form
provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory
of the Trustee sign the Certificate of Trustee on all of the Bonds. In lieu of the executed Certificate of Trustee described above, the Initial Bond delivered on the Delivery Date
shall have attached thereto the Comptroller’s Registration Certificate substantially in the form provided herein, manually executed by the Comptroller, or by his duly authorized agent,
which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General, is a valid and binding obligation of the City, and has been registered by the
Comptroller. (d) On the Delivery Date, one Initial Bond representing the entire principal amount of all Bonds, payable in stated installments to the Purchaser, or its designee, executed
with the manual or facsimile signatures of the Mayor and the City Secretary, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered
to the Purchaser or its designee. Upon payment for the Initial Bond, the Trustee shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive
Bond for each year of maturity of the Bonds, in the aggregate principal amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.6.
Refunding Bonds. (a) Except in accordance with the provisions of this Indenture, including Section 13.2, the City shall not issue additional bonds, notes or other obligations payable
from any portion of the Trust Estate, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any
portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State of Texas. Except as limited
by the terms of this Indenture, including Section 13.2, the City reserves the right to incur debt payable from sources other than the Trust Estate, including revenue derived from contracts
with other entities, including private corporations, municipalities and political subdivisions issued 19 particularly for the purchase, construction, improvement, extension, replacement,
enlargement or repair of the facilities needed in performing any such contract. (b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to mandatory sinking
fund redemption or mature on September 15 of the years in which such principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any interest payment
dates for Refunding Bonds must be March 15 and September 15. The date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions
of Refunding Bonds shall be set forth in a Supplemental Indenture. (c) Upon their authorization by the City, the Refunding Bonds of a series issued under this Section 3.6 and in accordance
with Article IV hereof shall be issued and shall be delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers
or owners there shall have been filed with the Trustee the items required by Section 3.3 above. Section 3.7. Ownership. (a) The City, the Trustee, the Paying Agent/Registrar and
any other Person may treat the Person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment as provided herein (except
interest shall be paid to the Person in whose name such Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not such
Bond is overdue, and none of the City, the Trustee or the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of
any Bond shall be valid and effectual and shall discharge the liability of the City, the Trustee and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section
3.8. Registration, Transfer and Exchange. (a) So long as any Bond remains outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer
Office a Register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance
with this Indenture. The Paying Agent/Registrar represents and warrants that it will maintain a copy of the Register, and shall cause the Register to be current with all registration
and transfer information as from time to time may be applicable. (b) A Bond shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer
Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective
until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar
for a Bond or Bonds of the same maturity and interest rate and in any Authorized Denomination and in an aggregate 20 principal amount equal to the unpaid principal amount of the Bond
presented for exchange. The Trustee is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) The Trustee is hereby authorized
to authenticate and deliver Bonds transferred or exchanged in accordance with this Section. A new Bond or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond
being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred
Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and
security of this Indenture to the same extent as the Bond or Bonds in lieu of which such transferred Bond is delivered. (e) Each exchange Bond delivered in accordance with this Section
shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu
of which such exchange Bond is delivered. (f) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination
of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection with the registration, transfer, or exchange of a Bond. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond
or portion thereof called for redemption prior to maturity within forty-five (45) days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable
to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.9. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this
Indenture, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Indenture, shall be cancelled, and proper records
shall be made regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture provision is made for the cancellation by the Trustee of any Bonds, the Trustee
shall dispose of cancelled Bonds in accordance with its record retention policies. Section 3.10. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond
and pending the preparation of definitive Bonds, the proper officers of the City may execute and, upon the City’s request, the Trustee shall authenticate and deliver, one or more temporary
Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they
are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds may determine,
as evidenced by their signing of such temporary Bonds. 21 (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security
of this Indenture. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Trustee the Bonds in definitive form; thereupon, upon the presentation and
surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and the Trustee shall authenticate
and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate principal amount, as
the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.11. Replacement Bonds. (a) Upon
the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Trustee shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and
principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any
tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond is lost, apparently
destroyed or wrongfully taken, the Trustee, pursuant to the applicable laws of the State and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser,
shall authenticate and deliver a replacement Bond of like tenor and principal amount bearing a number not contemporaneously outstanding, provided that the Owner first complies with
the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft
of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Trustee to save them and the City harmless; (iii) pays all
expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar and any tax or other governmental
charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Trustee. (c) After the delivery of such replacement
Bond, if a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the City and the Paying Agent/Registrar
shall be entitled to recover such replacement Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the City, the Paying Agent/Registrar or the Trustee in connection therewith.
22 (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in
its discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and payable or may pay such Bond when it becomes due and payable. (e) Each replacement
Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this
Indenture to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.12. Book-Entry-Only System. (a) The Bonds shall initially be issued
in book-entry-only form and shall be deposited with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the blanket issuer letter of representations
from the City to DTC. On the Delivery Date, the definitive Bonds shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of
Cede & Co., as nominee for DTC. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility
or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence,
the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect
to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown in the Register of any amount with respect
to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled
to treat and consider the Person in whose name each Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any,
and interest on Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond,
and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective
Owners as shown in the Register, as provided in this Indenture, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect
to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive
a Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice
to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being
mailed to the registered owner at the close of business on the Record Date or Special Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new nominee
of DTC. 23 Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only System. In the event that the City determines that DTC is incapable of discharging its
responsibilities described herein and in the blanket issuer letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to
act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and
transfer one or more separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds and cause
the Paying Agent/Registrar to transfer one or more separate registered Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer
be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee,
or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Section 3.14. Payments to Cede & Co.
Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the blanket letter
of representations from the City to DTC. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.1. Limitation on Redemption. The Bonds shall be subject to redemption before
their scheduled maturity only as provided in this Article IV. Section 4.2. Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September 15 in each of the years 2031
and 2051 (collectively, the “Term Bonds”), are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at the Redemption
Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI, on the dates and in the respective sinking fund installments
as set forth in the following schedule: 24 Term Bonds maturing September 15, 2031 Redemption Date Sinking Fund Installment Amount 2024 $56,000 2025 58,000 2026 61,000 2027 63,000
2028 65,000 2029 68,000 2030 70,000 2031* 73,000 Term Bonds maturing September 15, 2051 Redemption Date Sinking Fund Installment Amount 2032 $ 76,000 2033 79,000 2034 83,000 2035
86,000 2036 90,000 2037 94,000 2038 98,000 2039 103,000 2040 107,000 2041 112,000 2042 117,000 2043 123,000 2044 129,000 2045 135,000 2046 141,000 2047 147,000 2048 154,000 2049 162,000
2050 169,000 2051* 177,000 __________ * Stated Maturity. (b) At least thirty (30) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction
authorized by this Indenture, the Trustee shall select by lot, or by any other customary method that results in a random selection, a principal amount of Bonds of such maturity equal
to the Sinking Fund Installment amount of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice
of such mandatory sinking fund redemption, as provided in Section 4.6. (c) The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant
to subparagraph (a) of this Section 4.2 shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 30 25 days prior to the sinking
fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of purchase thereof, and
delivered to the Trustee for cancellation. (d) The Sinking Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph
(a) of this Section 4.2 shall be reduced in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall
have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions in Sections 4.3 and 4.4, respectively, hereof, and not previously credited to
a mandatory sinking fund redemption. Section 4.3. Optional Redemption. The City reserves the right and option to redeem Bonds before their scheduled maturity date, in whole or
in part, on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price. Section 4.4. Extraordinary Optional Redemption.
The City reserves the right and option to redeem Bonds before their respective scheduled maturity dates, in whole or in part, on the fifteenth day of any month, at the Redemption
Price, from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the Redemption Fund as provided in Section 6.7(c)) or any other transfers
to the Redemption Fund under the terms of this Indenture. Section 4.5. Partial Redemption. (a) If less than all of the Bonds are to be redeemed pursuant to either Sections 4.3
or 4.4, Bonds shall be redeemed in increments of $1,000 by any method selected by the Trustee that results in a random selection, provided that no redemption shall cause the principal
amount of any Bond to be less than the minimum Authorized Denomination for such Bond. Notwithstanding the foregoing, if any Bonds are to be partially redeemed and such redemption results
in the redemption of a portion of a single Bond in an amount less than the Authorized Denomination in effect at that time, a Bond in the principal amount equal to the unredeemed portion,
but not less than $1,000, may be issued, and notwithstanding any other provision of this Indenture, such Bond may be assigned a CUSIP number. Each Bond shall be treated as representing
the number of Bonds that is obtained by dividing the principal amount of such Bond by the minimum Authorized Denomination for such Bond. (b) A portion of an Outstanding Bond of any
one maturity may be redeemed, but only in a principal amount equal to $1,000 or any integral thereof. If a portion of an Outstanding Bond of a maturity is selected for redemption pursuant
to subsection 4.5(a) hereof, the Trustee shall select the Outstanding Bonds of such maturity to be redeemed by lot or in any manner deemed fair by the Trustee. The Trustee shall treat
each $1,000 portion of such Bond as though it were a single Bond for purposes of selection for redemption. No redemption shall result in a Bond in a denomination of less than an Authorized
Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination after giving effect to 26 such partial redemption, a Bond in the principal
amount equal to the unredeemed portion, but not less than $1,000, may be issued. (c) Upon surrender of any Bond for redemption in part, the Trustee in accordance with Section 3.7
of this Indenture, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange
being without charge. Section 4.6. Notice of Redemption to Owners. (a) Upon written direction from the City to the Trustee of the exercise of any redemption provision provided
hereunder, the Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed
for redemption, to the Owner of each Bond or portion thereof to be redeemed, at the address shown in the Register. (b) The notice shall state the redemption date, the Redemption
Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, and subject to Section 4.5, an identification
of the Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied,
such Bond shall become due and payable. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives
such notice. (d) With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before
giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption,
or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and
sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice
of redemption was given, that the Bonds have not been redeemed. (e) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section
4.3 or 4.4 by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available
on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture.
Upon written direction from the City, the Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. Section 4.7. Payment
Upon Redemption. (a) The Trustee shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Redemption
Fund or 27 otherwise received by the Trustee from the City and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds being redeemed. (b) Upon presentation
and surrender of any Bond called for redemption at the designated corporate trust office of the Trustee on or after the date fixed for redemption, the Trustee shall pay the Redemption
Price on such Bond to the date of redemption from the moneys set aside for such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in
Section 4.6 of this Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment
of the Redemption Price of such Bonds to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from
and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. ARTICLE V FORM OF THE BONDS Section 5.1. Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller, the Certificate of the Trustee, and the Assignment to appear on each of the Bonds, (i) shall be substantially
in the form set forth in this Article with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Indenture, and (ii) may have
such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers
executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference
thereto on the face of the Bonds. (c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced
in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General
may be typewritten and photocopied or otherwise reproduced. 28 Section 5.2. Form of the Bonds. (a) Form of Bond. REGISTERED NO. ______ United States of America State
of Texas CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BOND, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT) REGISTERED $__________ INTEREST
RATE MATURITY DATE DELIVERY DATE CUSIP NUMBER ______% September 15, 20__ __________, 2021 __________ The City of Anna, Texas (the "City"), for value received, hereby promises
to pay, solely from the Trust Estate, to or registered assigns, on the Maturity Date, as specified above, the sum of ______________________________ DOLLARS unless this
Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest
on the unpaid principal amount hereof from the later of the Delivery Date, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for
until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months,
such interest to be paid semiannually on March 15 and September 15 of each year, commencing March 15, 2022. Capitalized terms appearing herein that are defined terms in the Indenture
(defined below) have the meanings assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond
shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in
Houston, Texas (the "Designated Payment/Transfer Office"), of NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION,
SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. ______________________________________ 29 Regions Bank, as trustee and paying
agent/registrar (the "Trustee"), or, with respect to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond
is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such
other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment
of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the last Business
Day of the month next preceding such Interest Payment Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter,
a new record date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from
the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five Business Days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee
at the close of business on the last Business Day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close,
then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due.
This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the designation specified in its title (herein referred to as the "Bonds"), dated as of
the Delivery Date and issued in the aggregate principal amount of $2,896,000 and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of August
1, 2021 (the "Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature
and extent of the lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are to be,
authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured
by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Major Improvement Area Project Costs, (ii) paying a portion of
the interest on the Bonds during and after the period of acquisition and construction of the Major Improvement Area Projects, (iii) funding a reserve fund for payment of principal and
interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds. The Bonds are special,
limited obligations of the City payable solely from the Trust Estate. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the
Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the
acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture. 30 IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding
Bonds payable from and secured by a lien on and pledge of the sources described above on a parity with this Bond. Notwithstanding any provision hereof, the Indenture may be released
and the obligation of the City to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for
such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in denominations of $100,000 and any multiple of $1,000 in excess thereof ("Authorized
Denominations"). Except to the extent permitted by the Indenture, the City prohibits the breaking up or allocation of CUSIP numbers to any Bond or Bonds in denominations of less than
$100,000, and any attempt to do so will be void and of no effect. The Bonds maturing on September 15 in the years 2031 and 2051 (collectively, "Term Bonds"), are subject to mandatory
sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal
and Interest Account of the Bond Fund pursuant to Article VI of the Indenture, on the dates and in the respective sinking fund installments as set forth in the following schedule:
Term Bonds maturing September 15, 2031 Redemption Date Sinking Fund Installment Amount 2024 $56,000 2025 58,000 2026 61,000 2027 63,000 2028 65,000 2029 68,000 2030 70,000 2031* 73,000
31 Term Bonds maturing September 15, 2051 Redemption Date Sinking Fund Installment Amount 2032 $ 76,000 2033 79,000 2034 83,000 2035 86,000 2036 90,000 2037 94,000 2038 98,000 2039
103,000 2040 107,000 2041 112,000 2042 117,000 2043 123,000 2044 129,000 2045 135,000 2046 141,000 2047 147,000 2048 154,000 2049 162,000 2050 169,000 2051* 177,000 __________
* Stated Maturity. At least thirty (30) days prior to each sinking fund redemption date, and subject to any prior reduction authorized by the Indenture, the Trustee shall select
for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Bonds of such maturity equal to the sinking fund installments of such
Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section
4.6 of the Indenture. The principal amount of Bonds required to be redeemed on any sinking fund redemption date shall be reduced, at the option of the City, by the principal amount
of any Bonds of such maturity which, at least 30 days prior to the sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of
such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. The Sinking Fund Installments of Term Bonds required to
be redeemed on any mandatory sinking fund redemption shall be reduced in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking
fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions in the Indenture and not previously credited to a
mandatory sinking fund redemption. 32 The City reserves the right and option to redeem Bonds before their scheduled maturity date, in whole or in part, on any date on or after September
15, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price. The Bonds are subject to extraordinary optional redemption prior to maturity in whole or
in part, on the fifteenth day of any month, at the Redemption Price from amounts on deposit in the Redemption Fund as a result of Prepayments or any other transfers to the Redemption
Fund under the terms of the Indenture. A portion of an Outstanding Bond of any one maturity may be redeemed, but only in a principal amount equal to $1,000 or any integral thereof.
If a portion of an Outstanding Bond of a maturity is selected for redemption pursuant to the Indenture, the Trustee shall select the Outstanding Bonds of such maturity to be redeemed
by lot or in any manner deemed fair by the Trustee. The Trustee shall treat each $1,000 portion of such Bond as though it were a single Bond for purposes of selection for redemption.
No redemption shall result in a Bond in a denomination of less than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination
after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. Upon written direction from
the City to the Trustee of the exercise of any redemption provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds by sending notice by first
class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be redeemed, at the address
shown on the Register. The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds
Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions,
if any, to such redemption have been satisfied, such Bond shall become due and payable. Any notice so given shall be conclusively presumed to have been duly given, whether or not the
Owner receives such notice. With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed
before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption,
or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and
sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice
of redemption was given, that the Bonds have not been redeemed. The City has the right to rescind any optional redemption or extraordinary optional redemption described in the Indenture
by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on
the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the 33 Indenture.
The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the Indenture at any time Outstanding
affected by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding,
on behalf of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent
or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any
Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture,
this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to
the Trustee, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction
of such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate
principal amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for
redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange
by the registered owner of the uncalled principal balance of a Bond. The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the
owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special
Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER
THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE
BONDS. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that
the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation. IN WITNESS WHEREOF, the City Council of the City has caused this
Bond to be executed under the official seal of the City. 34 ____________________________ City Secretary Mayor
[CITY SEAL] (b) Form of Comptroller’s Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond: REGISTRATION
CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ______________ THE STATE OF TEXAS § I HEREBY CERTIFY THAT there
is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this
day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________. _______________________________ Comptroller of Public Accounts of the State of
Texas [SEAL] (c) Form of Certificate of Trustee. CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within
mentioned Indenture. REGIONS BANK, as Trustee DATED: _________________ By: _____________________________ 35 Authorized Signatory (d) Form of Assignment. ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name and address, including zip code, of Transferee.) ____________________________________________
_________________________________ _____________________________________________________________________________ _____________________________________________________________________________
(Social Security or other identifying number: ____________________________) the within Bond and all rights hereunder, and hereby irrevocably constitutes and appoints _______________________________
____________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________
Signature Guaranteed by: ___________________________________ Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner
as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee. (e) The Initial Bond shall be in the form set forth
in paragraphs (a) through (d) of this section, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall
both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity
Date, as specified above, the sum of ______________________________ DOLLARS" shall be deleted and the following will be inserted: "on September 15 in each of the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule: Year Principal Amount Interest Rate (Information to be inserted from Section 3.2(c));
and 36 (iii) the Initial Bond shall be numbered T-1. Section 5.3. CUSIP Registration. The City may secure identification numbers through CUSIP Global Services, managed by
S&P Global Markets Intelligence on behalf of the American Bankers Association, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and none of the City, the attorneys
approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Except as authorized under Section 4.5 hereof, the
City prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000,
and any attempt to accomplish either of the foregoing shall be void and of no effect. The Trustee may include in any redemption notice a statement to the effect that the CUSIP numbers
on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Bondholders and that neither the City nor the Trustee shall
be liable for any inaccuracies in such numbers. Section 5.4. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond over the certification
of the City Secretary of the City, which may be executed in facsimile. ARTICLE VI FUNDS AND ACCOUNTS Section 6.1. Establishment of Funds and Accounts. (a) Creation of Funds.
The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; (iii) Project Fund; (iv) Reserve Fund; (v)
Redemption Fund; (vi) Rebate Fund; and (vii) Administrative Fund. 37 (b) Creation of Accounts. (i) The following Accounts are hereby created and established under the
Bond Fund: (A) Capitalized Interest Account; and (B) Principal and Interest Account. (ii) The following Accounts are hereby created and established under the Reserve Fund:
(A) Reserve Account; and (B) Delinquency and Prepayment Reserve Account. (iii) The following Accounts are hereby created and established under the Project Fund: (A) Major
Improvement Area Bond Improvement Account; (B) Major Improvement Area Developer Improvement Account; and (C) Costs of Issuance Account. (iv) The following Account is hereby created
and established under the Pledged Revenue Fund: (A) Bond Pledged Revenue Account. (c) Each Fund and each Account created within such Fund shall be maintained by the Trustee separate
and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate solely
for the benefit of the Owners of the Bonds. The Major Improvement Area Developer Improvement Account shall constitute a trust fund which shall be held in trust by the Trustee solely
for the benefit of the Developer. The Major Improvement Area Developer Improvement Account shall not be part of the Trust Estate and shall not be security for the Bonds. Amounts in
the Major Improvement Area Developer Improvement Account shall not be used to pay the principal of or interest on the Bonds. Amounts on deposit in the Funds and Accounts shall be used
solely for the purposes set forth herein. (d) Interest earnings and profit on each respective Fund and Account established by this Indenture shall be applied or withdrawn for the
purposes of such Fund or Account as specified below. Section 6.2. Initial Deposits to Funds and Accounts. 38 (a) The proceeds from the sale of the Bonds shall be paid to the Trustee
and deposited or transferred by the Trustee as follows: (i) to the Capitalized Interest Account of the Bond Fund: $295,917.42; (ii) to the Principal and Interest Account of the
Bond Fund: $0.00; (iii) to the Reserve Account of the Reserve Fund: $198,230.00, which is equal to the initial Reserve Account Requirement; (iv) to the Costs of Issuance Account
of the Project Fund: $193,403.50; (v) to the Major Improvement Area Bond Improvement Account of the Project Fund: $2,086,569.08; and (vi) to the Administrative Fund: $35,000.00.
(b) Funds received from the Developer on the Delivery Date in the amount of $173,080.92 shall be deposited to the Major Improvement Area Developer Improvement Account. Section 6.3.
Pledged Revenue Fund. (a) Periodically upon receipt thereof, the City shall transfer to the Trustee for deposit to the Pledged Revenue Fund the Assessments and Annual Installments,
other than the portion of the Assessments and Annual Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, which shall be deposited to the
Administrative Fund in accordance with Section 6.9 hereof. Following such deposit to the Pledged Revenue Fund, the City shall transfer or cause to be transferred the following amounts
from the Pledged Revenue Fund to the following Accounts: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund, an amount sufficient to pay debt service on the
Bonds next coming due, and (ii) second, if necessary, to the Reserve Account of the Reserve Fund, an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement.
Notwithstanding the foregoing, the Additional Interest shall only be utilized for the purposes set forth in Section 6.7 hereof and, immediately following the initial deposit to the
Pledged Revenue Fund, prior to any other transfers or deposits being made under this Section 6.3(a), if the Delinquency and Prepayment Reserve Account of the Reserve Fund does not contain
the Delinquency and Prepayment Reserve Requirement and Additional Interest is collected, then all such Additional Interest will be transferred into the Delinquency and Prepayment Reserve
Account until the Delinquency and Prepayment Reserve Requirement is met. In addition, in the event the City owes Rebatable Arbitrage to the United States Government pursuant to Section
6.8 hereof, the City shall provide written direction to the Trustee to transfer to the Rebate Fund, prior to any other transfer under this Section 6.3(a), the full amount of Rebatable
Arbitrage owed by the City, as further described in Section 6.11(f) hereof. If any funds remain on deposit in the Pledged Revenue Fund after the foregoing deposits are made, the City
shall have the option, in its sole and absolute discretion, to use such excess funds for any one or more of the following purposes: (i) pay other costs of the Major Improvement Area
Projects, (ii) pay other costs permitted by the PID Act, or (iii) deposit such excess into the Redemption Fund to redeem Bonds as provided in 39 Article IV. Along with each transfer
to the Trustee, the City shall provide a certificate as to the funds, accounts and payments into which the amounts are to be deposited or paid. (b) From time to time as needed to
pay the obligations relating to the Bonds, but no later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw from the Pledged Revenue Fund and transfer
to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account and any expected transfers
from the Capitalized Interest Account to the Principal and Interest Account, such that the amount on deposit in the Principal and Interest Account equals the principal (including any
Sinking Fund Installments) and interest due on the Bonds on the next Interest Payment Date. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided
in Section 6.7, there are insufficient funds to make the payments provided in paragraph (b) above, the Trustee shall apply the available funds in the Principal and Interest Account
first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds. (d) The Trustee shall transfer Prepayments to the Redemption
Fund to be used to redeem Bonds pursuant to Section 4.4 promptly after deposit of such amounts into the Pledged Revenue Fund. (e) Promptly after the deposit of Foreclosure Proceeds
into the Pledged Revenue Fund, the Trustee shall transfer such Foreclosure Proceeds first to the Reserve Fund to restore any transfers from the Accounts within the Reserve Fund made
with respect to the particular Assessed Property to which the Foreclosure Proceeds relate (first, to replenish the Reserve Account Requirement and second, to replenish the Delinquency
& Prepayment Reserve Requirement), and second, to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4. (f) After satisfaction of the requirement to provide for
the payment of the principal and interest on the Bonds and to fund any deficiency that may exist in the Reserve Fund, the Trustee shall transfer any Pledged Revenues remaining in the
Pledged Revenue Fund for the purposes set forth in Section 6.3(a) hereof, as directed by the City in a City Order. Section 6.4. Bond Fund. (a) On each Interest Payment Date, the
Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and interest then due
and payable on the Bonds, less any amount to be used to pay interest on the Bonds on such Interest Payment Date from the Capitalized Interest Account as provided below. (b) If amounts
in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount
of such insufficiency pursuant to Section 6.7(f). Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar.
40 (c) Moneys in the Capitalized Interest Account shall be used for the payment of all interest due on the Bonds on March 15, 2022, September 15, 2022, March 15, 2023 and September
15, 2023. Not later than five Business Days prior to the Interest Payment Date specified above, the Trustee shall withdraw from the Capitalized Interest Account and transfer to the
Principal and Interest Account of the Bond Fund all interest due on the Bonds on such Interest Payment Dates. Any amounts on deposit to the Capitalized Interest Account after the foregoing
payments shall be transferred to the Major Improvement Area Bond Improvement Account of the Project Fund, or if the Major Improvement Area Bond Improvement Account of the Project Fund
has been closed as provided in Section 6.5(d) or (f), such amounts shall be transferred to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 and the Capitalized
Interest Account shall be closed. (d) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the
payments provided in paragraph (a) above, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of
principal (including any Sinking Fund Installments) on the Bonds. Section 6.5. Project Fund. (a) Money on deposit in the Major Improvement Area Bond Improvement Account of the
Project Fund shall be used for the purposes specified in Section 3.1. (b) (1) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to
pay costs of issuance of the Bonds pursuant to one or more City Orders. (2) Disbursements from the Major Improvement Area Bond Improvement Account and the Major Improvement Area Developer
Improvement Account of the Project Fund to pay Major Improvement Area Project Costs shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certification
for Payment. The funds from the Major Improvement Area Bond Improvement Account and the Major Improvement Area Developer Improvement Account of the Project Fund shall be disbursed
in accordance with a Certification for Payment as described in the Construction, Funding and Acquisition Agreement. Each such Certification for Payment shall include a list of the
payees and the payments to be made to such payees as well as a statement that all payments shall be made by check or wire transfer in accordance with the payment instructions set forth
in such Certification for Payment or in the invoices submitted therewith and the Trustee may rely on such payment instructions with no duty to investigate or inquire as to the authenticity
of or authorization for the invoice or the payment instructions contained therein. (c) Except as provided in Section 6.5(d), (e) and (h), money on deposit in the Major Improvement
Area Bond Improvement Account and the Major Improvement Area Developer Improvement Account of the Project Fund shall be used solely to pay Major Improvement Area Project Costs. (d)
If the City Representative determines in his or her sole discretion that certain amounts then on deposit in the Major Improvement Area Bond Improvement Account and the 41 Major Improvement
Area Developer Improvement Account are not expected to be expended for purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Major
Improvement Area Projects such that, in the opinion of the City Representative, it is unlikely that the amounts in the Major Improvement Area Bond Improvement Account and the Major
Improvement Area Developer Improvement Account will ever be expended for the purposes of the Major Improvement Area Bond Improvement Account and the Major Improvement Area Developer
Improvement Account, respectively, the City Representative shall file a City Order with the Trustee which identifies the amounts then on deposit in the Major Improvement Area Bond Improvement
Account and the Major Improvement Area Developer Improvement Account that are not expected to be used for purposes of the respective Account. If such City Order is so filed, the identified
amounts on deposit in the Major Improvement Area Bond Improvement Account shall be transferred to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section
4.4 as directed by the City Representative in a City Order filed with the Trustee, and the identified amounts on deposit in the Major Improvement Area Developer Improvement Account
shall be transferred and released to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(f). Upon such transfer, the Major Improvement
Area Bond Improvement Account and the Major Improvement Area Developer Improvement Account of the Project Fund shall be closed. (e) Upon the filing of a City Order stating that (i)
all Major Improvement Area Projects have been completed and that all Major Improvement Area Project Costs have been paid, or that any Major Improvement Area Project Costs are not required
to be paid from the Major Improvement Area Bond Improvement Account of the Project Fund pursuant to a Certification for Payment, the Trustee shall transfer the amount, if any, remaining
within the Major Improvement Area Bond Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 as directed
by the City Representative in a City Order filed with the Trustee, and the amounts on deposit in the Major Improvement Area Developer Improvement Account shall be transferred and released
to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(f). Upon such transfer, the Major Improvement Area Bond Improvement Account and
Major Improvement Area Developer Improvement Account of the Project Fund shall be closed. (f) Any amounts in the Major Improvement Area Developer Improvement Account to be transferred
and released pursuant to Section 6.5(d), (e) or (h) shall be irrevocably and unconditionally transferred and released to the Developer, or to the Developer's successors and assigns
or designees as identified in a written notice from the Developer to the Trustee and the City. The City and the Trustee shall solely and conclusively rely as to payment of amounts
released from the Major Improvement Area Developer Improvement Account on any such written notice from the Developer as to their successors and assigns or designees. The City shall
provide written notice of the release to the Trustee and Developer, or to the Developer's successors and assigns or designees, and the amount payable to the Developer, or its successors
and assigns or designees. (g) Upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Costs of Issuance
Account shall be transferred to the Major Improvement Area Bond Improvement Account of the Project Fund and used to pay Major Improvement Area Project Costs or to the Principal and
Interest Account and 42 used to pay interest on the Bonds, as directed in a City Order filed with the Trustee, and the Costs of Issuance Account shall be closed. (h) In the event
the Developer has not completed the Major Improvement Area Projects by July 15, 2026, then the City may provide written direction to the Trustee to (i) transfer all funds on deposit
in the Major Improvement Area Bond Improvement Account to the Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof, and (ii) transfer and release amounts on deposit in the
Major Improvement Area Developer Improvement Account to the Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(f). Upon such transfers, the
Major Improvement Area Bond Improvement Account and Major Improvement Area Developer Improvement Account of the Project Fund shall be closed. (i) In providing any disbursement under
this Section, the Trustee may conclusively rely as to the completeness and accuracy of all statements in such Certification for Payment if such certificate is signed by a City Representative,
and the Trustee shall not be required to make any independent investigation in connection therewith. The execution of any Certification for Payment by a City Representative shall constitute,
unto the Trustee, an irrevocable determination that all conditions precedent to the payments requested have been completed. Section 6.6. Redemption Fund. The Trustee shall cause
to be deposited to the Redemption Fund from the Pledged Revenue Fund an amount sufficient to redeem Bonds as provided in Sections 4.3 and 4.4 on the dates specified for redemption as
provided in Sections 4.3 and 4.4. Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds as provided in Article IV. 43 Section 6.7.
Reserve Fund. (a) The City agrees with the Owners of the Bonds to accumulate and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve Account
Requirement. All amounts deposited in the Reserve Account shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the
Bond Fund as provided in this Indenture. The Trustee will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account
on March 15 of each year, commencing March 15, 2022, an amount the City confirms to the Trustee is equal to the Additional Interest until the Delinquency and Prepayment Reserve Requirement
has been accumulated in the Delinquency and Prepayment Reserve Account; provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is
less than Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency
and Prepayment Reserve Requirement has accumulated in the Delinquency and Prepayment Reserve Account. In calculating the amounts to be transferred pursuant to this Section, the Trustee
may conclusively rely on the Annual Installments as shown on the Assessment Roll in the Service and Assessment Plan unless and until it receives a City Order directing that a different
amount be used. Whenever a transfer is made from the Reserve Account to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the
City, specifying the amount withdrawn and the source of said funds. The Additional Interest shall continue to be collected and deposited pursuant to this Section 6.7 until the Bonds
are no longer Outstanding. (b) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof
to the City, specifying the amount withdrawn and the source of said funds. (c) In the event of an extraordinary optional redemption of Bonds from the proceeds of a Prepayment pursuant
to Section 4.4, the Trustee, pursuant to prior written directions from the City, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified
in such directions, which shall be an amount equal to the principal amount of Bonds to be redeemed multiplied by the lesser of: (i) the amount required to be in the Reserve Account
of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by
the principal amount of Outstanding Bonds prior to the redemption. If after such transfer, and after applying investment earnings on the Prepayment toward payment of accrued interest,
there are insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed as a result of such
Prepayment, the Trustee shall transfer an amount equal to the shortfall from the Delinquency and Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of
the Bonds. (d) Whenever, on any Interest Payment Date, or on any other date at the request of a City Representative, the value of cash and Value of Investment Securities on deposit
in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess. Such excess shall be
transferred to the Principal and Interest Account to be used for the payment of interest on the Bonds on the 44 next Interest Payment Date in accordance with Section 6.4, unless within
thirty days of such notice to the City Representative, the Trustee receives a City Order instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof,
(ii) to the Administrative Fund in an amount not more than the Annual Collection Costs for the Bonds, (iii) to the Major Improvement Area Bond Improvement Account of the Project Fund
to pay Major Improvement Area Project Costs if such application and the expenditure of funds is expected to occur within three years of the date hereof, or (iv) to the Redemption Fund
to be applied to the redemption of Bonds. (e) Whenever, on any Interest Payment Date, or on any other date at the written request of the City Representative, the amounts on deposit
in the Delinquency and Prepayment Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the
excess, and such excess shall be transferred, at the direction of the City pursuant to a City Order, to the Administrative Fund for the payment of Annual Collection Costs or to the
Redemption Fund to be used to redeem Bonds pursuant to Section 4.4. In the event that the Trustee does not receive a City Order directing the transfer of such excess to the Administrative
Fund within 45 days of providing notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof and
provide the City with written notification of the transfer. The Trustee shall incur no liability for the accuracy or validity of the transfer so long as the Trustee made such transfer
in full compliance with this Section. (f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds due
on such date, the Trustee shall transfer first from the Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve Fund to the
Bond Fund the amounts necessary to cure such deficiency. (g) At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the Delinquency and Prepayment
Reserve Account shall be transferred to the Principal and Interest Account and applied to the payment of the principal of the Bonds. (h) If, after a Reserve Account withdrawal, the
amount on deposit in the Reserve Account is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account the amount of
such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest, or Sinking Fund Installments. (i) If the amount held in the
Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal amount and of all Outstanding Bonds on the
next date the Bonds may be optionally redeemed by the City at a redemption price of par, together with the unpaid interest accrued on such Bonds as of such date, the moneys shall be
transferred to the Redemption Fund and thereafter used to redeem all Bonds on such date. 45 Section 6.8. Rebate Fund: Rebatable Arbitrage. (a) The Rebate Fund is to be held by
the Trustee in accordance with the terms and provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due the United
States Government in accordance with the Code. The Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds. (b) In order to assure that Rebatable
Arbitrage is paid to the United States rather than to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and the City’s federal
tax certificate for the Bonds, as further set forth in written directions from the City to the Trustee. The Trustee may conclusively rely on such written instructions as set forth
in this Section and shall not be responsible for any loss or liability resulting from the investment of funds under this Section, but only so long as the Trustee follows such written
instructions in all respects. (c) The Trustee conclusively shall be deemed to have complied with the provisions of this Section and shall not be liable or responsible if it follows
the written instructions of the City and shall not be required to take any action under this Section in the absence of instructions from the City. (d) If, on the date of each annual
calculation, the amount on deposit in the Rebate Fund exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City Order, to transfer the amount
in excess of the Rebatable Arbitrage to the Bond Fund. Section 6.9. Administrative Fund. (a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited
to the Administrative Fund the portion of the Assessments and Annual Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in
the Service and Assessment Plan. (b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the other Funds created and administered hereunder and
used as directed by a City Order solely for the purposes set forth in the Service and Assessment Plan, including payment of Annual Collection Costs and Delinquent Collection Costs.
The Administrative Fund shall not be part of the Trust Estate and shall not be security for the Bonds. Section 6.10. Investment of Funds. (a) Money in any Fund or Account, other
than the Reserve Fund, shall be invested by the Trustee in Investment Securities as directed by the City pursuant to a City Order filed with the Trustee; provided that all such deposits
and investments shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times. Money in the Reserve Fund
shall be invested in such Investment Securities as directed by the City pursuant to a City Order filed with the Trustee, provided that the final maturity of any individual Investment
Security shall not exceed 270 days and the average weighted maturity of any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such City Order shall
be a certification, upon which the Trustee may conclusively rely without investigation or inquiry, that the investment directed therein constitutes an 46 Investment Security and that
such investments meet the maturity and average weighted maturity requirements set forth in the preceding sentence. Such investments shall be valued each year in terms of the Value
of Investment Securities as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in the Funds and Accounts may be invested in common
investments of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute
a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is
invested and the share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall
be promptly sold to prevent any default under this Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written or timely instructions with respect
to investments of funds, the Trustee is hereby directed to invest and re-invest cash balances in Morgan Stanley, Fidelity or Federated family of funds, but only so long as such funds
are authorized investments and permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended, or any successor law, and only so long as such investments
constitute Investment Securities and the money required to be expended from any Fund will be available at the proper time or times. (b) Obligations purchased as an investment of
moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this Indenture for transfer of interest earnings and profits
resulting from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished
by transferring a like amount of Investment Securities as directed by the City in writing. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or
agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee
shall not be required to determine the legality of any investments. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of
making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or
held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited
and otherwise as provided in this Indenture. (e) The Trustee will furnish to the City, upon the City’s written request, periodic cash transaction statements which include detail
for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City’s election, such statements will be delivered via the Trustee’s online service
and upon electing such service, paper statements will be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected
by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available
upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. 47 (f) In the event it is found, after an annual calculation has
been done pursuant to Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the City shall direct the Trustee, pursuant to a City Order, to transfer
to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed by the City. The City Order shall specify the
amount to the transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be transferred. Section 6.11. Security of Funds. All Funds heretofore created
or reaffirmed, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds
shall be used only for the purposes and in the manner permitted or required by this Indenture. ARTICLE VII COVENANTS Section 7.1. Confirmation of Assessments. The City hereby
confirms, covenants, and agrees that, in the Assessment Ordinance, it has levied the Assessments against the Assessed Property from which the Assessment Revenues will be collected and
received. Section 7.2. Collection and Enforcement of Assessments. (a) For so long as any Bonds are Outstanding, the City covenants, agrees and warrants that it will take and pursue
all reasonable actions permissib1e under Applicable Laws to cause the Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent
permitted by Applicable Laws, and to cause no reduction, abatement or exemption in the Assessments. (b) To the extent permitted by law, notice of the Annual Installments shall be
sent by, or on behalf of, the City to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Annual Installments are collected
simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the
City. (c) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Annual Installment is delinquent and, if such delinquencies
exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent
charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Annual Installment. Notwithstanding the foregoing, the
City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessments or the corresponding particular Assessed Property. 48
(d) The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs or Annual Collection Costs in connection with its covenants and agreements
under this Section or otherwise other than funds on deposit in the Administrative Fund. Section 7.3. Against Encumbrances. (a) Other than Refunding Bonds issued to refund all
or a portion of the Bonds, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the Pledged Revenues
or upon any other property pledged under this Indenture, except the pledge created for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge
of such property related to the Bonds. (b) So long as Bonds are Outstanding hereunder, the City shall not issue any bonds, notes or other evidences of indebtedness, other than the
Bonds and any Refunding Bonds issued to refund all or a portion of the Bonds, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under
this Indenture, other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. Section 7.4. Records, Accounts, Accounting Reports. The City
hereby covenants and agrees that so long as any Bonds are Outstanding, it will keep and maintain a proper and complete system of records and accounts pertaining to the Assessments.
The Trustee and holder or holders of any Bonds or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect all such records, accounts,
and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized representative,
as applicable, an opportunity to inspect such books and records relating to the Bonds during the City’s regular business hours and on a mutually agreeable date not later than twenty
days after the City receives such request. Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. (a) The City covenants to take any action necessary to assure, or
refrain from any action that would adversely affect, the treatment of the Bonds as an obligation described in section 103 of the Code, the interest on which is not includable in the
"gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10
percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more
than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not,
under the terms of this Article or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code; 49 (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5
percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private
business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount
that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance
loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action that would otherwise result in
the Bonds being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds
that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds,
other than investment property acquired with – (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of refunding bonds, for a period
of 30 days or less until such proceeds are needed for the purpose for which the Bonds or refunding bonds are issued, (B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed
10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the
Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance
refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the Delivery Date) an amount that is at least equal to 90 percent
of 50 the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) In order to facilitate compliance with the above covenant (a)(9),
the Rebate Fund is established by the City pursuant to Section 6.1 for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any
other person, including without limitation the registered Owner. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) The City
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds
of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations or rulings
are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds
under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the City agrees to comply
with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on
the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the Director of Finance to execute any documents, certificates or
reports required by the Code and to make such elections, on behalf of the City, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for Major Improvement Area Project Costs on its books and records in accordance
with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures
within 18 months of the later of the date that (1) the expenditure is made, or (2) the Major Improvement Area Projects are completed; but in no event later than three years after the
date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment
earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the Delivery Date, or (2) the date the Bonds are retired. The City agrees to obtain
the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the taxexempt status
of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability
for federal income tax purposes from gross income of the interest. (e) The City covenants that the projects funded with the proceeds of the Bonds will not be sold or otherwise disposed
in a transaction resulting in the receipt by the City of cash or 51 other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other
disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be obligated to comply with this
covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. ARTICLE
VIII LIABILITY OF CITY Section 8.1. Liability of City. (a) Neither the full faith and credit nor the general taxing power of the City is pledged to the payment of the Bonds, and,
except for the Trust Estate, no City taxes, fee or revenues from any source are pledged to the payment of, or available to pay any portion of, the Bonds or any other obligations relating
to the District. The City shall never be liable for any obligations relating to the Bonds or other obligations relating to the District, other than as specifically provided for in this
Indenture. (b) The City shall not incur any responsibility in respect of the Bonds or this Indenture other than in connection with the duties or obligations explicitly herein or in
the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith.
The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Trustee herein or of any of the
documents executed by the Trustee in connection with the Bonds, or as to the existence of a default or event of default thereunder. (c) In the absence of bad faith, the City may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements
of this Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (d)
No provision of this Indenture, the Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance,
sale, delivery, or administration of the Bonds (collectively, the "Bond Documents"), shall require the City to expend or risk its own general funds or other funds or otherwise incur
any financial liability (other than with respect to the Trust Estate and the Annual Collection Costs) in the performance of any of its obligations hereunder, or in the exercise of any
of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. (e)
Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City’s
failure to perform in any respect any covenant, undertaking, or obligation under any Bond 52 Documents or as a result of the incorrectness of any representation in, or omission from,
any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents
and the PID Act. Any such claim shall be payable only from the Trust Estate or the amounts collected to pay Annual Collection Costs on deposit in the Administrative Fund. Nothing contained
in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any
of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds by mandamus or other proceeding
at law or in equity. (f) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report,
warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel
with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in
good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture the City shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct
on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager
or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions
of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it
may deem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall
not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing
so, upon the opinions, calculations, determinations, and directions of such persons or entities. ARTICLE IX THE TRUSTEE Section 9.1. Acceptance of Trust; Trustee as Registrar
and Paying Agent. (a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the terms and conditions and subject to the
provisions of this Indenture to all of which the parties hereto and the respective Owners of the Bonds agree. (b) The Trustee is hereby designated and agrees to act as Paying Agent/Registrar
for and with respect to the Bonds. Section 9.2. Trustee Entitled to Indemnity. 53 The Trustee shall be under no obligation to institute any suit, or to undertake any proceeding
under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created
or in the enforcement of any rights and powers hereunder, until it shall be indemnified, to the extent permitted by law, to its satisfaction against any and all costs and expenses,
outlays, and counsel fees and other reasonable disbursements, and against all liability except as a consequence of its own negligence or willful misconduct; provided, however, that
in no event shall the Trustee request or require indemnification as a condition to making any deposits, payments or transfers (provided such payment or transfer is prior to an Event
of Default) when required hereunder, or to deliver any notice when required hereunder. To the extent permitted by law and during the occurrence of an Event of Default, the Trustee
shall be entitled to indemnification as a condition to making any deposits, payments or transfers when required hereunder, or to delivering any notice when required hereunder. Nevertheless,
the Trustee may begin suit, or appear in and defend suit, or exercise any such rights and powers as Trustee, and in such case the Trustee may make transfers from the Pledged Revenue
Fund and Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in connection therewith and shall, to the
extent permitted by law, be entitled to a preference therefor over any Bonds Outstanding hereunder. Section 9.3. Responsibilities of the Trustee. (a) The recitals contained in
this Indenture and in the Bonds shall be taken as the statements of the City and the Trustee assumes no responsibility for and undertakes no duty to verify the correctness of the same.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Bonds or with respect to the security afforded by this Indenture, and the Trustee shall
incur no liability with respect thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance
of Bonds for value; (ii) the application of the proceeds thereof, except to the extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any
moneys paid to the City or others in accordance with this Indenture, except as to the application of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage
or rebate under the Code; (v) any loss suffered in connection with any investment of funds in accordance with this Indenture; or (vi) to undertake any other action unless specifically
authorized or required pursuant to a written direction by the City or pursuant to this Indenture. (b) The duties and obligations of the Trustee shall be determined by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, except for
the Trustee’s own negligence or willful misconduct. The Trustee will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties
as are specifically set forth herein. The Trustee will, during the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his/her own affairs. (c) The Trustee shall not be liable
for any action taken or omitted by it in the performance of its duties under this Indenture, except for its own negligence or willful 54 misconduct. In no event shall the Trustee
be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing or use of the Major Improvement
Area Projects. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less
than a majority in principal amount of the Bonds then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture. (d) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agent’s attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or, attorney appointed with due care and in good
faith by it hereunder. Section 9.4. Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by
the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 9.5. Trustee Protected in Relying on Certain Documents. (a) The Trustee may
conclusively rely upon any order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with
the terms of this Indenture that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and
furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant
that the Trustee shall in good faith reasonably believe to be qualified in relation to the subject matter or is selected by the City in accordance with this Indenture, and the Trustee
shall be under no duty to make any investigation or inquiry into, and shall not be deemed to have knowledge of, any statements contained or matters referred to in any such instrument.
The Trustee may consult with counsel selected by the Trustee with due care that is nationally recognized in the field of municipal bond law, who may or may not be Bond Counsel, and
any advice from such counsel with respect to compliance with the provisions of this Indenture shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder, reasonably and in good faith, in accordance with such advice. (b) Whenever the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Order, unless
other evidence in respect thereof be hereby specifically prescribed. Such City Order shall be full warrant for any action taken or suffered in good faith under the provisions hereof,
but the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly
provided herein, any request, order, notice, or other direction required or permitted to be furnished pursuant to any provision 55 hereof by the City to the Trustee shall be sufficiently
executed if executed in the name of the City by the City Representative. (c) The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or
otherwise to the giving to any Person of notice of the provisions hereof except as expressly required in Section 9.13. Section 9.6. Compensation. Unless otherwise provided by contract
with the Trustee, the Trustee, at the written direction of the City, shall transfer from the Administrative Fund, the previously determined and agreed upon, reasonable compensation
for all services rendered by it hereunder, including its services as Paying Agent/Registrar and extraordinary services rendered, together with all its reasonable expenses, charges,
and other disbursements and those of its counsel, agents and employees, incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers
and the performance of its duties hereunder, all pursuant to a City Order and subject to any limit on the amount of such compensation or recovery of expenses or other charges as shall
be prescribed by such City Order, and the Trustee shall have a lien therefor on any and all funds at any time held by it hereunder prior to any Bonds Outstanding. None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if the Trustee has reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City shall
fail to make any payment required by this Section, the Trustee shall make such payment from lawfully available funds (other than funds designated by the City for arbitrage rebate purposes)
in its possession under the provisions of this Indenture and shall be entitled to a preference therefor over any Bonds Outstanding hereunder. Section 9.7. Permitted Acts. The Trustee
and its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any Owner of Bonds
may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a member
of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds or to effect or aid in any reorganization growing out of the
enforcement of the Bonds or this Indenture, whether or not such committee shall represent the holders of a majority of the Bonds. Section 9.8. Resignation of Trustee. The Trustee
may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than 60 days’ written notice, specifying the date when such resignation shall take
effect, to the City and each Owner of any Outstanding Bond. Such resignation shall take effect upon the appointment of a successor as provided in Section 9.10 and the acceptance of
such appointment by such successor. Notwithstanding the foregoing, if, after 60 days following receipt of the notice, the City has not appointed a successor Trustee, the Trustee may
apply to a court of competent jurisdiction to appoint a successor Trustee, at no 56 expense to the City, and such resignation shall take effect upon the court’s appointment of a successor
Trustee. Section 9.9. Removal of Trustee. The Trustee may be removed at any time by (i) the Owners of at least a majority in aggregate Outstanding principal amount of the Bonds
by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly authorized and delivered to the City, or (ii) so long
as the City is not in default under this Indenture, the City. Copies of each such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may
also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture
with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the City or the Owners of not less than 10% in aggregate Outstanding
principal amount of the Bonds. Section 9.10. Successor Trustee. (a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the
Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon become vacant. (b) If the position of Trustee shall become vacant for any of the foregoing
reasons or for any other reason, a successor Trustee may be appointed within one year after any such vacancy shall have occurred by the Owners of at least 50% of the aggregate Outstanding
principal amount of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered
to such successor Trustee, with notification thereof being given to the predecessor Trustee and the City. (c) Until such successor Trustee shall have been appointed by the Owners
of the Bonds, the City shall forthwith (and in no event in excess of 30 days after such vacancy occurs) appoint a Trustee to act hereunder. Copies of any instrument of the City providing
for any such appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds within
30 days after such appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently
made by the Owners. (c) If in a proper case no appointment of a successor Trustee shall be made within 45 days after the giving by any Trustee of any notice of resignation in accordance
with Section 9.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds may apply to any court of competent jurisdiction
for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible
for the costs of such appointment process. 57 (e) Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking
association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or trust company or national banking association
willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. (f) Each
successor Trustee shall mail, in accordance with the provisions of the Bonds, notice of its appointment to the Trustee, any rating agency which, at the time of such appointment, is
providing a rating on the Bonds and each of the Owners of the Bonds. Section 9.11. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the
provisions of Section 9.10 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such appointment, and thereupon such successor,
without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations, and trusts of its predecessor
hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such successor, execute,
acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming
in such successor all the rights, immunities, powers, and trusts of such Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and, upon the receipt
of payment of its outstanding charges, shall pay over, assign, and deliver to such successor any moneys or other properties subject to the trusts and conditions herein set forth. Should
any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties,
rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and so far, as may be authorized by law, shall be executed, acknowledged,
and delivered by the City. Section 9.12. Merger, Conversion or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may
be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or association to which the
Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further act, deed or conveyance,
provided that such corporation or association shall be a commercial bank or trust company or national banking association qualified to be a successor to such Trustee under the provisions
of Section 9.10, or a trust company that is a wholly-owned subsidiary of any of the foregoing. Section 9.13. Trustee To File Continuation Statements. Chapter 1208, Texas Government
Code, applies to the issuance of the Bonds and the pledge of the Trust Estate provided herein, and such pledge is, under current law, valid, effective and perfected. If necessary,
the Trustee shall file or cause to be filed, at the City’s expense, such continuation statements as may be delivered to the Trustee and which may be required by the Texas Uniform Commercial
Code, as from time to time in effect (the "UCC"), in order to 58 continue perfection of the security interest of the Trustee in such items of tangible or intangible personal property
and any fixtures as may have been granted to the Trustee pursuant to this Indenture in the time, place and manner required by the UCC; provided unless the Trustee is otherwise notified
by the City, the Trustee may conclusively rely upon the initial filing statements delivered to it in filing any continuation statements hereunder. The Trustee is not responsible for
the initial filing of any financing statements. Section 9.14. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and
account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this
Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of the Bonds then Outstanding or their
representatives duly authorized in writing. Section 9.15. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear
to be ambiguous or inconsistent with any other provision hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of
the Bonds. ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the
Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds,
or with the written consent without a meeting, of the Owners of the Bonds of at least a majority of the aggregate principal amount of the Bonds then Outstanding and City approval of
such modification or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or reduce principal of or the interest rate thereon, or otherwise alter or
impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, (ii) permit the creation
by the City of any pledge or lien upon the Trust Estate, or any portion thereof, superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except for
the issuance of Refunding Bonds or as otherwise permitted by Applicable Laws or this Indenture), or (iii) reduce the percentage of Owners of the Bonds required for the amendment hereof.
Any such amendment shall not modify any of the rights or obligations of the Trustee without its written consent. (b) This Indenture and the rights and obligations of the City and
of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted by law, and only for anyone or
more of the following purposes: 59 (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed,
or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding Bonds in any material
respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or
in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture, and that shall not adversely
affect the rights of the Owners of the Bonds; (iv) to set forth additional provisions, if deemed necessary or advisable, in connection with the issuance of Refunding Bonds permitted
under the terms of this Indenture; and (v) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of
interest on the Bonds. Section 10.2. Owners’ Meetings. The City may at any time call a meeting of the Owners of the Bonds. In such event the City is authorized to fix the time
and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt reasonable rules and regulations for the conduct of said meeting; provided, however,
that the same may not conflict with the terms of this Indenture. Without limiting the generality of the immediately preceding sentence, such rules and regulations may not reduce the
percentage of Owners of Bonds required for the amendment of this Indenture as provided herein. Section 10.3. Procedure for Amendment with Written Consent of Owners. (a) The City
and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.1,
to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, if such consent is required
pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to each Owner of Bonds from whom consent is required under this Indenture, but failure to mail copies of
such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. (b) Such Supplemental Indenture shall
not become effective unless there shall be filed with the Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter
in this Section provided and the City has delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the exclusion
of interest on the Bonds from gross income for purposes of federal income taxation. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which
such consent is given, which proof shall be such as is 60 permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent
Owner (whether or not such subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation
with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Bonds shall have filed
their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture,
stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure
to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee.
A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental
Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding (except
as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event
of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period.
Section 10.4. Procedure for Amendment Not Requiring Owner Consent. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds
or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section. The City shall direct the Trustee to provide
a copy of such Supplemental Indenture, together with a notice stating that the Supplemental Indenture does not require Owner consent, mailed by first class mail to each Owner of Bonds,
but failure to mail copies of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its mailing of such notice.
A record, consisting of the papers required by this Section 10.4, shall be proof of the matters therein stated until the contrary is proved. (b) The Supplemental Indenture shall
become effective upon the execution and delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental Indenture shall be deemed conclusively binding upon
the City, the Trustee and the Owners of all Bonds as of the date of such execution and delivery. Section 10.5. Effect of Supplemental Indenture. From and after the time any Supplemental
Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties, and obligations
under this Indenture of the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.
61 Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken
as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of his Bond for that purpose at the designated office of the Trustee or at such other office as the City may select and designate
for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’
action, shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the designated office
of the Trustee without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 10.7. Amendatory Endorsement of Bonds. The provisions of this Article
X shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds. Section 10.8.
Waiver of Default. With the written consent of Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, the Owners may waive compliance by the City
with certain past defaults under this Indenture and their consequences. Any such consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.9.
Execution of Supplemental Indenture. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby
of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the
City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any
such Supplemental Indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. ARTICLE XI DEFAULT AND REMEDIES Section 11.1. Events
of Default. Each of the following occurrences or events shall be and is hereby declared to be an "Event of Default," to wit: (i) The failure of the City to deposit the Pledged
Revenues to the Pledged Revenue Fund; (ii) The failure of the City to enforce the collection of the Assessments including the prosecution of foreclosure proceedings, in accordance
with Section 7.2; and 62 (iii) Default in the performance or observance of any covenant, agreement or obligation of the City under this Indenture, other than a default under (iv)
below, and the continuation thereof for a period of ninety (90) days after written notice specifying such default and requiring same to be remedied shall have been given to the City
by the Trustee, which may give such notice in its discretion and which shall give such notice at the written request of the Owners of not less than 51% in aggregate Outstanding principal
amount of the Bonds then Outstanding; provided, however, if the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City
shall be entitled to a further extension of time reasonably necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and
is diligently pursued until such failure is corrected, but in no event for a period of time of more than one hundred eighty (180) days after such notice. (iv) The failure to make payment
of the principal of or interest on any of the Bonds when the same becomes due and payable and such failure is not remedied within thirty (30) days thereafter. Section 11.2. Immediate
Remedies for Default. (a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, then and in every such case the Trustee
may proceed, and upon the written request of the Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds then Outstanding hereunder shall proceed, to protect
and enforce the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction;
provided, however, that no action for money damages against the City may be sought or shall be permitted. (b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT
TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to Outstanding Bonds, in the selection of Trust
Estate assets to be used in the payment of Bonds due under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Order, which Trust
Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail
to deliver to the Trustee such City Order, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following paragraph, and shall not be liable to any
Owner, or other Person, or the City by reason of such selection, liquidation or sale. (d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether
other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment
Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or
more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate, and as may be required by law and apply the proceeds
thereof in 63 accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance
for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale shall be bound
to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested
by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary
or, in the reasonable judgment of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction on Owner’s Action. (a) No Owner shall
have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other remedy hereunder,
unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing as provided in Section 11.1, or of which by such Section it is deemed to have notice,
(ii) such default has become an Event of Default and the Owners of not less than 51% of the aggregate principal amount of the Bonds then Outstanding have made written request to the
Trustee and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the
Owners have furnished to the Trustee written evidence of indemnity as provided in Section 9.2, (iv) the Trustee has for 60 days after such notice failed or refused to exercise the powers
hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Owners of a majority of the aggregate principal amount of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee;
however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any
right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal
benefit of the Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set forth above shall be conditions precedent to the execution of the powers
and trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in
this Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the date fixed for redemption
or the obligation of the City to pay each Bond issued hereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the
Bonds. (c) In case the Trustee or any Owners shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions
and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. 64 Section 11.4. Application of Revenues and Other
Moneys After Default. (a) All moneys, securities, funds and Pledged Revenues and the income therefrom received by the Trustee pursuant to any right given or action taken under the
provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities,
and advances incurred or made by the Trustee and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2,
be applied by the Trustee, on behalf of the City, to the payment of interest and principal or Redemption Price then due on Bonds, as follows: FIRST: To the payment to the Owners entitled
thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment,
then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the
payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds, or Redemption Price of any Bonds which shall have become due, whether at maturity or by call for
redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably,
according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference. The Trustee shall make payments to the Owners pursuant to this
Section 11.4 within thirty (30) days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good and available funds. (b) In
the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds that are Outstanding in proportion
to the quantity of Bonds that are currently due and in default under the terms of this Indenture. (c) The restoration of the City to its prior position after any and all defaults
have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture or impair any right consequent thereon. Section 11.5. Effect
of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to
be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Owners, respectively, may be exercised from time
to time and as often as may be deemed expedient. 65 Section 11.6. Evidence of Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which this
Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person
or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, or the holding by any Person of the
Bonds shall be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made in the following manner: (i) The fact and date of the execution
of such instruments by any Owner of Bonds or the duly appointed attorney authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank
or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a
corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute
sufficient proof of his authority. (ii) The ownership of Bonds and the amount, numbers and other identification and date of holding the same shall be proved by the Register. (b)
Except as otherwise provided in this Indenture with respect to revocation of a consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same Bond
in respect of anything done or suffered to be done by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event
of Default under Section 11.1, the right of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly
denied. Section 11.8. Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first
class postage prepaid, only to each Owner at the address appearing upon the Register. Section 11.9. Exclusion of Bonds. Bonds owned or held by or for the account of the City will
not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Indenture, and the City shall not be entitled with
respect to such Bonds to give any consent or take any other action provided for in this Indenture. 66 ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS Section 12.1. Representations
as to Trust Estate. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds, to execute and deliver this Indenture and to pledge
the Trust Estate in the manner and to the extent provided in this Indenture, and that the Trust Estate is and will be and remain free and clear of any pledge, lien, charge, or encumbrance
thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City
shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under this
Indenture against all claims and demands of all Persons whomsoever. (c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and appropriate, and will provide
written direction to the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies in the collection of the Assessments and any other amounts pledged
to the payment of the Bonds to the fullest extent permitted by the PID Act and other Applicable Laws. Section 12.2. General. The City shall do and perform or cause to be done and
performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture. ARTICLE XIII SPECIAL COVENANTS Section 13.1.
Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every
such further acts, conveyances, transfers, and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming unto the Trustee,
all and singular, the revenues, Funds, Accounts and properties constituting the Trust Estate, and the Trust Estate hereby transferred and pledged, or intended so to be transferred and
pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in
this Indenture. 67 Section 13.2. Other Obligations or Other Liens; Refunding Bonds; Future Improvement Area Bonds. (a) The City reserves the right, subject to the provisions
contained in this Section 13.2, to issue or incur bonds, notes or other obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do
not constitute or create a lien on the Trust Estate and are not payable from Trust Estate, or any portion thereof,. (b) Other than Refunding Bonds issued to refund all or a portion
of the Bonds, the City will not create or voluntarily permit to be created any debt, lien or charge on the Trust Estate, or any portion thereof, and will not do or omit to do or suffer
to be done or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the priority hereof might or could be lost or impaired. Nothing herein shall prevent
the City from levying Future Improvement Area Assessments on Parcels within the Major Improvement Area, subject to the provisions contained in Sections 13.2(d) and 13.2(e). (c) Notwithstanding
any contrary provision of this Indenture but subject to Section 7.3, the City shall not issue additional bonds, notes or other obligations under this Indenture, secured by any pledge
of or other lien or charge on the Trust Estate or other property pledged under this Indenture, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the
proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized
by the laws of the State. In addition, the City reserves the right to issue or incur Future Improvement Area Bonds as described below, which Future Improvement Area Bonds will not
be secured by the Trust Estate. (d) The City reserves the right to issue or incur Future Improvement Area Bonds, to finance the cost of Future Improvement Area Improvements within
each of the Future Improvement Areas as the development proceeds. Such Future Improvement Area Bonds are secured by separate assessments levied on the Future Improvement Area Assessed
Property. The City may, but is under no obligation to, issue or incur Future Improvement Area Bonds, for any purpose permitted by the PID Act; provided, however, that no Future Improvement
Area Bonds shall be issued unless such Future Improvement Area Bonds are made to mature on September 15 in each of the years in which they are scheduled to mature, and the applicable
requirements in this Section are met. (e) The City reserves the right to issue or incur Future Improvement Area Bonds, but shall be under no obligation to issue or incur Future Improvement
Area Bonds, subject to the following conditions: (1) The Trustee shall receive a certificate from the City Representative certifying that the City is not in default in the performance
and observance of any of the terms, provisions and conditions applicable to the City contained in any indenture of trust authorizing the issuance of PID Bonds for the District; (2)
The Trustee and the City shall receive a certificate from the Developer, through an authorized representative, certifying that the Developer is not in default beyond any applicable
notice and cure period in the performance and observance of any 68 of the terms, provisions and conditions applicable to the Developer contained in the Development Agreement, or any
continuing disclosure agreement entered into by the Developer relating to any PID Bonds, unless any defaults under the foregoing agreements (except for defaults under any continuing
disclosure agreements entered into by the Developer which defaults shall be cured) are disclosed in a certificate from the Developer to the City and the City elects to proceed with
the issuance of the Future Improvement Area Bonds regardless of the existence of such default or defaults; (3) The Trustee and the City shall receive a certificate from the Administrator
certifying that there is no default by the Developer or any owner of more than five percent (5%) of the assessed parcels in the applicable Future Improvement Area for failure to pay
special assessments on assessed parcels in such Future Improvement Area owed by the Developer or such owner prior to the delinquency date thereof; (4) (a) The Trustee and City shall
receive an Independent Appraisal evidencing that the sum of (i) the portion of the Future Improvement Area Assessment to be pledged to the applicable Future Improvement Area Bonds,
and (ii) the assessment relating to the Bonds, for each individual assessed parcel in the applicable Future Improvement Area, is not less than 3.0:1; provided, however (a) that if said
ratio is between 2.5:1 and 3.0:1, the Indenture for the applicable Future Improvement Area Bonds must include a Holdback, as defined below, and (b) that if said ratio is 3.0:1 or higher,
then no such Holdback will be required. (b) For purposes of this subsection 13(e)(4), a “Holdback” means a provision or set of provisions reasonably satisfactory to the City to be
included in any Indenture for Future Improvement Bonds for which subsection (a) above is applicable which restricts a “Holdback Amount.” A “Holdback Amount” shall be equal to the amount
of Future Improvement Area Bonds which, if subtracted from the sum of (a) the total amount of Future Improvement Area Bonds and (b) any outstanding assessments on such Future Improvement
Area, would cause the ratio described in subsection (a) above to equal 3.0:1. (f) The City further covenants that, the City shall not levy an additional assessment on land within
any Future Improvement Area for the purpose of funding improvements within a Future Improvement Area, whether such assessment is levied in connection with a reimbursement agreement
between the City and the Developer pursuant to the PID Act or in connection with the issuance of any Future Improvement Area Bonds pursuant 13.2(e), unless the following conditions
are met: (1) seventy-five percent (75%) of the parcels to be assessed in the Future Improvement Area, for which the assessments will be levied, are under contract with merchant
builder(s) or real estate developer(s) for sale to end users; and either: (A) building permits for homes have been issued and vertical construction has commenced, which means framing
on the main structure has begun, for at least fifty percent (50%) of the total lots or residential units, as applicable, in the preceding phase(s) or Improvement Area of the District
for which bonds have 69 been issued, in part or whole, to fund local improvements within such phase or Improvement Area; or (B) certificates of occupancy for completed homes have
been issued for at least twenty-five percent (25%) of the total lots or residential units, as applicable, in the preceding phase(s) or Improvement Area of the District for which bonds
have been issued, in part or whole, to fund local improvements within such phase or Improvement Area. Section 13.3. Books of Record. (a) The City shall cause to be kept full and
proper books of record and accounts, in which full, true and proper entries will be made of all dealings, business and affairs of the City, which relate to the Trust Estate, and the
Bonds. (b) The Trustee shall have no responsibility with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain
same, subject to the Trustee’s document retention policies, and to distribute the same in accordance with the provisions of this Indenture. ARTICLE XIV PAYMENT AND CANCELLATION OF
THE BONDS AND SATISFACTION OF THE INDENTURE Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds secured
hereby are fully paid or provision is made for their payment as provided in this Article. Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or
there shall otherwise be paid to the Owners, principal of and interest on all of the Bonds, at the times and in the manner stipulated in this Indenture, and all amounts due and owing
with respect to the Bonds have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners of such
Bonds, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents
as it may have evidencing that principal of and interest on all of the Bonds has been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall pay
over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person is entitled to receive such amounts,
then to the City. Section 14.3. Bonds Deemed Paid. (a) Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof, be deemed to have been paid and no
longer Outstanding within the meaning of this Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the principal of, premium, if any, on such Defeased Debt,
plus interest thereon to the due date thereof 70 (whether such due date be by reason of maturity, redemption, or otherwise), either (1) shall have been made in accordance with the
terms thereof, or (2) shall have been provided by irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively for such payment, (A) money sufficient to
make such payment or (B) Defeasance Securities that mature as to principal and interest in such amount and at such times as will insure the availability, without reinvestment, of sufficient
money to make such payment, and all necessary and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made shall have
been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal
or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest
on the Bonds and shall not be part of the Trust Estate. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed
for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the
Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid
shall be made only against delivery of such Defeasance Securities. (b) Any determination not to redeem Defeased Debt that is made in conjunction with the payment arrangements specified
in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the
Defeased Debt for redemption; (2) the City gives notice of the reservation of that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City directs
that notice of the reservation be included in any defeasance or redemption notices that it authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions
of clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking
the redemption into account in determining the sufficiency of the provisions made for the payment of the Defeased Debt. (c) Until all Defeased Debt shall have become due and payable,
the Trustee and the Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar for such Defeased Debt the same as if they had not been defeased, and
the City shall make proper arrangements to provide and pay for such services as required by this Indenture. ARTICLE XV MISCELLANEOUS Section 15.1. Benefits of Indenture Limited
to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or
by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners
and the Trustee. 71 Section 15.2. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the
Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or
on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 15.3. Execution of
Documents and Proof of Ownership by Owners. (a) Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or
more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys duly appointed in writing. (b) Except as otherwise expressly provided herein, the
fact and date of the execution by any Owner or his attorney of such request, declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate
of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration,
or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.
(c) Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number, and date of holding the same shall be proved by the Register.
(d) Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by
the City or the Trustee in good faith and in accordance therewith. Section 15.4. No Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually
or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent, or employee
from the performance of any official duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided herein, all notices
or other instruments required or permitted under this Indenture shall be in writing and shall be faxed, delivered by hand, or mailed by first class mail, postage prepaid, and addressed
as follows: 72 If to the City City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Attn: Director of Finance Telephone: (972) 924-3325 If to the Trustee, initially also acting
in the capacity of Paying Agent/Registrar Regions Bank 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Attn: Corporate Trust Administration Telephone: (713) 244-8041 (b) Any
such notice, demand, or request may also be transmitted to the appropriate party by telegram or telephone and shall be deemed to be properly given or made at the time of such transmission
if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. (c) Any of such addresses may be changed at any time upon written notice of
such change given to the other party by the parry effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business
Days after the date of dispatch; notices and consents given by any other means shall be deemed to have been given when received. (d) The Trustee shall mail to each Owner of a Bond
notice of the redemption or defeasance of all Bonds Outstanding. Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall
for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have
adopted this Indenture and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact
that anyone or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. This Indenture
shall be governed by and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. Section 15.8. Payment on Business Day. In any
case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken
pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the
next succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. 73
Section 15.9. Construction, Funding and Acquisition Agreement Amendments and Supplements. The City and the Developer may amend and supplement the Construction, Funding and Acquisition
Agreement from time to time without the consent or approval of the Owners or the Trustee. Section 15.10. Counterparts. This Indenture may be executed in counterparts, each of
which shall be deemed an original. Section 15.11. No Boycott of Israel. The Trustee hereby represents that it does not Boycott Israel (as such term is defined in Section 2271.001,
Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, the Trustee hereby agrees
not to Boycott Israel during the term of this Indenture, which for the purposes of this section shall mean the end of the underwriting period unless this Indenture is terminated in
accordance with the provisions hereof. Section 15.12. No Terrorist Organization. The Trustee represents that, to the extent this Indenture constitutes a governmental contract within
the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent
otherwise required by applicable Federal law, the Trustee, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Trustee is a company listed
by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website: https://comptroller.texas.gov/purchasing/publications/
divestment.php. [Remainder of page left blank intentionally] IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to be executed as of the date hereof.
CITY OF ANNA, TEXAS By: ___________________________ Nake Pike, Mayor City of Anna, Texas Attest: _________________________ Carrie L. Land, City Secretary
City of Anna, Texas (CITY SEAL) City Signature Page to Indenture of Trust REGIONS BANK, as Trustee By: ___________________________
Authorized Officer Trustee Signature Page to Indenture of Trust A-1 EXHIBIT A DESCRIPTION OF THE PROPERTY WITHIN THE MAJOR IMPROVEMENT AREA OF
THE SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 DESCRIPTION 180.349 ACRES DESCRIPTION: BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J.M. KINCADE SURVEY, ABSTRACT NUMBER 509,
THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN
COUNTY, TEXAS, BEING ALL OF THAT LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY,
TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY LINE OF SAID MM ANNA 325, LLC TRACT 1 AND BEING IN THE NORTH
LINE OF THAT TRACT OF LAND DESCRIBED IN DEED TO CADG HURRICANE CREEK, LLC TRACT 2 RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 232.26
FEET; THENCE S 88° 18' 50" W, 793.96 FEET TO THE SOUTH LINE OF SAID MM ANNA 325, LLC TRACT 1 AND BEING IN THE NORTHEAST CORNER SAID CADG HURRICANE CREEK LLC (TRACT 1); THENCE ALONG
THE COMMON LINE BETWEEN SAID MM ANNA 325, LLC TRACT 1 AND SAID CADG HURRICANE CREEK LLC (TRACT 1) THE FOLLOWING BEARINGS AND DISTANCES: S 89° 05' 29" W, 1757.67 FEET; S 88° 18' 31"
W, 742.84 FEET; S 88° 59' 33" W, 427.28 FEET; THENCE DEPARTING SAID CADG HURRICANE CREEK, LLC TRACT 1 ALONG THE COMMON LINE BETWEEN SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND
DESCRIBED IN DEED TO BLUE SPRUCE L.P. RECORDED IN INSTRUMENT NUMBER 19940826000793830 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES: N 61° 49' 20" E, 205.61 FEET; N 19°
24' 17" E, 181.73 FEET; N 38° 49' 43" E, 172.63 FEET; N 20° 25' 25" E, 121.13 FEET; A-2 N 49° 53' 58" E, 215.37 FEET; N 04° 32' 42" E, 69.40 FEET; THENCE N 30° 41' 24" W, 236.43
FEET DEPARTING SAID BLUE SPRUCE L.P. TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO KIMBERLY POWELL RECORDED IN VOLUME 5820
PAGE 2130 OF THE O.P.R.C.C.T.; THENCE CONTINUING ALONG SAID MM ANNA 325, LLC TRACT 1 AND SAID KIMBERLY POWELL TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 21° 14' 27" W, 129.45 FEET;
N 11° 58' 09" W, 106.75 FEET; N 09° 26' 49" W, 132.42 FEET; N 17° 32' 12" W, 108.70 FEET; THENCE N 03° 35' 21" E, 118.10 FEET DEPARTING SAID KIMBERLY POWELL TRACT ALONG THE COMMON
LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO HARRISON AND JANET SMITH RECORDED IN INSTRUMENT NUMBER 19920612000392310 OF THE O.P.R.C.C.T.; THENCE
CONTINUING ALONG SAID MM ANNA 325, LLC TRACT 1 AND SAID KIMBERLY POWELL TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 16° 24' 37" E, 135.67 FEET; N 06° 20' 57" E, 127.72 FEET; N
18° 30' 44" E, 70.24 FEET; N 10° 53' 53" E, 77.78 FEET; N 19° 15' 05" E, 240.38 FEET; THENCE DEPARTING SAID HARRISON AND JANET SMITH TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325,
LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO DASARA, LLC RECORDED IN INSTRUMENT NUMBER 20150123000077570 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES: N 59°
17' 04" E, 231.36 FEET; N 39° 06' 49" E, 113.71 FEET; N 18° 28' 30" E, 79.37 FEET; N 45° 20' 55" E, 130.09 FEET; N 24° 01' 10" E, 163.50 FEET; N 29° 16' 45" E, 139.03 FEET; N 07°
19' 23" W, 145.67 FEET; A-3 N 22° 22' 47" E, 72.91 FEET; N 66° 09' 44" E, 68.86 FEET; N 49° 46' 52" E, 125.19 FEET; N 25° 25' 25" E, 105.50 FEET; N 41° 12' 53" E, 204.93 FEET;
N 44° 25' 31" E, 122.72 FEET; N 40° 33' 22" E, 129.29 FEET; N 01° 34' 54" E, 105.14 FEET; THENCE N 30° 43' 16" E, 12.80 FEET DEPARTING SAID DASARA, LLC TRACT ACROSS THE COMMON LINE
OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO DONNA PEELER RECORDED IN VOLUME 4972 PAGE 5535 OF THE O.P.R.C.C.T.; THENCE DEPARTING SAID DONNA PEELER TRACT
ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO RISLAND MANTUA LLC RECORDED IN INSTRUMENT NUMBER 20180625000783630 OF THE O.P.R.C.C.T.
THE FOLLOWING BEARINGS AND DISTANCES: N 88° 46' 52" E, 274.56 FEET; N 89° 03' 01" E, 938.03 FEET; THENCE DEPARTING SAID RISLAND MANTUA LLC TRACT ALONG THE COMMON LINE OF SAID MM ANNA
325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO HURRICANE CREEK ESTATES (UNRECORDED) THE FOLLOWING BEARINGS AND DISTANCES: S 02° 31' 07" E, 46.18 FEET; S 00° 43' 55" E,
239.62 FEET; S 00° 54' 34" E, 240.98 FEET; S 00° 35' 30" E, 240.11 FEET; S 00° 46' 25" E, 193.73 FEET; S 00° 41' 51" E, 159.37 FEET; S 02° 15' 50" W, 136.17 FEET; S 00° 41' 12" E,
117.45 FEET; N 43° 06' 55" E, 28.85 FEET; N 36° 57' 57" E, 59.11 FEET; S 81° 37' 00" E, 76.35 FEET; A-4 N 64° 47' 48" E, 51.43 FEET; S 23° 02' 34" E, 61.07 FEET; N 53° 19' 07"
E, 45.87 FEET; S 82° 24' 22" E, 25.36 FEET; S 39° 57' 49" E, 56.11 FEET; S 48° 02' 59" E, 22.02 FEET; THENCE DEPARTING SAID HURRICANE CREEK ESTATES TRACT ALONG THE COMMON LINE OF
SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN PLAT TO URBAN CROSSING BLOCK B TRACT RECORDED IN INSTRUMENT NUMBER 2013-568 OF THE PLAT RECORDS, COLLIN COUNTY, TEXAS
(P.R.C.C.T.) THE FOLLOWING BEARINGS AND DISTANCES: S 02° 04' 20" E, 28.82 FEET; S 00° 05' 05" E, 119.18 FEET; S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 933.16 FEET; N 88° 55'
42" E, 491.23 FEET; THENCE S 04° 03' 22" E, 703.80 FEET DEPARTING SAID URBAN CROSSING BLOCK B TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED
IN DEED TO SHEIKH ALAM TRACT RECORDED IN VOLUME 4335 PAGE 955 OF THE O.P.R.C.C.T. TO A 5/8 INCH IRON ROD STAMPED “PELOTON” FOUND; THENCE DEPARTING SAID SHEIKH ALAM TRACT ALONG THE COMMON
LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO MANTUA 30 PARTNERS, LTD TRACT RECORDED IN INSTRUMENT NUMBER 20201022001847220 OF THE O.P.R.C.C.T. THE
FOLLOWING BEARINGS AND DISTANCES: S 88° 44' 00" W, 60.25 FEET FOR THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 99.55 FEET, THROUGH
A CENTRAL ANGLE OF 03° 42' 13", HAVING A RADIUS OF 1,540.00 FEET, AND A LONG CHORD WHICH BEARS S 13° 52' 00" W, 99.53 FEET; S 15° 43' 07" W, 512.37 FEET FOR THE BEGINNING OF A CURVE
TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE OF 504.39 FEET, THROUGH A CENTRAL ANGLE OF 30° 06' 13", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS
S 00° 40' 00" W, 498.61 FEET; S 14° 23' 07" E, 120.30 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-5 WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 101.47 FEET, THROUGH
A CENTRAL ANGLE OF 12° 30' 04", HAVING A RADIUS OF 465.07 FEET, AND A LONG CHORD WHICH BEARS S 08° 14' 28" E, 101.27 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1,264.39
FEET TO THE POINT OF BEGINNING AND CONTAINING 12,621,555 SQUARE FEET OR 289.751 ACRES MORE OR LESS. SAVE AND EXCEPT TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED
IN THE J.M. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT
TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC BEING IN THE NORTH LINE
OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 287.34 FEET WITH
THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO
THE RIGHT, HAVING AN ARC DISTANCE 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET; N 32°
16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS
OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH
LINE OF SAID CADG TRACT; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING
OF A CURVE TO THE LEFT; A-6 WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1,309.97 FEET, AND A LONG CHORD
WHICH BEARS N 40° 23' 55" E, 517.04 FEET; N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 923.67 FEET, THROUGH
A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS OF 1,190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE
TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1,310.00 FEET, AND A LONG CHORD WHICH BEARS
S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET; S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID
NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE FOLLOWING BEARINGS AND DISTANCES: N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID
CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1,310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22
FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE
147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1,190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31 FEET; S 89° 05' 29" W, 1,229.11 FEET; N 45°
54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 139.73 FEET, THROUGH A CENTRAL ANGLE
OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH
SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02
FEET; A-7 N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 304.73 FEET, THROUGH
A CENTRAL ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO
THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07°
48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 20.00 FEET, THROUGH A CENTRAL ANGLE
OF 01° 24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E,
10.60 FEET; N 01° 44' 03" E, 20.00 FEET; S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72
FEET; N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 49.81 FEET; N
58° 06' 52" E, 47.94 FEET; N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-8 WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 32.90 FEET, THROUGH A CENTRAL
ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1,200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 61° 59' 39"
E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1,150.00
FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85 FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE
434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET; N 24°
51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET; S 24° 45' 54"
W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05°
31' 37", HAVING A RADIUS OF 1,000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83
FEET; S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS
OF 770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; A-9 WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 49.91 FEET,
THROUGH A CENTRAL ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE
TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING OF
A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS
N 82° 48' 59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 56.36 FEET, THROUGH A CENTRAL
ANGLE OF 03° 06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENTIAL LINE. N 87° 02' 56"
E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960.00
FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE
100.60 FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE
S 89° 04' 42" W, 1,264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQUARE FEET OR 65.070 ACRES MORE OR LESS. SAVE AND EXCEPT TRACT 2 (44.332 ACRES) BEING THAT CERTAIN
TRACT OF LAND SITUATED IN THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, AND THE J. ELLET SURVEY, ABSTRACT NUMBER 296, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED
IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS
OF COLLIN COUNTY, TEXAS (P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT; A-10 THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF
SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA
325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 1,023.35 FEET,
THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1,010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W,
22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET; N 64° 05' 47" W, 100.01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE
TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS
N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 45.85 FEET, THROUGH A CENTRAL
ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85 FEET; S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1,200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28"
E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; S 55° 47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET; S 61° 16' 50" W, 59.24 FEET; A-11 S 66° 36' 18" W,
49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET; S 89° 15' 16" W, 160.00 FEET; N 01° 44' 03" E, 23.48
FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33 FEET; N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET;
N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET; N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING
TRACT; THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES MORE OR LESS. B-1 EXHIBIT B BOND PURCHASE AGREEMENT $2,896,000
CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT) BOND PURCHASE AGREEMENT July
27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 Ladies and Gentlemen: The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond Purchase
Agreement (this “Agreement”) with the City of Anna, Texas (the “City”), which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the City. This
offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and,
if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized
terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (defined herein) between the City and Regions Bank, an Alabama state banking corporation
with offices in Houston, Texas, as trustee (the “Trustee”), authorizing the issuance of the Bonds (defined herein), and in the Limited Offering Memorandum (defined herein). 1. Purchase
and Sale of the Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase
from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $2,896,000 aggregate principal amount of the “City of Anna, Texas, Special Assessment
Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)” (the “Bonds”), at a purchase price of $2,809,120 (representing the aggregate
principal amount of the Bonds less an Underwriter’s discount of $86,880). Inasmuch as the purchase and sale represents a negotiated transaction, the City understands, and hereby confirms,
that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of
the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges 2 and agrees
that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter and the Underwriter has financial
and other interests that differ from any other party to this Agreement, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation
of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii)
the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures
leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no
obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial
and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided
to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that
following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Bond proceeds and the
construction of the Major Improvement Area Projects (as defined in the Service and Assessment Plan) financed with the Bonds and, in connection with such discussions, the Underwriter
shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The
Bonds shall be dated August 1, 2021 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for
and delivery of the Bonds, and the other actions described herein, shall take place on August 16, 2021 (or such other date as may be agreed to by the City and the Underwriter) (the
“Closing Date”). 2. Authorization Instruments and Law. The Bonds were authorized by an Ordinance enacted by the City Council of the City (the “City Council”) on July 27, 2021 (the
“Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “Act”), and the Indenture of Trust, dated
as of August 1, 2021, between the City and the Trustee, authorizing the issuance of the Bonds (the “Indenture”). The Bonds shall be substantially in the form described in, and shall
be secured under the provisions of, the Indenture. The Bonds and interest thereon shall be secured by the proceeds of Assessments (as such term is defined in the Limited Offering
Memorandum) levied on the assessable parcels within the Major Improvement Area of the Sherley Tract Public Improvement District No. 2 (the “District”). The District was established
by a resolution enacted by the City Council on December 8, 2020 (the “Creation Resolution”), in accordance with the Act. A Service and Assessment Plan (the “Service and Assessment
Plan”) which sets forth the costs of the Major Improvement Area Projects (as defined below) and the method of payment of the Assessments was adopted pursuant to an ordinance of the
City Council on July 27, 2021 (the “Assessment Ordinance” and, together with the Creation Resolution, the Indenture and the Bond Ordinance, 3 the “Authorizing Documents”). The Bonds
shall be further secured by certain applicable funds and accounts created under the Indenture. The Bonds shall be as described in Schedule I, the Indenture, and the Limited Offering
Memorandum. The proceeds of the Bonds shall be used for (i) paying a portion of the costs of the “Major Improvement Area Projects”, which consist of (a) Major Improvement Area’s proportionate
share of the costs of certain public improvements that will benefit the entire District and (b) the costs of the local infrastructure benefitting only Major Improvement Area (as defined
herein) of the District, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Major Improvement Area Projects, (iii)
funding a reserve fund for the payment of principal of and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the
costs of issuance of the Bonds. 3. Limited Public Offering. The Underwriter agrees to make a bona fide limited public offering of all of the Bonds in accordance with Section 11 hereof.
On or before the third (3rd) business day prior to the Closing Date, the Underwriter shall execute and deliver to Bond Counsel the Issue Price Certificate, in substantially the form
attached hereto as Appendix B. 4. Limited Offering Memorandum. (a) Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter
the Preliminary Limited Offering Memorandum for the Bonds dated July 19, 2021, as supplemented July 27, 2021, (the “Preliminary Limited Offering Memorandum”), in a “designated electronic
format,” as defined in the MSRB Rule G-32 (“Rule G-32”). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (the “Limited Offering
Memorandum”) which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission’s Rule 15c2-12, as amended
(“Rule 15c2-12”), (iii) in a “designated electronic format,” and (iv) substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to
the Underwriter before the execution hereof. The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams,
reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are
collectively referred to herein as the “Limited Offering Memorandum.” Until the Limited Offering Memorandum has been prepared and is available for distribution, the City shall provide
to the Underwriter sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter deems necessary to satisfy the obligation
of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Limited Offering Memorandum. (b) Preliminary
Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter in connection with the offering, sale, and distribution
of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has 4 been deemed final by the City as of its date, except for the omission
of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12. (c) Use of Limited Offering
Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein contained to be used by the Underwriter in connection with the
offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with the offering
of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City’s acceptance of this Agreement (but, in any event,
not later than the earlier of the Closing Date or seven (7) business days after the City’s acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete
as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a “designated
electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply
with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. (d) Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter
is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end
of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the
25th day after the “end of the underwriting period” for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented
or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City will notify
the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment
of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City will forthwith prepare and furnish,
at no expense to the Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein
as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes
of this Agreement and any certificate delivered by the City in accordance herewith, (i) the City makes no representations with respect to the descriptions in the Preliminary Limited
Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York (“DTC”), or its book-entry-only system, and (ii) the City makes no representation
with 5 respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development
Plan and Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE MAJOR IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer,
the Major Improvement Area Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION
RELATING TO THE TRUSTEE.” If such notification shall be subsequent to the Closing, the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments,
and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City
shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of
Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of
the MSRB. (e) Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access (“EMMA”) system
within one business day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume that the “end of the underwriting
period” for purposes of Rule 15c2-12 is the Closing Date. (f) Limited Offering. The Underwriter hereby represents, warrants and covenants that the Bonds were initially sold pursuant
to a limited offering. The Bonds were sold to not more than thirty-five persons that qualify as “Accredited Investors” (as defined in Rule 501 of Regulation D under the Securities Act
(as defined herein)) or “Qualified Institutional Buyers” (within the meaning of Rule 144A under the Securities Act). 5. City Representations, Warranties and Covenants. The City represents,
warrants and covenants that: (a) Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date
will have, full legal right, power and authority: (i) to enter into: (1) this Agreement; (2) the Indenture; (3) the Sherley Tract Subdivision Improvement Agreement between the City,
BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna 325, LLC, a Texas limited liability company (the “Developer”) effective as 6 June 9, 2020, as amended by that First Amended Sherley Tract
Subdivision Improvement Agreement effective as of July 14, 2020, as further amended (together the “Development Agreement”); (4) Sherley Tract Public Improvement District No. 2 Major
Improvement Area Construction, Funding and Acquisition Agreement, effective July 27, 2021, and executed and delivered by the City and the Developer (the “CFA Agreement”); (5) the Continuing
Disclosure Agreement of Issuer with respect to the Bonds, dated as of August 1, 2021 (the “City Continuing Disclosure Agreement”), executed and delivered by the City, P3Works, LLC (the
“Administrator”), and Regions Bank, an Alabama state banking corporation, as Dissemination Agent; and (6) the Major Improvement Area Landowner Agreement dated as of July 27, 2021 executed
by the City and the Developer (the “Landowner Agreement”); (ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out and consummate the
transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the CFA Agreement, (5) the City Continuing Disclosure Agreement,
(6) the Limited Offering Memorandum, and (7) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (6) being referred
to collectively herein as the “City Documents”). (b) Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved
the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such
authorizations and approvals are in full force and effect and have not been amended, modified or rescinded, except as may have been approved by the Underwriter. When validly executed
and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their
respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable
principles relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing (as defined herein) be in compliance, in all material respects, with
the obligations on its part to be performed on or prior to the Closing Date under the City Documents. (c) Due Authorization for Issuance of the Bonds. The City has duly authorized
the issuance and sale of the Bonds pursuant to the Bond Ordinance, the 7 Indenture, and the Act. The City has, and at the Closing Date will have, full legal right, power and authority
(i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and, deliver the Bonds to the Underwriter pursuant
to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the
City Documents and the Bond Ordinance. (d) No Breach or Default. As of the time of acceptance hereof, and to the best of its knowledge, the City is not, and as of the Closing Date
the City will not be, in material breach of or in default in any material respect under any applicable constitutional provision, law or administrative rule or regulation of the State
or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument related to the Bonds
and to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute
a default or event of default under any such instrument which breach, default or event could have a material adverse effect on the City’s ability to perform its obligations under the
Bonds or the City Documents; and, as of such times, the authorization, execution and delivery of the Bonds and the City Documents and compliance by the City with obligations on its
part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a material breach of or default under any applicable constitutional
provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note,
resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties
are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of its assets or properties securing the Bonds or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents.
(e) No Litigation. At the time of acceptance hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency,
public board or body (collectively and individually, an “Action”) pending against the City with respect to which the City has been served with process, nor to the knowledge of the City
is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold their
respective positions, (ii) in any way questions the formation or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal and interest on the Bonds, or in any way contests or affects the validity
of the City Documents or the consummation of the transactions on the part of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation,
or (iv) which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge, there is no basis
for any action, suit, 8 proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of this sentence. (f) Bonds Issued Pursuant to Indenture. The City
represents that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding
obligations of the City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of the pledge of the proceeds of the levy of the Assessments
received by the City, all to the extent provided for in the Indenture. The Indenture creates a valid pledge of the monies in certain funds and accounts established pursuant to the
Indenture to the extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof
for the purposes and on the terms and conditions set forth therein. (g) Assessments. The Assessments constituting the security for the Bonds have been or will be levied by the City
on the date hereof in accordance with the Act on those parcels of land identified in the Assessment Roll for Major Improvement Area (as defined in the Service and Assessment Plan).
According to the Act, such Assessments constitute a valid and legally binding first and prior lien against the properties assessed, superior to all other liens and claims, except liens
or claims for state, county, school district, or municipality ad valorem taxes. (h) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and
orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the
due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection
with the City Documents have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the
Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction. (i) Public
Debt. Prior to the Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable
from or secured by a pledge of the Assessments which secure the Bonds without the prior approval of the Underwriter. (j) Preliminary Limited Offering Memorandum. The information contained
in the Preliminary Limited Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its
book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering 9 Memorandum or the Limited Offering Memorandum
under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE MAJOR IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS — Litigation —
The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE.” (k) Limited Offering Memorandum. At the time of the City’s acceptance hereof
and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up
to and including the 25th day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the
Limited Offering Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum
or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan of Finance,” “BOOK-ENTRY ONLY SYSTEM,” “THE MAJOR IMPROVEMENT AREA PROJECTS,”
“THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects and the Development), “THE ADMINISTRATOR,” “LEGAL
MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies
the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement
or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material
respects. (l) Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 4 of this
Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during
the period up to and including the 25th day subsequent to the “end of the underwriting period,” the Limited Offering Memorandum as so supplemented or amended will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines
that such fact or event does not require preparation and publication of a supplement or amendment to the 10 Limited Offering Memorandum, then the Limited Offering Memorandum in its
thencurrent form shall be conclusively deemed to be complete and correct in all material respects. (m) Compliance with Rule 15c2-12. During the past five years, the City has complied
in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum. (n)
Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture
and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
(o) Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the
Underwriter may reasonably request, at no expense to the City, (i) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states
and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions
and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however, that the City will not be required
to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately
of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding
for that purpose. (p) Certificates of the City. Any certificate signed by any official of the City authorized to do so in connection with the transactions described in this Agreement
shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein.
(q) Intentional Actions Regarding Representations and Warranties. The City covenants that between the date hereof and the Closing it will not intentionally take actions which will
cause the representations and warranties made in this Section to be untrue as of the Closing. (r) Financial Advisor. The City has engaged Hilltop Securities Inc., as its financial
advisor in connection with its offering and issuance of the Bonds. By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with
respect to the Limited Offering Memorandum, the representations, warranties and covenants set forth above. 11 6. Developer Letter of Representations. At the signing of this Agreement,
the City and Underwriter shall receive from the Developer, an executed Developer Letter of Representations (the “Developer Letter of Representations”) in the form of Appendix A hereto,
and at the Closing, a certificate signed by the Developer as set forth in Section 9(e) hereof. 7. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time
or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its
“FAST” System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated
by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents hereinafter mentioned to McCall, Parkhurst & Horton, L.L.P. (“Bond Counsel”), or a
place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of DTC. The Underwriter will accept delivery and pay the purchase price
of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery
of the aforementioned documents, are herein called the “Closing.” The Bonds will be made available to the Underwriter for inspection not less than twenty-four (24) hours prior to the
Closing. 8. Underwriter’s Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations and covenants herein and the performance by the City
of its obligations under this Agreement, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Agreement shall be conditioned
upon the performance by the City of its obligations to be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions: (a) Bring-Down
Representations of the City. The representations and covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and
at the time of the Closing, as if made on the Closing Date. (b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents shall be in full force
and effect, and shall not have been amended, modified, or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and
effect; (iii) there shall be in full force and effect such other resolutions or actions of the City as, in the opinion of Bond Counsel and Counsel to the Underwriter, shall be necessary
on or prior to the Closing Date in connection with the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and
effect such other resolutions or actions of the Developer as, in the opinion of Miklos Cinclair, PLLC (“Developer’s Counsel”), shall be necessary on or prior to the Closing Date in
connection with the transactions on the part of the Developer described in the Developer Letter of Representations, the Development Agreement, the CFA Agreement, the Landowner Agreement
and the Continuing Disclosure Agreement of the Developer with respect to the Bonds, dated as of August 1, 2021 executed and delivered by the Developer, Regions Bank, as dissemination
agent, and P3Works, LLC (the “Continuing Disclosure Agreement of the Developer,”) and together with the Developer Letter of 12 Representations, the Development Agreement, the CFA Agreement
and the Landowner Agreement, (the “Developer Documents”); and (v) the City shall perform or have performed its obligations required or specified in the City Documents to be performed
at or prior to Closing. (c) No Default. At the time of the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time
or giving of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents or other documents relating to the financing
and construction of the Major Improvement Area Projects and the Development, and the Developer shall not be in default in the payment of principal or interest on any of its indebtedness
which default shall materially adversely impact the ability of such Developer to pay the Assessments when due. (d) Closing Documents. At or prior to the Closing, the Underwriter shall
have received each of the documents required under Section 9 below. (e) Concurrent Closing of the Improvement Area #1 Bonds. The City shall issue concurrently with the issuance of
the Bonds its “City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)”. (f) Termination Events.
The Underwriter shall have the right to cancel its obligation to purchase and place the Bonds and to terminate this Agreement without liability therefor by written notification to
the City if, between the date of this Agreement and the Closing, in the Underwriter’s reasonable judgment, any of the following shall have occurred: (i) the market price or marketability
of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following: (1)
legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either House thereof, or legislation pending in the Congress of the United States
shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice, or
otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration
by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either
House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision by a court of the United States
or the Tax Court of the United States shall be rendered or a ruling, regulation, or order (final, temporary, or proposed) by or on behalf of the 13 Treasury Department of the United
States, the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to
be derived by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax
consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof; or (2) legislation shall be enacted by the Congress of the
United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or no-action letter by, or on behalf of, the Securities and Exchange
Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the
general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in
violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal
securities laws, including the Securities Act, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture
Act”); or (3) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions
(not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal,
State of New York, or State officials authorized to do so; or (4) there shall have occurred any outbreak of hostilities (including, without limitation, an act of terrorism) or other
national or international calamity or crisis, including, but not limited to, an escalation of hostilities that existed prior to the date hereof, and the effect of any such event on
the financial markets of the United States; or (5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of
the City, except as disclosed in or contemplated by the Limited Offering Memorandum; or (6) any state blue sky or securities commission or other governmental agency or body in any state
in which more than 10% of the Bonds have been offered and sold shall have withheld registration, 14 exemption or clearance of the offering of the Bonds as described herein, or issued
a stop order or similar ruling relating thereto; or (7) any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body,
or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Assessments
to pay principal or interest on the Bonds; or (ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or
as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit
by, or the charge to the net capital requirements of, the Underwriter; or (iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter,
makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue
statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter;
or (iv) any fact or event shall exist or have existed that, in the Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to Limited Offering Memorandum;
or (v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (vi) a material disruption in securities settlement,
payment or clearance services shall have occurred; (vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or
on behalf of the United States Securities and Exchange Commission (the “SEC”) or any other governmental agency having jurisdiction of the subject matter shall have been issued or made,
to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Limited Offering Memorandum, or any
document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the date of Closing, including the Securities
Act, the Securities Exchange Act of 1934 (the “Securities Exchange Act”) and the Trust Indenture Act; or 15 (viii) the purchase of and payment for the Bonds by the Underwriter, or
the resale of the Bonds by the Underwriter on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission,
which prohibition shall occur subsequent to the date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter. With respect to the conditions described
in subparagraphs (ii) and (viii) above, the Underwriter is not aware of any current, pending or proposed law or government inquiry or investigation as of the date of execution of this
Agreement which would permit the Underwriter to invoke its termination rights hereunder. 9. Closing Documents. At or prior to the Closing, the Underwriter shall receive the following
documents: (a) Bond Opinion. The approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix C to the Limited Offering Memorandum,
dated the date of the Closing and addressed to the Underwriter, which may be included in the supplemental opinion required by Section 9(b), to the effect that the foregoing opinion
may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (b) Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing
Date and addressed to the City and the Underwriter, which provides that the Underwriter may rely upon the opinion of Bond Counsel delivered in accordance with the provisions of Section
9(a) hereof, in form and substance acceptable to counsel for the Underwriter, to the following effect: (i) Except to the extent noted therein, Bond Counsel has not verified and is not
passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that
such firm has reviewed the information describing the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF FINANCE — The Bonds”, “DESCRIPTION OF THE BONDS,”
“SECURITY FOR THE BONDS” (except for the last paragraph under the subcaption “General”), “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment
Amounts”), “THE DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings,” “LEGAL MATTERS — Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE” (except for the
subcaptions “The City’s Compliance with Prior Undertakings” and “The Developer”), “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC
FUNDS IN TEXAS,” and APPENDIX A and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate
and fair description of the laws and legal issues addressed therein and, 16 with respect to the Bonds, such information conforms to the Bond Ordinance and Indenture; (ii) The Bonds
are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has full power
and authority to adopt the Creation Resolution, the Assessment Ordinance, and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”)
and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture,
the Development Agreement, the CFA Agreement, the Landowner Agreement, the City Continuing Disclosure Agreement and this Agreement have been duly authorized, executed and delivered
by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and
binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting
enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental immunity
applicable to local governmental entities. (c) City Legal Opinion. An opinion of an attorney for the City, dated the Closing Date and addressed to the Underwriter, the Underwriter’s
Counsel, the City and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter.
(d) Opinion of Developer’s Counsel. An opinion of Developer’s Counsel, substantially in the form of Appendix D hereto, dated the Closing Date and addressed to the City, Bond Counsel,
the Attorney for the City, the Underwriter, Underwriter’s Counsel and the Trustee. (e) Developer Certificate. The certificate of the Developer dated as of the Closing Date, signed
by an authorized officer of Developer in substantially the form of Appendix E hereto. (f) City Certificate. A certificate of the City, dated the Closing Date, to the effect that,
to the best of an authorized City official’s knowledge: (i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material
respects on and as of the Closing Date as if made on the date thereof; (ii) the Authorizing Documents and City Documents are in full force and effect and have not been amended, modified,
or supplemented; 17 (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the knowledge of such persons, threatened
in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective
positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds
or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments pledged to pay the principal and interest
on the Bonds, or the pledge thereof; and (iv) the City has, to the best of such person’s knowledge, complied with all agreements and covenants and satisfied all conditions set forth
in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. (g) Trustee’s Certificate. A certificate of the Trustee, dated the date of
Closing, in form and substance acceptable to counsel for the Underwriter to the following effect: (i) The Trustee was founded as an Alabama state banking corporation organized under
the laws of the State of Alabama, and has not been dissolved, cancelled, or terminated, and has the full power and authority, including trust powers, to accept and perform its duties
under the Indenture; and (ii) No consent, approval, authorization or other action by any governmental authority having jurisdiction over the Trustee that has not been obtained is or
will be required for the authentication of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the
authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture. (h) Underwriter Counsel’s Opinion. An opinion, dated the Closing Date and
addressed to the Underwriter, of Winstead PC, counsel to the Underwriter, to the effect that: (i) based on (A) such counsel’s review of the Bond Ordinance, the Indenture, and the Limited
Offering Memorandum; (B) its discussions with Bond Counsel and with the Underwriter; (C) its review of the documents, certificates, opinions and other instruments delivered at the closing
of the sale of the Bonds on the date hereof; and (D) such other matters as it deems relevant, such counsel is of the opinion that the Bonds are exempt securities under the Securities
Act, and the Trust Indenture Act, and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under the Securities Act and the Indenture is
not required to be qualified under the Trust Indenture Act; 18 (ii) based upon (A) such counsel’s review of Rule 15c2-12 and interpretive guidance published by the SEC relating thereto;
(B) its review of the continuing disclosure undertaking of the City contained in the City Continuing Disclosure Agreement; and (C) the inclusion in the Limited Offering Memorandum of
a description of the specifics of such undertaking, and assuming that the Bond Ordinance, the Indenture, and the City Continuing Disclosure Agreement have been duly adopted by the City
and are in full force and effect, such undertaking provides a suitable basis for the Underwriter, to make a reasonable determination that the City has met the qualifications of paragraph
(b)(5)(i) of Rule 15c2-12; and (iii) although such counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness
of the information contained in the Limited Offering Memorandum, it has participated in the preparation of the Limited Offering Memorandum and without independent verification, no facts
came to its attention that caused it to believe that the Limited Offering Memorandum (except for the Appendices as well as any other financial, engineering and statistical data contained
therein or included therein by reference or any litigation disclosed therein, as to which it expresses no view) as of its date contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i)
Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto. (j) Delivery of City Documents and Developer Documents. The City Documents
and Developer Documents shall have been executed and delivered in form and content satisfactory to the Underwriter. (k) Form 8038-G. Evidence that the federal tax information form
8038-G has been prepared by Bond Counsel for filing. (l) Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel and counsel to the Underwriter
setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds of the Bonds will be used in
a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable regulations
(whether final, temporary or proposed), issued pursuant to the Code. (m) Attorney General Opinion and Comptroller Registration. The approving opinion of the Attorney General of the
State regarding the Bonds and the Comptroller of the State’s Certificate of Registration for the Initial Bond. (n) Continuing Disclosure Agreements. The City Continuing Disclosure
Agreement and the Continuing Disclosure Agreement of the Developer, shall have been 19 executed by the parties thereto in substantially the forms attached to the Preliminary Limited
Offering Memorandum as Appendix D-1 and Appendix D-2. (o) Letter of Representation of the Appraiser. (i) Letter of Representation of the Appraiser, substantially in the form of Appendix
F hereto addressed to the City, Bond Counsel, the Underwriter, counsel to the Underwriter and the Trustee, or in form otherwise agreed upon by the Underwriter, and (ii) a copy of the
real estate appraisal of the property within the Major Improvement Area of in the District dated June 8, 2021. (p) Letter of Representation of Administrator. Letter of Representation
of the Administrator, substantially in the form of Appendix G hereto, addressed to the City, Bond Counsel, the Underwriter, counsel to the Underwriter, and the Trustee or in form otherwise
agreed upon by the Underwriter. (q) Evidence of Filing of Creation Resolution, Assessment Ordinance, and Landowner Agreement. Evidence that (i) the Creation Resolution, including legal
description of the District by metes and bounds, (ii) the Assessment Ordinance, including the Assessment Roll for Major Improvement Area of the District and a statement indicating the
contact for and address of where a copy of the Service and Assessment Plan, and any updates thereto may be obtained or viewed, and (iii) the Landowner Agreement have been filed of record
in the real property records of Collin County, Texas. (r) Lender Consent Certificate. Lender Consent Certificate of International Bank of Commerce consenting to and acknowledging the
creation of the District, the adoption of the Assessment Ordinance, the levy of the Assessments, and the subordination of its lien to the lien created by the Assessments in a form acceptable
to the Underwriter. (s) Rule 15c2-12 Certification. A resolution or certificate of the City (which may be included in the Bond Ordinance) whereby the City has deemed the Preliminary
Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the offering of the Bonds. (t) Dissemination Agent.
Evidence acceptable to the Underwriter in its sole discretion that the City has engaged a dissemination agent acceptable to the Underwriter for the Bonds, with the execution of the
City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer by other parties thereto being conclusive evidence of such acceptance by the Underwriter.
(u) BLOR. A copy of the Blanket Issuer Letter of Representation to DTC relating to the Bonds and signed by the City. (v) Additional Documents. Such additional legal opinions, certificates,
instruments, and other documents as the Underwriter or their counsel may reasonably deem necessary. 10. City’s Closing Conditions. The obligation of the City hereunder to deliver the
Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set 20 forth in Section 1 hereof, the opinion of Bond Counsel described in Section 9(a)
hereof, the opinion of the Attorney General described in Section 9(m) hereof, and any documents required to be delivered by the Developer. 11. Establishment of Issue Price. (a) Notwithstanding
any provision of this Agreement to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply: (i) Definitions. For purposes of this
Section, the following definitions apply: (1) “Public” means any person (including an individual, trust, estate, partnership, association, company or corporation) other than a Participating
Underwriter or a Related Party to a Participating Underwriter. (2) “Participating Underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with
the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public and (B) any person that agrees pursuant to a written contract directly
or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party
distribution agreement participating in the initial sale of the Bonds to the public). (3) “Related Party” means any two or more persons who are subject, directly or indirectly, to (A)
more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B)
more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another) or (C) more
than 50% common ownership of the value of the outstanding stock of the corporation or the capital interest or profits interest of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (4) “Sale Date” means the date of execution
of this Agreement by all parties. (ii) Issue Price Certificate. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and to execute and deliver to
the City at Closing an Issue Price Certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix B, with
such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the initial offering
price (the “Initial Offering Price”) or prices or the 21 sales price or prices to the Public of the Bonds. As applicable, all actions to be taken by the City under this section to
establish the issue price of the Bonds may be taken on behalf of the City by the City's financial advisor and any notice or report to be provided to the City may be provided to the
City's financial advisor. (iii) Substantial Amount Test. Other than those maturities of the Bonds which are designated by the Underwriter in writing in the attached Schedule I (the
“Hold-the-Price Maturities”), the City will treat the Initial Offering Price at which at least ten percent (a “Substantial Amount”) in principal amount of each maturity of the Bonds
is sold to the Public as of the Sale Date (the “Substantial Amount Test”) as the issue price of that maturity (or each separate CUSIP number within that maturity). At or promptly after
the execution of this Agreement, the Underwriter will report to the City the price or prices at which the Participating Underwriters have offered and sold to the Public each maturity
of the Bonds. (iv) Hold-The-Price Restriction. The Underwriter agrees that it will neither offer nor sell any of the Hold-the-Price Maturities to any person at a price that is higher
than the applicable Initial Offering Price for such maturity during the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the
Sale Date or (ii) the date on which the Underwriter has sold a Substantial Amount of such Hold-the-Price Maturity to the Public at a price that is no higher than the Initial Offering
Price of such Hold-the-Price Maturity (the “Hold-the-Price Restriction”). The Initial Offering Price of the Hold-the-Price Maturities shall be the issue price for such maturities. The
Underwriter shall promptly advise the City when the Participating Underwriters have sold a Substantial Amount of each such Hold-the-Price Maturity to the Public at a price that is no
higher than the applicable Initial Offering Price of such Holdthe-Price Maturity, if that occurs prior to the close of the fifth business day after the Sale Date. The City acknowledges
that, in making the representation set forth in this subparagraph (4), the Underwriter will rely on (A) the agreement of each Participating Underwriter to comply with the Hold-the-Price
Restriction, as set forth in an agreement among underwriters and the related pricing wires, (B) in the event a selling group has been created in connection with the sale of the Bonds
to the Public, the agreement of each dealer who is a member of the selling group to comply with the Hold-the-Price Restriction, as set forth in a selling group agreement and the related
pricing wires, and (C) in the event that a Participating Underwriter is a party to a third-party distribution agreement that was employed in connection with the sale of the Bonds, the
agreement of each such underwriter, dealer or broker-dealer that is a party to such agreement to comply with the Hold-the-Price Restriction, as set forth in the third-party distribution
agreement and the related pricing wires. The City further acknowledges that each Participating Underwriter will be solely liable for its failure to comply with its agreement regarding
the Hold-the-Price Restriction and that no Participating Underwriter will be liable for the failure of any other Participating Underwriter to comply with its corresponding agreement
regarding the Hold-the-Price Restriction as applicable to the Bonds. 22 (v) Agreements Among Participating Underwriters. The Underwriter confirms that: (1) any agreement among underwriters,
any selling group agreement and each third- party distribution agreement to which the Underwriter is a party relating to the initial sale of the Bonds to the Public, together with related
pricing wires, contains or will contain language obligating each Participating Underwriter, each dealer who is a member of any selling group, and each broker-dealer that is a party
to any such thirdparty distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the unsold Bonds of each maturity allocated to it until it is
notified by the Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the Public, (B)
comply with the Hold-the-Price Restriction, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the relating pricing wires and (C) acknowledge
that, unless otherwise advised by the Participating Underwriter, the Underwriter will assume that based on such agreement each order submitted by the underwriter, dealer or broker-dealer
is a sale to the Public, and (2) any agreement among underwriters relating to the initial sale of the Bonds to the Public, together with related pricing wires, contains or will contain
language obligating each Participating Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the Public
to require each underwriter, dealer or broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the Public the unsold Bonds
of each maturity allotted to it until it is notified by the Underwriter or the applicable Participating Underwriter that either the Substantial Amount Test has been satisfied as to
the Bonds of that maturity or all Bonds if that maturity have been sold to the Public and (B) comply with the Hold-the-Price Restriction, if applicable, in each case if and for so long
as directed by the Underwriter or the applicable Participating Underwriter and as set forth in the related pricing wires. (b) Sale to Related Party not a Sale to the Public. The Participating
Underwriters acknowledge that sales of any Bonds to any person that is a Related Party to a Participating Underwriter do not constitute sales to the Public for purposes of this Section.
If a Related Party to a Participating Underwriter purchases during the initial offering period all of a Hold-the-Price Maturity, the related Participating Underwriter will notify the
Underwriter and will take steps to confirm in writing that such Related Party will either (i) hold such Bonds for its own account, without present intention to sell, reoffer or otherwise
dispose of such Bonds for at least five business days from the Sale Date, or (ii) comply with the Hold-the-Price Restriction. 23 12. Consequences of Termination. If the City shall
be unable to satisfy the conditions contained in this Agreement or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement
shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in Sections 13, 15 and 16 hereof. 13. Costs and Expenses. (a)
The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following expenses incident to the issuance of the Bonds and
performance of the City’s obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of the Preliminary
Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements of the City’s financial advisor and legal
counsel, the Trustee’s counsel, Bond Counsel, Developer’s Counsel, and the Trustee relating to the issuance of the Bonds, (iv) the Attorney General’s review fees, (v) the fees and disbursements
of accountants, advisers and any other experts or consultants retained by the City or the Developer, including but not limited to the fees and expenses of the Administrator, and (vi)
the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds and the performance by the City of its obligations under
this Agreement. (b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the offering of the Bonds; (ii) fees of Underwriter’s Counsel;
and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred by it in connection with its offering and distribution
of the Bonds, except as noted in Subsection 13(a) above. (c) The City acknowledges that the Underwriter will pay from the Underwriter’s fee applicable per bond assessment charged by
the Municipal Advisory Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and distribute information relating to issuing entities of municipal securities.
14. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to: City of Anna, Texas, 111 N. Powell Parkway,
Anna, Texas 75409, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to:
FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp Davenport, Director. 15. Entire Agreement. This Agreement is made solely for the benefit of the City
and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City’s representations,
warranties, and agreements contained in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Underwriter,
provided the City shall have no liability with respect to any matter of which the Underwriter has 24 actual knowledge prior to the purchase of the Bonds; or (ii) delivery of any payment
for the Bonds pursuant to this Agreement. The agreements contained in this Section and in Sections 16 and 18 shall survive any termination of this Agreement. 16. Survival of Representations
and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement,
notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or other writing delivered by a party to this Agreement or in connection
with the transactions described in by this Agreement constitute representations and warranties by such party under this Agreement to the extent such statement is set forth as a representation
and warranty in the instrument in question. 17. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but one and the same instrument. 18. Severability. In case any one or more of the provisions contained herein
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof. 19.
State Law Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Texas. 20. No Assignment. The rights and obligations
created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other parties hereto. 21. No Personal Liability.
None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged personally by the Underwriter with any liability, or be held
liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach of this
Agreement. 22. Form 1295. Submitted herewith or on a date prior hereto is a completed Form 1295 in connection with the Underwriter’s participation in the execution of this Agreement
generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules
promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter, and the City agrees to acknowledge such form with the TEC through
its electronic filing application not later than the 30th day after the receipt of such form. The Underwriter and the City understand and agree that, with the exception of information
identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information
contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have verified such information. 23. Anti-Boycott Verification. The
Underwriter hereby verifies that the Underwriter and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do 25 not boycott Israel and, to the
extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section
2271.002, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal Law. As used in the foregoing verification, ‘boycott Israel’ means refusing
to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically
with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. The Underwriter
understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. 24. Iran, Sudan and Foreign Terrorist
Organizations. The Underwriter hereby represents that neither the Underwriter nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company
identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the
following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.
texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene
applicable State or Federal law and excludes the Underwriter and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
The Underwriter understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. [Signatures
to follow] S-1 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above. FMSbonds, Inc., as Underwriter By: Name: Theodore
A. Swinarski Title: Senior Vice President – Trading S-2 Accepted at _____ a.m./p.m. central time on the date first stated above. CITY OF ANNA, TEXAS By: Nate Pike, Mayor
Schedule I-1 SCHEDULE I $2,896,000 CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA
PROJECT) Interest Accrues From: Date of Delivery $514,000 4.500% Term Bonds, Due September 15, 2031, Priced to Yield 4.500% (a) (c) $2,382,000 5.000% Term Bonds, Due September 15,
2051, Priced to Yield 5.000% (a) (b) (c) (a) The initial prices or yields of the Bonds are furnished by the Underwriter, have been determined in accordance with the “10% test”,
and represent the initial offering prices or yields to the public, which may be changed by the Underwriter at any time. (b) The Bonds maturing on September 15, 2051 are subject to
redemption, in whole or in part, prior to stated maturity, at the option of the City, on any date on or after September 15, 2031, at the redemption price of 100% of the principal amount
plus accrued interest to the date of redemption as described in the Limited Offering Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.” (c) The Bonds are also subject
to extraordinary optional redemption as described in the Limited Offering Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.” The Term Bonds are subject to mandatory
sinking fund redemption on the dates and in the respective Sinking Fund Installments as set forth in the following schedule. $514,000 Term Bonds Maturing September 15, 2031 Redemption
Date Sinking Fund Installment September 15, 2024 $56,000 September 15, 2025 58,000 September 15, 2026 61,000 September 15, 2027 63,000 September 15, 2028 65,000 September 15,
2029 68,000 September 15, 2030 70,000 September 15, 2031* 73,000 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Schedule I--2 $2,382,000 Term Bonds Maturing September 15,
2051 Redemption Date Sinking Fund Installment September 15, 2032 $76,000 September 15, 2033 79,000 September 15, 2034 83,000 September 15, 2035 86,000 September 15, 2036 90,000
September 15, 2037 94,000 September 15, 2038 98,000 September 15, 2039 103,000 September 15, 2040 107,000 September 15, 2041 112,000 September 15, 2042 117,000 September 15, 2043
123,000 September 15, 2044 129,000 September 15, 2045 135,000 September 15, 2046 141,000 September 15, 2047 147,000 September 15, 2048 154,000 September 15, 2049 162,000 September
15, 2050 169,000 September 15, 2051* 177,000 * Final Maturity A-1 APPENDIX A FORM OF DEVELOPER LETTER OF REPRESENTATIONS $2,896,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE
BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA PROJECT) DEVELOPER LETTER OF REPRESENTATIONS July 27, 2021 City of Anna, Texas 111
N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Ladies and Gentlemen: Ladies and Gentlemen: This letter is being delivered to the
City of Anna, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”), in consideration for your entering into the Bond Purchase Agreement dated the date hereof (the “Bond Purchase
Agreement”) for the sale and purchase of the $2,896,000 “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Major Improvement
Area Project)” (the “Bonds”). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the
Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of
them by the Underwriter, the undersigned, MM Anna 325, LLC, a Texas limited liability company (the “Developer”), makes the representations, warranties, and covenants contained in this
Developer Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used in this Developer Letter of Representations will have the meaning set
forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer understands,
and hereby confirms, that the A-2 Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own account.
2. Updating of the Limited Offering Memorandum. If, after the date of this Developer Letter of Representations, up to and including the date the Underwriter is no longer required
to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting
period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days
after the “end of the underwriting period” for the Bonds), the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented
or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Developer will
notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this
Developer Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer makes no representations with respect
to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, or its bookentry-only
system and (ii) the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions “THE CITY,” “THE DISTRICT,” “BONDHOLDERS’ RISKS”
(except as it pertains to the Developer, the Major Improvement Area Projects and the Development, as defined in the Limited Offering Memorandum), “TAX MATTERS,” “LEGAL MATTERS — Litigation
— The City,” “CONTINUING DISCLOSURE — The City” and “— The City’s Compliance with Prior Undertakings” and “INFORMATION RELATING TO THE TRUSTEE.” 3. Developer Documents. The Developer
has executed or caused the execution of and delivered each of the below listed documents (individually, a “Developer Document” and collectively, the “Developer Documents”) in the capacity
provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of Developer, enforceable against the Developer in accordance
with its terms: (a) this Developer Letter of Representations; (b) that certain Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”)
and the Developer, effective as of June 9, 2020, as amended by the First Amended Sherley Tract Subdivision Improvement Agreement effective as of July 14, 2020 (together, the “Development
Agreement”); (c) that certain Sherley Tract Public Improvement District No. 2 Major Improvement Area Construction, Funding, and Acquisition Agreement between the Developer and the
City dated July 27, 2021 (the “CFA Agreement”); A-3 (d) the certain the Major Improvement Area Landowner Agreement dated as of July 27, 2021 executed by the City and the Developer
(the “Landowner Agreement”); and (e) that certain Continuing Disclosure Agreement of the Developer, dated as of June 1, 2021 made by and among the Developer, P3Works, LLC as Administrator
and Regions Bank, an Alabama state banking corporation, as dissemination agent. The Developer has complied in all material respects with all of the Developer’s agreements and covenants
and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. The representations and warranties
of the Developer set forth in the Developer Documents are true and correct in all material respects on and as of the date hereof. 4. Developer Representations, Warranties and Covenants.
The Developer represents, warrants, and covenants to the City and the Underwriter that: (a) Due Organization and Existence. The Developer is duly formed and validly existing as a
limited liability company under the laws of the State of Texas. (b) Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer
(the “Developer Organizational Documents”) to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been
amended or supplemented and are in full force and effect as of the date hereof. (c) No Breach. The execution and delivery of the Developer Documents by Developer does not violate any
judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement, or other instrument to which Developer is a party. (d) No Litigation. Other than as described
in the Preliminary Limited Offering Memorandum, there are no proceedings pending or threatened in writing before any court or administrative agency against Developer that is either
not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of Developer to perform its obligations under the Developer Documents
in all material respects or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with the description thereof in the Preliminary
Limited Offering Memorandum. (e) Information. The information prepared and submitted by the Developer to the City or the Underwriter in connection with the preparation of the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects. (f) Preliminary Limited Offering Memorandum.
The Developer represents and warrants that the information set forth in the Preliminary Limited Offering A-4 Memorandum under the captions “PLAN OF FINANCE — Development Plan and
Plan of Finance,” “THE MAJOR IMPROVEMENT AREA PROJECTS” “THE DEVELOPMENT,” “THE DEVELOPER” “CONTINUING DISCLOSURE – The Developer”, and, to the best of the Developer’s knowledge after
due inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects and the Development, as defined in the Limited Offering
Memorandum), “LEGAL MATTERS — Litigation — The Developer,” and “SOURCES OF INFORMATION” (only as it pertains to the Developer) is true and correct and does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Developer
agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum. (g) Events of Default. No “Event of Default” or “event of default” by the Developer under any of the Developer Documents, any documents
to which Developer is a party described in the Preliminary Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Major Improvement
Area Projects to which the Developer is a party, or event that, with the passage of time or the giving of notice or both, would constitute such “Event of Default” or “event of default,”
by the Developer has occurred and is continuing. 5. Indemnification. (a) The Developer will indemnify and hold harmless the City and the Underwriter and each of their officers, directors,
employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by
reference in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE MAJOR
IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects, and the Development),
“LEGAL MATTERS — Litigation – The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING DISCLOSURE – The Developer” or any amendment or supplement
to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the
omission or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading
under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred. A-5 (b) Promptly after receipt by an indemnified party under subsection (a) above of notice of
the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the
indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against
an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected
without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify
and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and
shall survive any investigation made by or on behalf of the City, the Developer or the Underwriter. 6. Survival of Representations, Warranties and Covenants. All representations, warranties,
and agreements in this Developer Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter,
(b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Bond Purchase Agreement. 7. Binding on Successors and Assigns. This Developer
Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm
or entity will acquire or have any right under or by virtue of this Developer Letter of Representations. [Signature page to follow] A-6 DEVELOPER: MM ANNA 325, LLC, a Texas limited
liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ____________________________
__ Name: Mehrdad Moayedi Its Manager B-1 APPENDIX B $2,896,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT
DISTRICT MAJOR IMPROVEMENT AREA PROJECT) ISSUE PRICE CERTIFICATE The undersigned, as the duly authorized representative of FMSbonds, Inc. (the “Purchaser”), hereby certifies with
respect to the $2,896,000 City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Neighborhood Major Improvement Area Project)
(“the “Bonds”) issued by the City of Anna, Texas (the “Issuer”), hereby certifies, based on its records and information, as follows: (a) [Other than the Bonds maturing in ____________
(the “Hold-the-Price Maturities”), the][The first price at which at least ten percent (“Substantial Amount”) of the principal amount of each maturity of the Bonds having the same credit
and payment terms (a “Maturity”) was sold to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter (the “Public”)
is set forth in the final Limited Offering Memorandum relating to the Bonds. (Add (b) and (c) only if there are Hold-the-Price Maturities) (b) On or before the first day on which there
is a binding contract (“Purchase Contract”) in writing for the sale of the Bonds (the “Sale Date”), the Purchaser offered to the Public each Maturity of the Hold-the-Price Maturities
at their respective initial offering prices (the “Initial Offering Prices”), as listed in the final Limited Offering Memorandum relating to the Bonds. (c) As set forth in the Purchase
Contract, the Purchaser agreed in writing to neither offer nor sell any of the Hold-the-Price Maturities to any person at any higher price than the respective Initial Offering Price
for such Hold-the-Price Maturities until a date that is the earlier of the close of the fifth business day after the Sale Date or the date on which the Purchaser sells a Substantial
Amount of a Hold-the-Price Maturities of the Bonds to the Public at no higher price than the Initial Offering Price for such Hold-the-Price Maturity. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this Certificate as Schedule A. For purposes of this Issue Price Certificate, the term “Underwriter” means (1) (i) a person that agrees pursuant
to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any person
that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this paragraph (including a member of a selling group or a party to a retail
distribution agreement participating in the initial sale of the Bonds to the Public) to participate in B-2 the initial sale of the Bonds to the Public, and (2) any person who has more
than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph. [Signature page to follow] B-3 The undersigned understands that the
foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Federal Tax Certificate and with respect to compliance with the
federal income tax rules affecting the Bonds, and by McCall, Parkhurst & Horton L.L.P. in connection with rendering its opinion that the interest on the Bonds is excluded from gross
income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to
time relating to the Bonds. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of law and makes no representation as to the legal sufficiency of
the factual matters set forth herein. EXECUTED and DELIVERED this _______________, 2021. FMSbonds, Inc. By: Name: Title: SCHEDULE A PRICING WIRE OR EQUIVALENT
COMMUNICATION (Attached) C-1 APPENDIX C [LETTERHEAD OF THE CITY ATTORNEY] July 27, 2021 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond
Avenue, Suite 1100 Houston, Texas 77046 Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 City of Anna 111 N. Powell Parkway Anna, Texas 75409 $2,896,000
CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT MAJOR IMPROVEMENT AREA PROJECT) Ladies and Gentlemen: We are the
City Attorney of the City of Anna, Texas (the “City”) and render this opinion in connection with the issuance and sale of $2,896,000 “City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Major Improvement Area Project)” (the “Bonds”), by the City, a political subdivision of the State of Texas (the “State”).
The Bonds are authorized pursuant to Ordinance No. [_________] and enacted by the City Council of the City (the “City Council”) on July 27, 2021 (the “Bond Ordinance”) and shall be
issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “Act”) and the Indenture
of Trust dated as of August 1, 2021 (the “Indenture”) by and between the City and Regions Bank as trustee (the “Trustee”). The Bonds are being sold to FMSbonds, Inc. pursuant to the
Bond Purchase Agreement dated July 27, 2021 between the City and FMSbonds, Inc. (the “Bond Purchase Agreement”). This opinion is being delivered pursuant to Section 9(c) of the Bond
Purchase Agreement. Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated herein. In connection with rendering this opinion,
we have reviewed: (a) The Resolution No. [_____] enacted by the City Council on December 8, 2020, (the “Creation Resolution.”); C-2 (b) Ordinance No. [_______] approved by the City
Council on July 27, 2021, and the Service and Assessment Plan (the “Service and Assessment Plan”) attached as an exhibit thereto (the “Assessment Ordinance”); (c) The Bond Ordinance;
(d) The Indenture; (e) The Bond Purchase Agreement; (f) That certain Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna
325, LLC a Texas limited liability company (“the Developer”), effective as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement,
effective as of July 14, 2020 (the “Development Agreement”); (g) That certain Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of August 1, 2021 (the “City
Continuing Disclosure Agreement”), executed and delivered by the City, P3Works, LLC as “Administrator”, and Regions Bank, as Dissemination Agent; (h) That certain the Major Improvement
Area Landowner Agreement dated as of July 27, 2021, executed and delivered by the Developer and the City (the “Landowner Agreement”); (i) That certain Sherley Tract No. 2 Public Improvement
District Major Improvement Area Construction, Funding, and Acquisition Agreement between the Developer and the City dated July 27, 2021 (the “CFA Agreement”); (j) Such other documents,
records, agreements or certificates as we have deemed necessary or appropriate to enable us to render the opinions expressed below. The Creation Resolution, the Assessment Ordinance,
the Indenture and the Bond Ordinance shall hereinafter be collectively referred to as the “Authorizing Documents” and the remaining documents shall hereinafter be collectively referred
to as the “City Documents.” In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted
to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution and delivery of the City Documents by all parties
other than the City. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that: 1. The City is a Texas political
subdivision and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The City has taken or obtained
all actions, approvals, consents and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the City Documents and the performance
of its obligations thereunder. C-3 2. To the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public
board or body, pending, or threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices, (b) in any way questioning
the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or application
of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Assessments in the Major Improvement Area of the District pursuant to the provisions
of the Assessment Ordinance and the Service and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability or the City’s performance of the City
Documents, (e) contesting the exclusion of the interest on the Bonds from federal income taxation, or (f) which may result in any material adverse change relating to the financial condition
of the City. 3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof. 4. The City Documents have been duly authorized, executed
and delivered by the City and are legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms. However, the enforceability
of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
rights of creditors generally, (b) principles of equity, whether considered at law or in equity, or (c) the application of State law relating to action by future councils and relating
to governmental immunity applicable to governmental entities. 6. No further consent, approval, authorization, or order of any court or governmental agency or body or official is required
to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the City Documents (other than those that have
been or will be obtained prior to the delivery of the Bonds, including the opinion of the Texas Attorney General). 7. The City has duly authorized and delivered the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum. 8. Based upon my limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum (collectively, the “Limited Offering Memorandum”), the statements and information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum
with respect to the City under the captions and subcaptions “ASSESSMENT PROCEDURES – Assessment Methodology” and “ – Assessment Amounts,” “THE CITY,” “THE DISTRICT,” “THE DEVELOPMENT
AGREEMENT,” “LEGAL MATTERS – Litigation – The City,” “CONTINUING DISCLOSURE – The City” and “– The City’s Compliance with Prior Undertakings” and “APPENDIX A” are a fair and accurate
summary of the laws and the documents and facts summarized therein. 9. The adoption of the Authorizing Documents, the execution and delivery of the City Documents and the compliance
with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of my knowledge: (a) C-4 do not and will not in any
material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (b) do not
and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation, constitutional provision,
court order or consent decree to which the City is subject. This opinion may not be relied upon by any other person except those specifically addressed in this letter. Very truly yours,
______________________ CITY ATTORNEY D-1 APPENDIX D [LETTERHEAD OF MIKLOS CINCLAIR] July 27, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc.
5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Wolfe Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco,
Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201 Winstead PC 2728 N. Harwood Street Dallas, Texas 75201 $2,896,000 CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT MAJOR IMPROVEMENT AREA PROJECT) Ladies & Gentlemen: We have acted as special counsel
to MM Anna 325, LLC, a Texas limited liability company (the “Developer”) in connection with the issuance and sale by the City of Anna, Texas (the “City”), of $2,896,000 City of Anna,
Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Major Improvement Area Project) (the “Bonds”), pursuant to the Indenture of Trust
dated as of August 1, 2021 (the “Indenture”), by and between the City and Regions Bank, as trustee (the “Trustee”). Proceeds from the sale of the Bonds will be used, in part, to fund
certain public infrastructure improvements in the Development (as defined in the Limited Offering Memorandum) located in the City. The Bonds are being sold by FMSbonds, Inc. (the “Underwriter”),
pursuant to that certain Bond Purchase Agreement dated July 27, 2021 (the “Bond Purchase Agreement”), by and between the City and the Underwriter. All capitalized terms used herein
and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. D-2 In our capacity as special counsel to the Developer, and for purposes of rendering
the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents (collectively, the “Material
Documents”): (1) the Sherley Tract Subdivision Improvement Agreement between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective as of June 9, 2020, as amended
by that certain First Amended Sherley Tract Subdivision Improvement Agreement, effective as of July 14, 2020; (2) the Sherley Tract Public Improvement District No. 2 Major Improvement
Area Construction, Funding, and Acquisition Agreement between the Developer and the City dated July 27, 2021; (3) the Major Improvement Area Landowner Agreement dated as of July 27,
2021 executed by the City and the Developer; (4) the Continuing Disclosure Agreement of Developer dated as of August 1, 2021 among the Developer, P3Works, LLC, as Administrator and
Regions Bank, as Dissemination Agent; and (5) the Developer Letter of Representations dated as of July 27, 2021; (b) General Certificate of the Developer and the Closing Certificate
of the Developer, each dated as of the date hereof (together, the “Developer Certificate”); (c) The Preliminary Limited Offering Memorandum, dated July 19, 2021, as supplemented July
27, 2021, relating to the issuance of the Bonds (the “Preliminary Limited Offering Memorandum”); (d) The final Limited Offering Memorandum, dated July 27, 2021, relating to the issuance
of the Bonds (collectively with the Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”); and (e) Such other documents, records, agreements, and certificates
of the Developer as we have deemed necessary or appropriate to render the opinions expressed below. In basing the opinions and other matters set forth herein on “our knowledge,” the
words “our knowledge” signify that, in the course of our representation of the Developer, the principal attorneys in this firm involved in the current actual transaction do not have
actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied
are not accurate and complete. Except as otherwise stated herein, we have undertaken no independent investigation or certification of such matters. The words “our knowledge” and similar
language used herein are intended to be limited to the knowledge of the attorneys within our firm who have worked on the matters contemplated by our representation as special counsel.
In rendering the opinions set forth herein, we have assumed, without independent investigation (other than the Developer), that: (i) the due authorization, execution, and delivery
D-3 of each of the documents referred to in this opinion letter by all parties thereto and that each such document constitutes a valid, binding, and enforceable obligation of each
party thereto, (ii) all of the parties to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority
(corporate, limited liability company, partnership or other) and legal right to execute, deliver, and perform its obligations under such documents (except to the extent set forth in
our opinions set forth herein regarding valid existence and power and authority of the Developer to execute, deliver, and perform its obligations under the Material Documents), (iii)
each certificate from governmental officials reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv) the legal capacity
of all natural persons, (v) the genuineness of all signatures (other than those of the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all documents
submitted to us as originals, (vii) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative,
or other action of any governmental authority of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (ix) that the execution and
delivery by each party of, and performance of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such party under any agreements,
contracts or instruments to which such party is a party to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party. In addition, we have
assumed that the Material Documents accurately reflect the complete understanding of the parties with respect to the transactions contemplated thereby and the rights and obligations
of the parties thereunder. We have also assumed that the terms and conditions of the transaction as reflected in the Material Documents have not been amended, modified or supplemented,
directly or indirectly, by any other agreement or understanding of the parties or waiver of any of the material provisions of the Material Documents. We assume that none of the parties
to the Material Documents (other than the Developer) is a party to any court or regulatory proceeding relating to or otherwise affecting the Material Documents or is subject to any
order, writ, injunction or decree of any court or federal, state or local governmental agency or commission that would prohibit the execution and delivery of the Material Documents,
or the consummation of the transactions therein contemplated in the manner therein provided, or impair the validity or enforceability thereof. We assume that each of the parties to
the Material Documents (other than Developer) has full authority to close this transaction in accordance with the terms and provisions of the Material Documents. We assume that neither
the Underwriter nor the City nor their respective counsel has any current actual knowledge of any facts not known to us or any law or judicial decision which would make the opinions
set forth herein incorrect, and that no party upon whom we have relied for purposes of this opinion letter has perpetrated a fraud. We have only been engaged by our clients in connection
with the Material Documents (and the transactions contemplated in the Material Documents) and do not represent these clients generally. Opinions and Assurances D-4 Based solely upon
the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that: 1. The execution and delivery by the Developer of the Material Documents
and the performance by the Developer of its obligations under the Material Documents will not (i) violate any applicable law; or (ii) conflict with or result in the breach of any court
decree or order of any governmental body identified in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation
reflected in this opinion binding upon or affecting the Developer, the conflict with which or breach of which would have a material, adverse effect on the ability of the Developer to
perform its obligations under the Material Documents to which it is a party. 2. To our knowledge, no governmental approval which has not been obtained or taken is required to be obtained
or taken by the Developer on or before the date hereof as a condition to the performance by the Developer of its obligations under the Material Documents to which it is a party, except
for governmental approvals that may be required to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable
laws). 3. The Developer has duly executed and delivered each of the Material Documents to which it is a party, and each of the Material Documents constitute the legal, valid, and binding
obligations of the Developer, enforceable against the Developer in accordance with their respective terms, subject to the following qualifications: (i) the effect of applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, (ii) the effect of the exercise of judicial discretion in accordance with
general principles of equity (whether applied by a court of law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein may be limited, in
whole or in part. The execution, delivery, and performance by the Developer of its obligations under the Material Documents do not violate any existing laws of the State of Texas applicable
to the Developer. 4. To our knowledge after reasonable inquiry, there are no actions, suits or proceedings pending or threatened against the Developer identified in the Developer Certificate
or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any
governmental instrumentality with respect to the validity or enforceability against it of such Material Documents or the transactions described therein. 5. The execution and delivery
of the Material Documents do not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does
not, conflict with or constitute a breach of or default under any loan agreement, Indenture, bond note, resolution, agreement or other instrument to which the Developer is a party or
is otherwise subject and which have been identified in the Developer Certificate which violation, breach or default would materially adversely affect the Developer or its performance
of its obligations under the transactions described in the Material Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or
imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described
in the Material Documents (a) under applicable law D-5 or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument. 6. The information set
forth in the Limited Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Plan of Finance,” “THE MAJOR IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Major Improvement Area Projects, and the Development, as defined in the Limited Offering Memorandum),” “LEGAL
MATTERS — Litigation — The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and “CONTINUING DISCLOSURE – The Developer,” adequately and fairly describe the
information summarized under such captions and are correct as to matters of law. 7. Subject to the below qualifications and based upon our participation in the preparation of the
Limited Offering Memorandum and our participation at conferences with representatives of the Underwriter and its counsel, of the City and its counsel, and with representatives of the
Developer and its lawyers, at which the Limited Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Limited
Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum
and any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph
as of the date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Qualifications In addition to
any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth above are subject to the following assumptions and qualifications: (a) We have not
examined any court dockets, agency files or other public records regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions, proceedings, investigations
or litigation. (b) We have relied upon the Developer Certificate, as well as the representations of the Developer contained in the Material Documents, with respect to certain facts
material to our opinion. Except as otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations
contained therein. (c) Our opinion delivered pursuant to Section 3 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other laws affecting creditors’ rights generally and to the effect of general principles of equity, including (without limitation) remedies of specific performance and injunctive
relief and concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). D-6 (d) Except for the Material
Documents, we have not reviewed, and express no opinion as to, any other contracts or agreements to which the Developer is a party or by which the Developer is or may be bound. (e)
The opinions expressed herein are based upon and limited to the applicable laws of the State of Texas and the laws of the United States of America, excluding the principles of conflicts
of laws thereof, as in effect as of the date hereof, and our knowledge of the facts relevant to such opinions on such date. In this regard, we note that we are members of the Bar of
the State of Texas, we do not express any opinion herein as to matters governed by the laws of any other jurisdiction, except the United States of America, we do not purport to be experts
in any other laws and we can accept no responsibility for the applicability or effect of any such laws. In addition, we assume no obligation to supplement the opinions expressed herein
if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that affect the opinions expressed herein. (f) This letter is strictly limited
to the matters expressly set forth herein and no statements or opinions should be inferred beyond such matters. (g) Notwithstanding anything contained herein to the contrary, we express
no opinion whatsoever concerning the status of title to any real or personal property. (h) The opinions expressed herein regarding the enforceability of the Material Documents are
subject to the qualification that certain of the remedial, waiver or other provisions thereof may not be enforceable; but such unenforceability will not, in our judgment, render the
Material Documents invalid as a whole or substantially interfere with the practical realization of the principal legal benefits provided in the Material Documents, except to the extent
of any economic consequences of any procedural delays which may result therefrom. (i) The opinion expressed herein as to the enforceability of the Material Documents is specifically
subject to the qualification that enforceability of the Material Documents is limited by the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966,
as amended; (ii) principles of equity, public policy and unconscionability which may limit the availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent
conveyance, liquidation, probate, conservatorship and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; and (iv) requirements of due process
under the United States Constitution, the Constitution of the State of Texas and other laws or court decisions limiting the rights of creditors to repossess, foreclose or otherwise
realize upon the property of a debtor without appropriate notice or hearing or both. (j) We express no opinion as to whether a court would grant specific performance or any other equitable
remedy with respect to the enforcement of the Material Documents. (k) We express no opinion as to the validity, binding effect, or enforceability of: (i) provisions which purport to
waive rights or notices, including rights to trial by jury, counterclaims or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, waivers of defenses or the
benefits of statutes of limitations, marshaling of assets, the transferability of any assets which by their nature are nontransferable, sales in inverse order of alienation, or severance;
(iii) provisions purporting to waive the benefits of present or of future D-7 laws relating to exemptions, appraisement, valuation, stay of execution, redemption, extension of time
for payment, setoff and similar debtor protection laws; or (iv) provisions requiring a party to pay fees and expenses regardless of the circumstances giving rise to such fees or expenses
or the reasonableness thereof. (l) The opinions expressed herein are subject to the effect of generally applicable rules of law that provide that forum selection clauses in contracts
are not necessarily binding on the court(s) in the forum selected. (m) We express no opinion as to the enforceability of any provisions in the Material Documents purporting to entitle
a party to indemnification in respect of any matters arising in whole or in part by reason of any negligent, illegal or wrongful act or omission of such party. This opinion is furnished
to those parties addressed in this letter solely in connection with the transactions, for the purposes and on the terms described above and may not be relied upon for any other purpose
or by any other person in any manner or for any purpose. Very truly yours, Miklos Cinclair, PLLC By: __________________________ Name: Robert Miklos Its: Member and Director
E-1 APPENDIX E CLOSING CERTIFICATE OF DEVELOPER MM Anna 325, LLC, a Texas limited liability company (the “Developer”) DOES HEREBY CERTIFY the following as of the date hereof.
All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum. 1. The Developer is a limited liability company organized,
validly existing and in good standing under the laws of the State of Texas. 2. Representatives of the Developer have provided information to the City of Anna, Texas (the “City”) and
FMSbonds, Inc. (the “Underwriter”) to be used in connection with the offering by the City of its $2,896,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2021
(Sherley Tract No. 2 Public Improvement District Major Improvement Area Project) (the “Bonds”), pursuant to the City’s Preliminary Limited Offering Memorandum, dated July 19, 2021,
as supplemented July 27, 2021, and Limited Offering Memorandum dated July 27, 2021 (together, the “Limited Offering Memorandum”). 3. The Developer has delivered to the Underwriter
and the City true, correct, complete and fully executed copies of the Developer’s organizational documents, and such documents have not been amended or supplemented and are in full
force and effect as of the date hereof. 4. The Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State and (ii) verification
of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer. 5. The Developer has executed or caused the execution of, and delivered each of the
below listed documents (individually, a “Developer Document” and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such
Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) that certain Developer Letter of
Representations dated July 27, 2021; (b) that certain “Sherley Tract Subdivision Improvement Agreement” between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer, effective
as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement effective as of July 14, 2020; (c) that certain “Sherley Tract Public Improvement
District No. 2 Major Improvement Area Construction, Funding, and Acquisition Agreement” between the Developer and the City dated July 27, 2021; (d) the “Major Improvement Area Landowner
Agreement” dated as of July 27, 2021 executed by the City and the Developer; and E-2 (e) that certain Continuing Disclosure Agreement of the Developer, dated as of August 1, 2021
made by and among the Developer, Regions Bank as dissemination agent and P3Works, LLC, as Administrator. 6. The Developer has complied in all material respects with all of the Developer’s
agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. 7. The
representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects as if made on the date thereof. 8. The execution
and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other
instrument to which Developer is a party. To the Developer’s knowledge, after due inquiry, there are no proceedings pending or threatened in writing before any court or administrative
agency against the Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform
its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with
the description thereof in the Limited Offering Memorandum. 9. The Developer has reviewed and approved the information contained in the Limited Offering Memorandum under the captions
“PLAN OF FINANCE – Development Plan and Plan of Finance,” “THE MAJOR IMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the
Developer, the Major Improvement Area Projects, and the Development), “LEGAL MATTERS — Litigation — The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer) and
“CONTINUING DISCLOSURE – The Developer”, and certifies that the same does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in the light of the circumstances under which they are made, not misleading respecting such Developer and the portion of the Development owned by such
Developer, provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited
Offering Memorandum. 10. The Developer is in compliance in all material respects with all provisions of applicable law in all material respects relating to the Developer in connection
with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) there is no default of any zoning condition, land use permit or development agreement binding
upon the Developer or any portion of the Development that would materially and adversely affect the Developer’s ability to complete or cause to be completed the development of such
portion of the Development as described in the Limited Offering Memorandum; and (b) we have no reason to believe that any additional permits, consents and licenses required to complete
the Development as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course. E-3 11. The Developer is not insolvent and has not
made an assignment for the benefit of creditors, filed or consented to a petition in bankruptcy, petitioned or applied (or consented to any third party petition or application) to any
tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution
or liquidation law or statute of any jurisdiction. 12. The levy of the Assessments (as defined in the Limited Offering Memorandum) on property in the Major Improvement Area of the District
owned by Developer will not conflict with or constitute a breach of or default under any agreement, indenture or other instrument to which the Developer is a party or to which the Developer
or any of its property or assets is subject. 13. The Developer is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject,
which default would have a material and adverse effect on the Bonds or the development of the Development. 14. The Developer has no knowledge of any physical condition of the Development
owned or to be developed by the Developer that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any
applicable federal, state or local governmental laws or regulations relating to the environment in any material and adverse respect. Dated: ___________________, 2021 [Signature
page to follow] E-1 DEVELOPER: MM ANNA 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC,
a Delaware limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its Manager [Signature page of Closing Certificate
of Developer] F-1 APPENDIX F [LETTERHEAD OF INTEGRA REALTY RESOURCES] August 16, 2021 City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way,
Suite 300-25 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201 Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248
Winstead PC 2728 N. Harwood St., Ste 500 Dallas, Texas 75201 Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District
Major Improvement Area Project) (the “Bonds”) Ladies and Gentlemen: The undersigned, ________________, appraiser of the property contained in the Major Improvement Area of the Sherley
Tract Public Improvement District No. 2 (the “District”), does hereby represent the following: 1. On behalf of Integra Realty Resources DFW, I have supplied certain information contained
in the Preliminary Limited Offering Memorandum for the Bonds, dated July 19, 2021, as supplemented July 27, 2021, and the Limited Offering Memorandum for the Bonds, dated on or about
July 27, 2021 (together, the “Limited Offering Memorandum”), relating to the issuance of the Bonds by the City of Anna, Texas, as described above. The information I have provided is
the real estate appraisal of the property in the Major Improvement Area of the District, located in APPENDIX E to the Limited Offering Memorandum, and the description thereof, set forth
under the caption “APPRAISAL OF PROPERTY WITHIN THE MAJOR IMPROVEMENT AREA OF THE DISTRICT — The Appraisal”. 2. To the best of my professional knowledge and belief, as of the date of
my appraisal report, the portion of the Limited Offering Memorandum described above does not contain an untrue statement of a material fact as to the information and data set forth
therein, and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3. I
agree to the inclusion of the Appraisal in the Limited Offering Memorandum and the use of the name of my firm in the Limited Offering Memorandum for the Bonds. F-2 4. I agree that,
to the best of my ability, I will inform you immediately should I learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to
the actual time of delivery of the Bonds (anticipated to occur on or about August 16, 2021) which would render any such information in the Limited Offering Memorandum untrue, incomplete,
or incorrect, in any material fact or render any statement in the appraisal materially misleading. 5. The undersigned hereby represents that he has been duly authorized to execute this
letter of representations. Sincerely yours, INTEGRA REALTY RESOURCES - DFW By: Its: G-1 APPENDIX G [LETTERHEAD OF ADMINISTRATOR] August 16, 2021 City of Anna, Texas 111 N.
Powell Parkway Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P 717 North Harwood, Suite 900 Dallas, Texas 75201
Regions Bank 3773 Richmond Avenue, Suite 1100 Dallas, Texas 75248 Winstead PC 2728 N. Harwood St., Ste 500 Dallas, Texas 75201 Re: City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2021 (Sherley Tract No. 2 Public Improvement District Major Improvement Area Project) (the “Bonds”) Ladies and Gentlemen: The undersigned, an authorized representative
of P3Works, LLC (“P3Works”), consultant in connection with the creation by the City of Anna, Texas (the “City”), of the Sherley Tract Public Improvement District No. 2 (the “District”),
does hereby represent the following: 1. P3Works has supplied certain information contained in the Preliminary Limited Offering Memorandum, dated July 19, 2021, as supplemented July
27, 2021 (the “Preliminary Limited Offering Memorandum”), and the final Limited Offering Memorandum, dated on or about July 27, 2021 (together with the Preliminary Limited Offering
Memorandum, the “Limited Offering Memorandum”), both in connection with the Bonds, relating to the issuance of the Bonds by the City, as described above. The information P3Works provided
for the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is located (a) under the captions “ASSESSMENT PROCEDURES — Assessment Methodology” and “— Assessment
Amounts”, “OVERLAPPING TAXES AND DEBT,” and “THE ADMINISTRATOR,” and (b) in the Service and Assessment Plan (the “SAP”) for the City located in APPENDIX B to the Limited Offering Memorandum.
2. To our professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain an untrue statement of a material fact as to the information
and data set forth therein, and do not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not
misleading. G-2 3. We agree to the inclusion of the SAP in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the use of the name of our firm
in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum for the Bonds. 4. We agree that, to the best of our ability, we will inform you immediately should
we learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur
on or about August 16, 2021) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in any material fact or render any such information
materially misleading. 5. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representation. Sincerely yours, P3WORKS, INC. By:
Its: C-1 EXHIBIT C CONTINUING DISCLOSURE AGREEMENT CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR
IMPROVEMENT AREA PROJECT) CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER This Continuing Disclosure Agreement of the Issuer dated as of August 1, 2021 (this “Disclosure Agreement”) is
executed and delivered by and between the City of Anna, Texas (the “Issuer”), P3Works, LLC (the “Administrator”), and Regions Bank, an Alabama state banking corporation (the “Dissemination
Agent”) with respect to the Issuer’s “Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)” (the “Bonds”).
The Issuer and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by
the Issuer and the Dissemination Agent for the benefit of the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing location is designated
by the MSRB (defined below) or the SEC (defined below), all filings made by the Dissemination Agent pursuant to this Agreement shall be filed with the MSRB through EMMA (defined below).
SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture of Trust dated as of August 1, 2021, relating to the Bonds (the “Indenture”), which apply
to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Administrator”
shall mean, initially, P3Works, LLC, or thereafter any the employee or designee of the Issuer who shall have the responsibilities provided in the District’s Service and Assessment Plan,
or any other agreement or document approved by the Issuer related to the duties and responsibilities of the administration of the District. “Affiliate” shall have the meaning assigned
to such term in the Disclosure Agreement of the Developer. “Annual Collection Costs” shall have the meaning assigned to such term in the Service and Assessment Plan. “Annual Financial
Information” shall mean annual financial information as such term is specified in Section 4(a) of this Disclosure Agreement. “Annual Installment(s)” shall have the meaning assigned
to such term in the Indenture. “Annual Issuer Report” shall mean any Annual Issuer Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4(a) of this Disclosure
Agreement. “Assessments” shall have the meaning assigned to such term in the Indenture. “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the State
of Texas observed as such by the Issuer or the Trustee. 2 “Developer” shall mean MM Anna 325, LLC, a Texas limited liability company, including any Affiliate of the Developer and
its successors and assigns. “Disclosure Agreement of the Developer” shall mean the Continuing Disclosure Agreement of the Developer dated as of August 1, 2021 executed and delivered
by the Developer, the Administrator and Regions Bank, as Dissemination Agent. “Disclosure Representative” shall mean the Finance Director of the Issuer or his or her designee, or such
other officer or employee as the Issuer, may designate in writing to the Dissemination Agent from time to time. “Dissemination Agent” shall mean Regions Bank, or any successor Dissemination
Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation. “District” shall mean Sherley Tract Public Improvement District
No. 2 within the City of Anna, Texas. “EMMA” shall mean the Electronic Municipal Market Access System available on the internet at http://emma.msrb.org. “Fiscal Year” shall mean the
calendar year from October 1 through September 30. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. “MSRB” shall mean the Municipal
Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. “Outstanding” shall have the meaning given to it in the
Indenture. “Owner” shall mean the registered owner of any Bonds. “Underwriter” shall mean FMSbonds, Inc., and its successors and assigns. “Prepayment” shall mean the payment of all
or a portion of an Assessment before the due date thereof. Amounts received at the time of a Prepayment which represent a principal, interest or penalties on a delinquent installment
of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment. “Rule” shall mean Rule 15c2-12 adopted by
the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. “SEC” shall mean the United States Securities and Exchange Commission. “Service and
Assessment Plan” shall have the meaning assigned to such term in the Indenture. 3 “Trust Estate” shall have the meaning assigned to such term in the Indenture. “Trustee” shall mean
Regions Bank, or any successor trustee pursuant to the Indenture. SECTION 3. Provision of Annual Issuer Reports. (a) The Issuer shall cause and hereby directs the Dissemination Agent
to provide or cause to be provided to the MSRB, in the electronic or other form required by the MSRB, commencing with the Fiscal Year ending September 30, 2021, an Annual Issuer Report
provided to the Dissemination Agent which is consistent with the requirements of and within the time periods specified in Section 4 of this Disclosure Agreement. In each case, the Annual
Issuer Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure
Agreement. If the Issuer’s Fiscal Year changes, it shall file notice of such change (and of the date of the new Fiscal Year) with the MSRB prior to the next date by which the Issuer
otherwise would be required to provide the Annual Issuer Report pursuant to this paragraph. All documents provided to the MSRB shall be accompanied by identifying information as prescribed
by the MSRB. Not later than ten (10) days prior to the date specified in Section 4 of this Disclosure Agreement for providing the Annual Issuer Report to the MSRB, the Issuer shall
provide the Annual Issuer Report to the Dissemination Agent and direct the Dissemination Agent in writing to provide such Annual Issuer Report to the MSRB not later than ten (10) days
from receipt of such Annual Issuer Report from the Issuer. If by the fifth (5th) day before the filing date required under Section 4 of this Disclosure Agreement, the Dissemination
Agent has not received a copy of the Annual Issuer Report, the Dissemination Agent may contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to
remind the Issuer of its undertaking to provide Annual Issuer Report pursuant to this subsection (a). Upon such reminder, the Disclosure Representative shall either (i) provide the
Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business Days prior to the filing date required under Section 4 of this Disclosure Agreement;
or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer Report within the time required under this Disclosure Agreement, state
the date by which the Annual Issuer Report for such year will be provided and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached
as Exhibit A; provided, however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination Agent is hereby authorized
and directed to file the Annual Issuer Report or the notice of failure to file, as applicable, to the MSRB, no later than six months after the end of each Fiscal Year; provided further,
however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent is hereby authorized and directed to file a notice
of failure to file no later than on the last Business Day of the six month period after the end of the Fiscal Year. (b) The Issuer shall or shall cause the Dissemination Agent to:
(i) determine the filing address or other filing location of the MSRB each year prior to filing the Annual Issuer Report on the date required in subsection (a); 4 (ii) file the Annual
Issuer Report containing or incorporating by reference the information set forth in Section 4(a) hereof; and (iii) if the Issuer has provided the Dissemination Agent with the completed
Annual Issuer Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then upon the Issuer’s written request, the Dissemination Agent shall file a report
with the Issuer certifying that the Annual Issuer Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB.
SECTION 4. Content and Timing of Annual Issuer Reports; Audited Financial Statements. (a) The Annual Issuer Report for the Bonds shall contain or incorporate by reference, and the
Issuer agrees to provide or cause to be provided to the Dissemination Agent to file, at Issuer’s written direction, the following: Within six months after the end of each Fiscal Year
the following Annual Financial Information (any or all of which may be unaudited): (i) Tables setting forth the following information, as of the end of such Fiscal Year: (A) For the
Bonds, the maturity date or dates, the interest rate or rates, the original aggregate principal amount and principal amount remaining Outstanding; (B) The amounts in the funds and
accounts securing the Bonds; and (C) The assets and liabilities of the Trust Estate. (ii) The principal and interest paid on the Bonds during the most recent Fiscal Year and the minimum
scheduled principal and interest required to be paid on the Bonds in the next Fiscal Year. (iii) Any changes to the land use designation for the property in the Major Improvement Area
of the District from the purposes identified in the Service and Assessment Plan. (iv) Updates to the information in the Service and Assessment Plan as most recently amended or supplemented
(a “SAP Update”), including any changes to the methodology for levying the Assessments in the Major Improvement Area of the District. (v) The aggregate taxable assessed valuation for
parcels or lots within the Major Improvement Area of the District based on the most recent certified tax roll available to the Issuer. (vi) With respect to single-family residential
lots, until building permits have been issued for parcels or lots representing, in the aggregate, 95% of the total Assessments levied 5 within the Major Improvement Area of the District,
such SAP Update shall include the following: (A) the number of new homes completed in the Major Improvement Area of the District during such Fiscal Year; and (B) the aggregate number
of new homes completed within the Major Improvement Area of the District since filing the initial Annual Issuer Report for Fiscal Year ended September 30, 2021. (vii) Listing of any
property or property owners in the Major Improvement Area of the District representing more than five percent (5%) of the levy of Assessments, the amount of the levy of Assessments
against such landowners, and the percentage of such Assessments relative to the entire levy of Assessments within the Major Improvement Area of the District, all as of the October 1
billing date for the Fiscal Year. (viii) Collection and delinquency history of the Assessments within the Major Improvement Area of the District for the past five Fiscal Years, in the
following format: Collection and Delinquent History of Assessments Collected in Fiscal Year Ending 9/30 Assessment Billed Parcels Levied Delinquent Amount as of 3/1 Delinquent Percentage
as of 3/1 Delinquent Amount as of 9/1 Delinquent Percentage as of 9/1 Total Assessments Collected(1) 20__ $ — — $ (1) Collected as of _________, 20__. Includes $___________ attributable
to Prepayments. (ix) For each calendar year, if the total amount of Annual Installments that are delinquent as of September 1 in such calendar year is equal to or greater than ten
(10%) of the total amount of Annual Installments due in such calendar year, a list of parcel numbers for which the Annual Installments are delinquent. (x) Total amount of Prepayments
collected, as of the February 15 of the calendar year immediately succeeding such Fiscal Year, in each case with respect to the most recent billing period (generally, October 1 of the
preceding calendar year through January 31 of the current calendar year). (xi) The amount of delinquent Assessments by Fiscal Year: (A) which are subject to institution of foreclosure
proceedings (but as to which such proceedings have not been instituted); (B) which are currently subject to foreclosure proceedings which have not been concluded; (C) which have
been reduced to judgment but not collected; (D) which have been reduced to judgment and collected; and 6 (E) the result of any foreclosure sales of assessed property within the
Major Improvement Area of the District if the assessed property represents more than one percent (1%) of the total amount of Assessments. (xii) A description of any amendment to this
Disclosure Agreement and a copy of any restatements to the Issuer’s audited financial statements during such Fiscal Year. See Exhibit B hereto for a form for submitting the information
set forth in the preceding paragraphs. The Issuer has designated P3Works, LLC as the initial Administrator. The Administrator, and if no Administrator is designated, Issuer’s staff,
shall prepare the Annual Financial Information. (b) The Issuer shall provide annually to the MSRB through its EMMA, within twelve (12) months after the end of each Fiscal Year ending
on or after September 30, 2021, audited financial statements of the Issuer. If the audit of such financial statements are not complete within such period, the Issuer shall provide
unaudited financial statements for the applicable Fiscal Year within such twelve-month period to the MSRB through EMMA, and audited financial statements to the MSRB through EMMA when
the audit report on such statements becomes available. (c) Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents
of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be
available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions
of this Section 5, each of the following is a Listed Event with respect to the Bonds: 1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit
or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds. 7. Modifications
to rights of Owners, if material. 8. Bond calls, if material. 7 9. Defeasances. 10. Release, substitution, or sale of property securing repayment of the Bonds, if material. 11. Rating
changes. 12. Bankruptcy, insolvency, receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or
substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of
a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee under the Indenture or the change
of name of a trustee, if material. 15. Incurrence of a financial obligation of the obligated person, if material, or agreements to covenants, events of default, remedies, priority rights,
or other similar terms of a financial obligation of the obligated person, any of which affect security holders if material. 16. Default, event of acceleration, termination event, modification
of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. For these purposes, any event described
in in the immediately preceding paragraph (12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the
Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession
but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court
or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. For these purposes, “financial obligation” means (i) a debt
obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee
of (i) or (ii). The term “financial obligation” shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking
Board consistent with the Rule. Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the
Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the MSRB. Following receipt of such with written direction the Dissemination Agent shall file such
within ten (10) Business Days of the occurrence of such Listed Event; provided that the Dissemination Agent shall not be liable for the filing of notice of any Listed Event more than
ten (10) Business Days after the occurrence of such Listed Event if notice of such 8 Listed Event is received from the Issuer more than ten (10) Business Days after the occurrence
of such Listed Event. Additionally, the Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide annual audited financial statements or Annual Financial
Information as required under this Disclosure Agreement. Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to
make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent
to disseminate the information (which date shall not be more than ten (10) Business Days after the occurrence of the Listed Event or failure to file). In all cases, the Issuer shall
have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures. In addition, the Issuer shall have the sole responsibility
to ensure that any notice required to be filed under this Section 5 is filed within ten (10) Business Days of the occurrence of the Listed Event. (b) The Dissemination Agent and the
Administrator shall, within one (1) Business Day of obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative
in writing of such Listed Event. The Dissemination Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written
instructions from the Disclosure Representative to do so. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not
that of the the Administrator or the Dissemination Agent. It is agreed and understood that the Dissemination Agent and the Administrator have agreed to give the foregoing notice to
the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but are under no obligation to investigate whether any such event has occurred. As used above,
“actual knowledge” means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent or the Administrator
be liable in damages or in tort to the Issuer or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such
notice in a timely fashion. (c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8, 10, 13,
14 or 15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly notify the Dissemination Agent and the Trustee (if the Dissemination
Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (d). (d) If the Dissemination Agent has been instructed
in writing by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with the MSRB (which date shall not be
more than ten (10) Business Days after the occurrence of the Listed Event or failure to file). SECTION 6. Termination of Reporting Obligations. The obligations of the Issuer and the
Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer
an obligated person 9 with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent of an opinion of nationally recognized bond counsel
to the effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding, the Dissemination Agent may assume that the Issuer is an obligated person
with respect to the Bonds until it receives written notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and
the Dissemination Agent may conclusively rely upon such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written
notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect
to the Bonds under Section 5(a). SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist
it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any
time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall be Regions Bank SECTION
8. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination
Agent shall not unreasonably withhold its consent to any amendment so requested by the Issuer), and any provision of this Disclosure Agreement may be waived, provided that the following
conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that
arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the
time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either
(i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion
of nationally recognized bond counsel, materially impair the interests of the Owners or beneficial owners of the Bonds. In the event of any amendment or waiver of a provision of this
Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Issuer Report, and shall include, as applicable, a narrative explanation of the reason for
the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented
by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the
same manner as for a Listed Event under Section 5(a), and (ii) the Annual Issuer Report for the year in which the change is made should present a comparison (in narrative form and also,
if feasible, 10 in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting
principles. No amendment which adversely affects the Dissemination Agent may be made without its prior written consent (which consent will not be unreasonably withheld or delayed).
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination
set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Issuer Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Issuer Report or notice of occurrence of a Listed
Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation (and the Dissemination Agent shall incur no liability or obligation)
under this Disclosure Agreement to update such information or include it in any future Annual Issuer Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event
of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of the Owners of at least 25% aggregate principal
amount of Outstanding Bonds, shall, upon being indemnified to its satisfaction as provided in the Indenture), or any Owner or beneficial owner of the Bonds may take such actions as
may be necessary and appropriate to cause the Issuer, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement
shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer
to comply with this Disclosure Agreement shall be an action for mandamus or specific performance. A default under this Disclosure Agreement by the Issuer shall not be deemed a default
under the Disclosure Agreement of Developer by the Developer, and a default under the Disclosure Agreement of the Developer by the Developer shall not be deemed a default under this
Disclosure Agreement by the Issuer. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent and the Administrator. (a) The Dissemination Agent shall not have any duty
with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to hold
harmless the Dissemination Agent, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property
owners in the Major Improvement Area of the District, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and
duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s
negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities
arising from information provided to the Dissemination Agent by the Developer or the failure of the Developer to provide information to the Dissemination Agent as and when required
under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment in full of
the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is an “obligated person” under the Rule. 11 The Dissemination
Agent is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The fact that the Dissemination Agent may have a banking or
other business relationship with the Issuer or any person with whom the Issuer contracts in connection with the transaction described in the Indenture, apart from the relationship created
by the Indenture or this Disclosure Agreement, shall not be construed to mean that the Dissemination Agent has actual knowledge of any event described in Section 5 above, except as
may be provided by written notice to the Dissemination Agent pursuant to this Disclosure Agreement. The Dissemination Agent may, from time to time, consult with legal counsel of its
own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the
Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (b) The Administrator shall not have
any responsibility for the (1) accuracy of any information provided by third parties or the Issuer for the disclosures made pursuant to the terms hereof, or (2) the untimeliness of
any information provided by third parties or the Issuer for the disclosures made pursuant to the terms hereof, except where such untimeliness is attributable to the actions or inactions
of the Administrator. The Administrator shall have only such duties as are specifically set forth in Sections 3 and 4 of this Disclosure Agreement, and no implied covenants shall be
read into this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold harmless the Administrator, its officers, directors,
employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property owners in the District, against any loss, expense and liabilities
which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against
any claim of liability resulting from information provided to the Administrator by the Issuer, but excluding liabilities due to the Administrator’s negligence or willful misconduct;
provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Administrator for losses, expenses or liabilities arising from information provided
to the Administrator by third parties or the Developer, or the failure of any third party or the Developer to provide information to the Administrator as and when required under this
Agreement. The obligations of the Issuer under this Section shall survive resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement
shall be construed to mean or to imply that the Administrator is an “obligated person” under the Rule. The Administrator is not acting in a fiduciary capacity in connection with the
performance of its respective obligations hereunder. The Administrator shall not in any event incur any liability with respect to any action taken or omitted to be taken in reliance
upon any document delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper party or parties. The Administrator may, from time to
time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or
their respective duties hereunder, and the Administrator shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (c)
UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES 12 RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, THE ADMINISTRATOR OR THE DISSEMINATION AGENT, RESPECTIVELY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. NEITHER THE DISSEMINATION AGENT NOR THE ADMINISTRATOR ARE UNDER ANY OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION. SECTION
12. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer or Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future council members, officer, agent or employee of the Issuer or Dissemination Agent in other than that person's official capacity.
SECTION 13. Severability. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed,
entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof
or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder
(except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for its operation
on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity
of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof
shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. SECTION 14. Sovereign Immunity. The Dissemination Agent
agrees that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer’s sovereign or governmental immunities regarding liability or suit. SECTION
15. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Underwriter, the Dissemination Agent and the Owners and the beneficial owners from
time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit
the duties of the Issuer under federal and state securities laws. SECTION 16. Dissemination Agent Compensation. The fees and expenses incurred by the Dissemination Agent for its services
rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and will be included in the Annual Installments as provided in the annual updates to the Service
and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent, but only with funds to be provided from Assessments collected from the property owners in the Major
Improvement Area of the District, for its fees and expenses for the Dissemination Agent’s services rendered in accordance with this Disclosure Agreement. 13 SECTION 17. Assessment
Timeline. The basic expected timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit
C which is intended to illustrate the general procedures expected to be followed in enforcing the payment of delinquent Assessments. SECTION 18. Anti-Boycott Verification. The Dissemination
Agent hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Disclosure
Agreement is a contract for goods or services, will not boycott Israel during the term of this Disclosure Agreement. The foregoing verification is made solely to comply with Section
2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, “boycott Israel” means refusing to
deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with
Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. The Dissemination
Agent understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make a profit. SECTION 19. Iran,
Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Dissemination Agent represents that neither the Dissemination Agent,
nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Dissemination Agent is a company identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.te
xas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation
is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal law and excludes the Dissemination
Agent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Dissemination Agent, if any, that the United States government has affirmatively declared
to be excluded from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist organization. The Dissemination
Agent understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make a profit. SECTION 20. Governing
Law. This Disclosure Agreement shall be governed by the laws of the State of Texas. SECTION 21. Counterparts. This Disclosure Agreement may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the same instrument. [remainder of page left blank intentionally] SIGNATURE PAGE TO ISSUER CONTINUING
DISCLOSURE AGREEMENT S-1 CITY OF ANNA, TEXAS By: Mayor SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT S-2 REGIONS BANK (as Dissemination Agent) By:
Authorized Officer SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT S-3 P3WORKS, LLC (as Administrator) By: Name: Title: A-1 EXHIBIT
A NOTICE TO MSRB OF FAILURE TO FILE ANNUAL ISSUER REPORT Name of Issuer: City of Anna, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public
Improvement District No. 2 Major Improvement Area Project) CUSIP Nos. [insert CUSIP NOs.] Date of Delivery: ______________, 20__ NOTICE IS HEREBY GIVEN that the City of Anna, Texas,
has not provided [an Annual Issuer Report][annual audited financial statements] with respect to the above-named bonds as required by the Continuing Disclosure Agreement of Issuer dated
[INDENTURE DATE], 2021, between the Issuer and Regions Bank, as “Dissemination Agent.” The Issuer anticipates that [the Annual Issuer Report][annual audited financial statements] will
be filed by ________________. Dated: _________________ Regions Bank (as Dissemination Agent) By: Title: cc: City of Anna Texas B-1 EXHIBIT B CITY OF ANNA, TEXAS, SPECIAL
ASSESSMENT REVENUE BONDS, SERIES 2021 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) ANNUAL ISSUER REPORT* Delivery Date: __________, 20__ CUSIP
NOSs: [insert CUSIP NOs.] BONDS OUTSTANDING CUSIP Number Maturity Date Interest Rate Original Principal Amount Outstanding Principal Amount Outstanding Interest Amount
INVESTMENTS Fund/ Account Name Investment Description Par Value Book Value Market Value _________________________ *Excluding Audited Financial Statements of
the Issuer ASSETS AND LIABILITIES OF PLEDGED TRUST ESTATE Bonds (Principal Balance) ___________________ Funds and Accounts [list] ___________________ TOTAL ASSETS ___________________
LIABILITIES Outstanding Bond Principal ___________________ Outstanding Program Expenses (if any) ___________________ TOTAL LIABILITIES ___________________ B-2 EQUITY Assets Less
Liabilities ___________________ Value to Debt Ratio ___________________ Form of Accounting Cash Accrual Modified Accrual ITEMS REQUIRED BY SECTIONS 4(a)(ii) – (vii) [Insert
a line item] SECTION 4(a)(viii) COLLECTION AND DELINQUENCY HISTORY OF THE ASSESSMENTS WITHIN THE DISTRICT FOR THE PAST FIVE FISCAL YEARS, IN THE FOLLOWING FORMAT: Collection and Delinquent
History of Assessments Collected in Fiscal Year Ending 9/30 Assessment Billed Parcels Levied Delinquent Amount as of 3/1 Delinquent Percentage as of 3/1 Delinquent Amount as of
9/1 Delinquent Percentage as of 9/1 Total Assessments Collected(1) $ — — $ (1) Collected as of _________, 20_. Includes $___________ attributable to Prepayments. ITEMS REQUIRED
BY SECTIONS 4(a)(ix) – (xii) OF THE CONTINUING DISCLOSURE AGREEMENT OF ISSUER RELATING TO THE CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021, (SHERLEY TRACT PUBLIC
IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT) [Insert a line item for each applicable listing] C-1 EXHIBIT C BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT
OF DELINQUENCIES1 Date Delinquency Clock (Days) Activity January 31 Annual Installments of Assessments are due. February 1 1 Annual Installments of Assessments Delinquent if not received.
February 15 15 Issuer forwards payment to Trustee for all collections received as of February 15, along with detailed breakdown. Subsequent payments and relevant details will follow
monthly thereafter. Issuer and/or Administrator should be aware of actual and specific delinquencies. Issuer and/or Administrator should be aware if Reserve Fund needs to be utilized
for debt service payments on March 1. If there is to be a shortfall, the Trustee and Dissemination Agent should be immediately notified. Issuer and/or Administrator should also be
aware if, based on collections, there will be a shortfall for September payment. Issuer and/or Administrator should determine if previously collected surplus funds, if any, plus actual
collections will be fully adequate for debt service in March and September. At this point, if total delinquencies are under 5% and if there is adequate funding for March and September
payments, no further action is anticipated for collection of Annual Installments of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate
designee, will begin process to cure deficiency. For properties delinquent by more than one year or if the delinquency exceeds $10,000 the matter will be referred for commencement
of foreclosure. If there are over 5% delinquencies or if there is 1 Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments, which
dates and procedures are subject to adjustment by the Issuer. C-2 inadequate funding in the Pledged Revenue Fund for transfer to the Principal and Interest Account of such amounts
as shall be required for the full March and September payments, the collection-foreclosure procedure will proceed against all delinquent properties. March 15 43/44 Trustee pays bond
interest payments to bondholders. Reserve Fund payment to Bond Fund may be required if Assessments are below approximately 50% collection rate. Issuer, or the Trustee, on behalf of
the Issuer, to notify Dissemination Agent of the occurrence of draw on the Reserve Fund and, following receipt of such notice, Dissemination Agent to notify MSRB of such draw on the
Fund for debt service. Use of Reserve Fund for debt service payment should trigger commencement of foreclosure on delinquent properties. Issuer determines whether or not any Annual
Installments of Assessments are delinquent and, if such delinquencies exist, the Issuer commences as soon as practicable appropriate and legally permissible actions to obtain such delinquent
Annual Installments of Assessments. March 20 47/48 Issuer and/or Administrator to notify Dissemination Agent for disclosure to MSRB of all delinquencies. If any property owner with
ownership of property responsible for more than $10,000 of the Annual Installments of Assessments is delinquent or if a total of delinquencies is over 5%, or if it is expected that
Reserve Fund moneys will need to be utilized for either the March or September bond payments, the Disclosure Representative shall work with City Attorney's office, or the appropriate
designee, to satisfy payment of all delinquent Annual Installments of Assessments. April 15 74/75 Preliminary Foreclosure activity commences, and Issuer to notify Dissemination Agent
of the commencement of preliminary foreclosure activity. C-3 If Dissemination Agent has not received Foreclosure Schedule and Plan of Collections, Dissemination Agent to request
same from the Issuer. May 1 89/90 If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of Collections, and if instructed by the bondholders under
Section 11.2 of the Indenture, Dissemination Agent requests that the Issuer commence foreclosure or provide plan for collection. May 15 103/104 The designated lawyers or law firm will
be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent for dissemination to those bondholders who have requested to be notified of
collections progress. The goal for the foreclosure actions is a filing by no later than June 1 (day 120/121). June 1 120/121 Foreclosure action to be filed with the court. June 15 134/135
Issuer notifies Trustee and Dissemination Agent of Foreclosure filing status. Dissemination Agent notifies bondholders. July 1 150/151 If bondholders and Dissemination Agent have not
been notified of a foreclosure action, Dissemination Agent will notify the Issuer that it is appropriate to file action. A committee of not less than 25% of the Owners may request
a meeting with the City Manager, Assistant City Manager or the Finance Director to discuss the Issuer’s actions in pursuing the repayment of any delinquencies. This would also occur
after day 30 if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed 5%, Owners may also request a meeting with the Issuer at any time to discuss the
Issuer’s plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the foreclosure process, the Owners may seek an action for mandamus
or specific performance to direct the Issuer to pursue the collections of delinquent Annual Installments of Assessments. D-1 EXHIBIT D LANDOWNER AGREEMENT MAJOR IMPROVEMENT
AREA LANDOWNER AGREEMENT This MAJOR IMPROVEMENT AREA LANDOWNER AGREEMENT (the “Agreement”), is entered into as of July 27, 2021, between the City of Anna, Texas (the “City”), a home-rule
municipality of the State of Texas (the “State”), and MM Anna 325, LLC, a Texas limited liability company (the “Landowner”). RECITALS: WHEREAS, capitalized terms used but not defined
herein shall have the meanings given to them in the Service and Assessment Plan (as defined herein); and WHEREAS, Landowner owns the Major Improvement Area Assessed Property described
by a metes and bounds description attached as Exhibit I to this Agreement and which is incorporated herein for all purposes, comprising all of the non-exempt, privately-owned land described
in Exhibit I (the “Landowner’s Parcel”) which is located within the Major Improvement Area of the Sherley Tract Public Improvement District No. 2 (the “District”) in the extraterritorial
jurisdiction of the City; and WHEREAS, the City Council has adopted an assessment ordinance (including all exhibits and attachments thereto, the “Assessment Ordinance”) for the Major
Improvement Area Projects and the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan (as updated and amended, the “Service and Assessment Plan”) and which is
incorporated herein for all purposes, and has levied an assessment on the Major Improvement Area Assessed Property in the Major Improvement Area of the District that will be pledged
as the security for payment of bonds or other obligations to be issued for the purpose of paying certain infrastructure improvements and to pay the costs of constructing the Major Improvement
Area Projects; and WHEREAS, the Declaration of Covenants, Conditions and Restrictions attached to this Agreement as Exhibit II and which are incorporated herein for all purposes,
includes the statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement
district established under Chapter 372 of the Texas Local Government Code, as amended (the “PID Act”), to the purchaser. NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, obligations and benefits hereinafter set forth, the City and the Landowner hereby contract, covenant and agree as follows: APPROVAL OF AGREEMENTS Affirmation of Recitals.
The findings set forth in the Recitals of this Agreement are hereby incorporated as the official findings of the City Council. I. AGREEMENTS OF LANDOWNER A. Affirmation and Acceptance
of Agreements and Findings of Benefit. Landowner hereby ratifies, confirms, accepts, agrees to, and approves: (i) the creation and boundaries of the District, the boundaries of the
Landowner’s Parcel, which are located within the District, and the location and development of the Major Improvement Area Projects on the Landowner’s Parcel and on the property within
the District; (ii) the determinations and findings as to the benefits by the City Council in the Service and Assessment Plan and the Assessment Ordinance; and (iii) the Assessment Ordinance
and the Service and Assessment Plan. B. Acceptance and Approval of Major Improvement Area Assessments and Lien on Property. Landowner consents to, agrees to, acknowledges and accepts
the following: (i) the Assessments levied on the Major Improvement Area of the District (the “Major Improvement Area Assessments”) as shown on the Major Improvement Area Assessment
Roll; (ii) the Major Improvement Area Projects specially benefit the Major Improvement Area of the District, and the Landowner’s Parcel, in an amount at least equal to the Major Improvement
Area Assessment levied on the Major Improvement Area Assessed Property within the Major Improvement Area of the District, as such Major Improvement Area Assessment is shown on the Major
Improvement Area Assessment Roll; (iii) each Major Improvement Area Assessment is final, conclusive and binding upon Landowner and any subsequent owner of any of the Major Improvement
Area Assessed Property, regardless of whether such landowner may be required to prepay a portion of, or the entirety of, such Major Improvement Area Assessment upon the occurrence of
a mandatory prepayment event as provided in the Service and Assessment Plan; (iv) the obligation to pay the Major Improvement Area Assessment levied on the Major Improvement Area Assessed
Property owned by the Landowner and any subsequent owner of any of the Improvement Area #1 Assessed Property when due and in the amount required by and stated in the Service and Assessment
Plan and the Assessment Ordinance; (v) each Major Improvement Area Assessment or reassessment, with interest, the expense of collection, and reasonable attorney’s fees, if incurred,
is a first and prior lien against the Parcels within the Major Improvement Area Assessed Property, superior to all other liens and monetary claims except liens or monetary claims for
state, county, school district, or municipal ad valorem taxes, and is a personal liability of and charge against the owner of the Parcel(s) within the Major Improvement Area Assessed
Property regardless of whether such owner is named; (vi) the Major Improvement Area Assessment lien on the Major Improvement Area Assessed Property is a lien and covenant that runs
with the land and is effective from the date of the Assessment Ordinance and continues until the Major Improvement Area Assessment is paid and may be enforced by the governing body
of the City in the same manner that an ad valorem tax lien against real property may be enforced by the City; (vii) delinquent installments of the Major Improvement Area Assessment
shall incur and accrue interest, penalties, and attorney’s fees as provided in the PID Act; (viii) the owner of any Major Improvement Area Assessed Property may pay at any time the
entire Major Improvement Area Assessment, with interest that has accrued on the Major Improvement Area Assessment, on any parcel in the Major Improvement Area Assessed Property; (ix)
the Annual Installments of the Major Improvement Area Assessments may be adjusted, decreased and extended; and, the Landowner and any subsequent owner of any Improvement Area #1 Assessed
Property shall be obligated to pay their respective revised amounts of the Annual Installments, when due, and without the necessity of further action, Major Improvement Area Assessments
or reassessments by the City, the same as though they were expressly set forth herein; and (x) Landowner has received, or hereby waives, all notices required to be provided to it under
Texas law, including the PID Act, prior to the Effective Date (defined herein). C. Mandatory Prepayment of Major Improvement Area Assessments. Landowner agrees and acknowledges that
Landowner or subsequent landowners may have an obligation to prepay a Major Improvement Area Assessment upon the occurrence of a mandatory prepayment event, at the sole discretion of
the City and as provided in the Service and Assessment Plan, as amended or updated. D. Notice of Assessments. Landowner further agrees as follows: (i) the Declaration of Covenants,
Conditions and Restrictions in the form attached hereto as Exhibit II shall be terms, conditions and provisions running with the Landowner’s Parcel and shall be recorded (the contents
of which shall be consistent with the Assessment Ordinance and the Service and Assessment Plan as reasonably determined by the City), in the records of the County Clerk of Collin County,
as a lien and encumbrance against such Major Improvement Area Assessed Property, and Landowner hereby authorizes the City to so record such documents against the Major Improvement
Area Assessed Property owned by Landowner; (ii) in the event of any subdivision, sale, transfer or other conveyance by the Landowner of the right, title or interest of the Landowner
in the Landowner’s Parcel or any part thereof, the Landowner’s Parcel, or any such part thereof, shall continue to be bound by all of the terms, conditions and provisions of such Declaration
of Covenants, Conditions and Restrictions and any purchaser, transferee or other subsequent owner shall take such Major Improvement Area Assessed Property or portion thereof, subject
to all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions; and (iii) Landowner shall comply with, and shall contractually obligate
(and, upon the City’s request, promptly provide written evidence of such contractual provisions to the City) any party who purchases any Major Improvement Area Assessed Property owned
by Landowner, or any portion thereof, for the purpose of constructing residential properties that are eligible for “homestead” designations under State law, to comply with, the Homebuyer
Education Program described on Exhibit III to this Agreement. Such compliance obligation shall terminate as to each Lot if, and when, (i) a final certificate of occupancy for a residential
unit on such Lot is issued by the City, and (ii) there is a sale of a Lot to an individual homebuyer, it being the intent of the undersigned that the Homebuyer Education Program shall
apply only to a commercial builder who is in the business of constructing and/or selling residences to individual home buyers (a “Builder”) but not to subsequent sales of such residence
and Lot by an individual home buyer after the initial sale by a Builder. Notwithstanding the provisions of this Section, upon the Landowner’s request and the City’s consent, in the
City’s sole and absolute discretion, the Declaration of Covenants, Conditions and Restrictions may be included with other written restrictions running with the land on property within
the Major Improvement Area of the District, provided they contain all the material provisions and provide the same material notice to prospective property owners as does the document
attached as Exhibit II. . II. OWNERSHIP AND CONSTRUCTION OF MAJOR IMPROVEMENT AREA PROJECTS A. Ownership and Transfer of Major Improvement Area Projects. Landowner acknowledges that
the Major Improvement Area Projects and the land (or easements, as applicable) needed therefor shall be owned by the City as constructed and/or conveyed to the City and Landowner will
execute such conveyances and/or dedications of public rights of way and easements as may be reasonably required to evidence such ownership, as generally described on the current plats
of the property within the District. B. Grant of Easement and License, Construction of Major Improvement Area Projects. (i) Any subsequent owner of the Landowner’s Parcel shall,
upon the request of the City or Landowner, grant and convey to the City or Landowner and its contractors, materialmen and workmen a temporary license and/or easement, as appropriate,
to construct the Major Improvement Area Projects on the property within the District, to stage on the property within the District construction trailers, building materials and equipment
to be used in connection with such construction of the Major Improvement Area Projects and to provide for passage and use over and across parts of the property within the District as
shall be reasonably necessary during the construction of the Major Improvement Area Projects. Any subsequent owner of the Landowner’s Parcel may require that each contractor constructing
the Major Improvement Area Projects cause such owner of any of the Landowner’s Parcel to be indemnified and/or named as an additional insured under liability insurance reasonably acceptable
to such owner of the Landowner’s Parcel. The right to use and enjoy any easement and license provided above shall continue until the construction of the Major Improvement Area Projects
is complete; provided, however, any such license or easement shall automatically terminate upon the recording of the final plat for the Landowner’s Parcel in the real property records
of Collin County, Texas. (ii) Landowner hereby agrees that any right or condition imposed by the Sherley Tract Subdivision Improvement Agreement between the City, MM Anna 325, LLC,
and BFB ANA 40 Acres, LLC effective as of June 9, 2020, as amended by that First Amended Sherley Tract Subdivision Improvement Agreement effective as of July 14, 2020, and as may be
amended (the “Development Agreement”), or other agreement, with respect to the Major Improvement Area Assessments has been satisfied, and that Landowner shall not have any rights or
remedies against the City under the Development Agreement or under any law or principles of equity concerning the Major Improvement Area Assessments, with respect to the formation of
the District, approval of the Service and Assessment Plan and the City’s levy and collection of the Major Improvement Area Assessments. III. COVENANTS AND WARRANTIES; MISCELLANEOUS
A. Special Covenants and Warranties of Landowner. Landowner represents and warrants to the City as follows: (i) Landowner is duly organized, validly existing and, as applicable, in
good standing under the laws of the state of its organization and has the full right, power and authority to enter into this Agreement, and to perform all the obligations required to
be performed by Landowner hereunder. (ii) This Agreement has been duly and validly executed and delivered by, and on behalf of, Landowner and, assuming the due authorization, execution
and delivery thereof by and on behalf of the City and the Landowner, constitutes a valid, binding and enforceable obligation of such party enforceable in accordance with its terms.
This representation and warranty is qualified to the extent the enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or
other similar laws of general application affecting the rights of creditors in general. (iii) Neither the execution and delivery hereof, nor the taking of any actions contemplated hereby,
will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation
of any obligation under, any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which Landowner is a party, or by which Landowner
or Landowner’s Parcel is otherwise bound. (iv) Landowner is, subject to all matters of record in the Collin County, Texas Real Property Records, the sole owner of the Landowner’s Parcel.
(v) The Landowner’s Parcel owned by Landowner is not subject to, or encumbered by, any covenant, lien, encumbrance or agreement which would prohibit (i) the creation of the District,
(ii) the levy of the Major Improvement Area Assessments and the priority of the lien related to the Major Improvement Area Assessments as described in this Agreement, or (iii) the construction
of the Major Improvement Area Projects on property within the Major Improvement Area of the District which are to be owned by the City, as generally described on the current plats of
the property within the District (or, if subject to any such prohibition, the approval or consent of all necessary parties thereto has been obtained). (vi) Landowner covenants and agrees
to execute any and all documents necessary, appropriate or incidental to the purposes of this Agreement, as long as such documents are consistent with this Agreement and do not create
additional liability of any type to, or reduce the rights of, such Landowner by virtue of execution thereof. B. Waiver of Claims Concerning Major Improvement Area Projects. The Landowner,
with full knowledge of the provisions, and the rights thereof pursuant to such provisions, of applicable law, waives any claims against the City and its successors, assigns and agents,
pertaining to the installation of the Major Improvement Area Projects. C. Notices. Any notice or other communication to be given to the City or Landowner under this Agreement shall
be given by delivering the same in writing to: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe,
Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr
717 North Harwood, Suite 900 Dallas, TX 75201 To the Landowner: MM Anna 325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas
75234 With a copy to: Miklos Cinclair, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any notice sent under this Agreement (except
as otherwise expressly required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially the same time
as such electronic or facsimile transmission, or personally delivered to an officer of the recipient at the address set forth herein. Each recipient may change its address by written
notice in accordance with this Section. Any communication addressed and mailed in accordance with this provision shall be deemed to be given when so mailed, any notice so sent by electronic
or facsimile transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when
receipted for, or actually received by, the addressee. D. Parties in Interest. This Agreement is made solely for the benefit of the City and the Landowner and is not assignable,
except, in the case of Landowner, in connection with the sale or disposition of all or substantially all of the parcels which constitute the Landowner’s Parcel. However, the parties
expressly agree and acknowledge that the City, the Landowner, each current owner of any parcel which constitutes the Landowner’s Parcel, and the holders of or trustee for any bonds
secured by Major Improvement Area Assessment revenues of the City or any part thereof to finance the costs of the Major Improvement Area Projects, are express beneficiaries of this
Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the parties hereto. This Agreement shall be recorded in the real
property records of Collin County, Texas. E. Amendments. This Agreement may be amended only by written instrument executed by the City and the Landowner. No termination or amendment
shall be effective until a written instrument setting forth the terms thereof has been executed by the then-current owners of the property within the District and recorded in the Real
Property Records of Collin County, Texas. F. Effective Date. This Agreement shall become and be effective upon the date of final execution by the latter of the City and the Landowner
(the “Effective Date”) and shall be valid and enforceable on said date and thereafter. G. Estoppels. Within ten (10) days after written request from a party hereto, the other party
shall provide a written certification, indicating whether this Agreement remains in effect as to the Major Improvement Area Assessed Property, and whether any party is then in default
hereunder. H. Termination. This Agreement shall terminate and be of no further force and effect as to the Major Improvement Area Assessed Property upon payment in full of the Major
Improvement Area Assessment(s) against such Major Improvement Area Assessed Property. I. Anti-Boycott Verification. The Landowner hereby verifies that it and its parent company, wholly-
or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during
the term of this Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable
Federal law. As used in the foregoing verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended
to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory,
but does not include an action made for ordinary business purposes. The Landowner understands “affiliate” to mean an entity that controls, is controlled by, or is under common control
with the Landowner and exists to make a profit. J. Iran, Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Landowner represents
that neither the Landowner, nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Landowner is a company identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s
internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-lis
t.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal
law and excludes the Landowner gent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Landowner, if any, that the United States government
has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist organization.
The Landowner understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Landowner and exists to make a profit. [Signature pages
to follow] EXECUTED by the City and Landowner on the Effective Date. Date: ___________________ CITY OF ANNA, TEXAS By: ________________________________ Nate Pike, Mayor
STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the _____ day of July, 2021 by Nate Pike, Mayor of the City of Anna, Texas on behalf
of said City. Notary Public, State of Texas (SEAL) Name printed or typed Commission Expires: [Signature Page Landowner Agreement] LANDOWNER Date:
___________________ MM Anna 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager
By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager
STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _____ day of July, 2021 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager
of MMM Ventures, LLC, as Manager of MM Anna 325, LLC, a Texas limited liability company, on behalf of said company. ___________________________________ Notary Public, State of Texas
[Signature Page Landowner Agreement] LANDOWNER AGREEMENT - EXHIBIT I METES AND BOUNDS DESCRIPTION OF LANDOWNER’S PARCEL DESCRIPTION: BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J.M.
KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTR
ACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING ALL OF THAT LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF
COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY LINE OF SAID MM ANNA 325, LLC TRACT 1 AND BEING IN THE
NORTH LINE OF THAT TRACT OF LAND DESCRIBED IN DEED TO CADG HURRICANE CREEK, LLC TRACT 2 RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 232.26 FEET;
THENCE S 88° 18' 50" W, 793.96 FEET TO THE SOUTH LINE OF SAID MM ANNA 325, LLC TRACT 1 AND BEING IN THE NORTHEAST CORNER SAID CADG HURRICANE CREEK LLC (TRACT 1); THENCE ALONG THE COMMON LINE BET
WEEN SAID MM ANNA 325, LLC TRACT 1 AND SAID CADG HURRICANE CREEK LLC (TRACT 1) THE FOLLOWING BEARINGS AND DISTANCES: S 89° 05' 29" W, 1757.67 FEET; S 88° 18' 31" W, 742.84 FEET;
S 88° 59' 33" W, 427.28 FEET; THENCE DEPARTING SAID CADG HURRICANE CREEK, LLC TRACT 1 ALONG THE COMMON LINE BETWEEN SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO BLUE S
PRUCE L.P. RECORDED IN INSTRUMENT NUMBER 19940826000793830 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES: N 61° 49' 20" E, 205.61 FEET; N 19° 24' 17" E, 181.73 FEET;
N 38° 49' 43" E, 172.63 FEET; N 20° 25' 25" E, 121.13 FEET; N 49° 53' 58" E, 215.37 FEET; N 04° 32' 42" E, 69.40 FEET; THENCE N 30° 41' 24" W, 236.43 FEET DEPARTING SAID BLUE SPRUCE L.P. TRA
CT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO KIMBERLY POWELL RECORDED IN VOLUME 5820 PAGE 2130 OF THE O.P.R.C.C.T.; THENCE CONTINUING A
LONG SAID MM ANNA 325, LLC TRACT 1 AND SAID KIMBERLY POWELL TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 21° 14' 27" W, 129.45 FEET; N 11° 58' 09" W, 106.75 FEET; N 09° 26' 49" W, 132.42 FEET
; N 17° 32' 12" W, 108.70 FEET; THENCE N 03° 35' 21" E, 118.10 FEET DEPARTING SAID KIMBERLY POWELL TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED I
N DEED TO HARRISON AND JANET SMITH RECORDED IN INSTRUMENT NUMBER 19920612000392310 OF THE O.P.R.C.C.T.; THENCE CONTINUING ALONG SAID MM ANNA 325, LLC TRACT 1 AND SAID KIMBERLY POWELL TRACT
THE FOLLOWING BEARINGS AND DISTANCES: N 16° 24' 37" E, 135.67 FEET; N 06° 20' 57" E, 127.72 FEET; N 18° 30' 44" E, 70.24 FEET; N 10° 53' 53" E, 77.78 FEET; N 19° 15' 05" E, 240.38 FEET;
THENCE DEPARTING SAID HARRISON AND JANET SMITH TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO DASARA, LLC RECORDED IN INSTRUMENT NUMBER 20
150123000077570 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES: N 59° 17' 04" E, 231.36 FEET; N 39° 06' 49" E, 113.71 FEET; N 18° 28' 30" E, 79.37 FEET; N 45° 20' 55" E, 130.09 FEE
T; N 24° 01' 10" E, 163.50 FEET; N 29° 16' 45" E, 139.03 FEET; N 07° 19' 23" W, 145.67 FEET; N 22° 22' 47" E, 72.91 FEET; N 66° 09' 44" E, 68.86 FEET; N 49° 46' 52" E, 125.19 FEET;
N 25° 25' 25" E, 105.50 FEET; N 41° 12' 53" E, 204.93 FEET; N 44° 25' 31" E, 122.72 FEET; N 40° 33' 22" E, 129.29 FEET; N 01° 34' 54" E, 105.14 FEET; THENCE N 30° 43' 16" E, 12.80 FEET
DEPARTING SAID DASARA, LLC TRACT ACROSS THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO DONNA PEELER RECORDED IN VOLUME 4972 PAGE 5535 OF THE O.P.R.C.C
.T.; THENCE DEPARTING SAID DONNA PEELER TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO RISLAND MANTUA LLC RECORDED IN INSTRUMENT NUMBER 20
180625000783630 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES: N 88° 46' 52" E, 274.56 FEET; N 89° 03' 01" E, 938.03 FEET; THENCE DEPARTING SAID RISLAND MANTUA LLC TRACT ALONG THE CO
MMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO HURRICANE CREEK ESTATES (UNRECORDED) THE FOLLOWING BEARINGS AND DISTANCES: S 02° 31' 07" E, 46.18 FEET;
S 00° 43' 55" E, 239.62 FEET; S 00° 54' 34" E, 240.98 FEET; S 00° 35' 30" E, 240.11 FEET; S 00° 46' 25" E, 193.73 FEET; S 00° 41' 51" E, 159.37 FEET; S 02° 15' 50" W, 136.17 FEET;
S 00° 41' 12" E, 117.45 FEET; N 43° 06' 55" E, 28.85 FEET; N 36° 57' 57" E, 59.11 FEET; S 81° 37' 00" E, 76.35 FEET; N 64° 47' 48" E, 51.43 FEET; S 23° 02' 34" E, 61.07 FEET;
N 53° 19' 07" E, 45.87 FEET; S 82° 24' 22" E, 25.36 FEET; S 39° 57' 49" E, 56.11 FEET; S 48° 02' 59" E, 22.02 FEET; THENCE DEPARTING SAID HURRICANE CREEK ESTATES TRACT ALONG THE COMMON L
INE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN PLAT TO URBAN CROSSING BLOCK B TRACT RECORDED IN INSTRUMENT NUMBER 2013‐568 OF THE PLAT RECORDS, COLLIN COUNTY, TEXAS
(P.R.C.C.T.) THE FOLLOWING BEARINGS AND DISTANCES: S 02° 04' 20" E, 28.82 FEET; S 00° 05' 05" E, 119.18 FEET; S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 933.16 FEET; N 88° 55' 42" E, 49
1.23 FEET; THENCE S 04° 03' 22" E, 703.80 FEET DEPARTING SAID URBAN CROSSING BLOCK B TRACT ALONG THE COMMON LINE OF SAID MM ANNA 325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO
SHEIKH ALAM TRACT RECORDED IN VOLUME 4335 PAGE 955 OF THE O.P.R.C.C.T. TO A 5/8 INCH IRON ROD STAMPED “PELOTON” FOUND; THENCE DEPARTING SAID SHEIKH ALAM TRACT ALONG THE COMMON LINE OF SAID MM ANNA
325, LLC TRACT 1 AND THAT TRACT OF LAND DESCRIBED IN DEED TO MANTUA 30 PARTNERS, LTD TRACT RECORDED IN INSTRUMENT NUMBER 20201022001847220 OF THE O.P.R.C.C.T. THE FOLLOWING BEARINGS AND DISTANCES
: S 88° 44' 00" W, 60.25 FEET FOR THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 99.55 FEET, THROUGH A CENTRAL ANGLE OF 03° 42' 13", HAVING A RADIU
S OF 1,540.00 FEET, AND A LONG CHORD WHICH BEARS S 13° 52' 00" W, 99.53 FEET; S 15° 43' 07" W, 512.37 FEET FOR THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DIS
TANCE OF 504.39 FEET, THROUGH A CENTRAL ANGLE OF 30° 06' 13", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 00° 40' 00" W, 498.61 FEET; S 14° 23' 07" E, 120.30 FEET TO THE BEGINNI
NG OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 101.47 FEET, THROUGH A CENTRAL ANGLE OF 12° 30' 04", HAVING A RADIUS OF 465.07 FEET, AND A LONG CHORD WHICH BEARS
S 08° 14' 28" E, 101.27 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1,264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 12,621,555 SQUARE FEET OR 289.751 ACRES MORE OR LESS.
SAVE AND EXCEPT TRACT 1 (65.070 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J.M. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, AND THE W. RATTAN
SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICI
AL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAN
D TO MM ANNA 325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.;
THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET; N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO TH
E RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298
.07 FEET; N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RAD
IUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET; THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF S
AID CADG TRACT; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1,309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET
; N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS O
F 1,190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC D
ISTANCE 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1,310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET;
S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC
THE FOLLOWING BEARINGS AND DISTANCES: N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 27.22 FEET, THROUGH A CENTRAL
ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1,310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET
TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVING A RADIUS OF 1,190.00 FEET, AND A LONG CHO
RD WHICH BEARS S 85° 32' 34" W, 147.31 FEET; S 89° 05' 29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO
THE RIGHT, HAVING AN ARC DISTANCE 139.73 FEET, THROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47 FEET;
N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07° 14' 23", HAVING A RADIUS OF 8
00.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02 FEET; N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LE
FT, HAVING AN ARC DISTANCE 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 F
EET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG C
HORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 20.00 FEET, THROUGH A CENTR
AL ANGLE OF 01° 24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 FEET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E, 10.
60 FEET; N 01° 44' 03" E, 20.00 FEET; S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET; N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72 FEET;
N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 50.71 FEET; N 55° 47' 22" E, 49.81 FEET; N 58° 06' 52" E, 4
7.94 FEET; N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A R
ADIUS OF 1,200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO TH
E LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1,150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.8
5 FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A
RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.54 FEET; N 24° 51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00
FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET; S 24° 45' 54" W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05° 31' 37", HAVING A RADIUS OF 1,000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET;
N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83 FEET; S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET;
S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08°
08' 26" W, 37.55 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FE
ET, AND A LONG CHORD WHICH BEARS N 82° 48' 59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 56.36
FEET, THROUGH A CENTRAL ANGLE OF 03° 06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960
.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 100
.60 FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W,
1,264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQUARE FEET OR 65.070 ACRES MORE OR LESS. SAVE AND EXCEPT TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE
J. BOYLE SURVEY, ABSTRACT NUMBER 105, AND THE J. ELLET SURVEY, ABSTRACT NUMBER 296, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDE
D IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS (P.R.C.C.T.) AND BEING IN THE
NORTH LINE OF SAID MM ANNA 325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
S 89° 47' 13" E, 602.59 FEET; N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES: S 01° 10' 22" E, 231.65
FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31° 31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG
CHORD WHICH BEARS S 40° 31' 36" W, 1,010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.43 FEET; N 65° 13' 30" W, 75.00 FEET; N 64° 05' 47" W, 100.
01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 434.10 FEET, THROUGH A
CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, HAVING AN ARC DISTANCE 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85 FEET;
S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, HAVING AN ARC DISTANCE 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1,20
0.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; S 55° 47' 22" W, 49.81 FEET; S 56° 58' 45" W, 50.71 FEET;
S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42" W, 54.72 FEET; S 84° 17' 59" W, 91.31 FEET; S 89° 15' 16" W, 1
60.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET; N 88° 15' 57" W, 109.33 FEET; N 01° 44' 03" E, 130.00 FEET;
N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET; N 89° 19' 48" E, 60.00 FEET; N 89° 19' 48" E, 369.75 FEET TO THE WEST LIN
E OF SAID URBAN CROSSING TRACT; THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR 44.332 ACRES MORE OR LESS. LANDOWNER AGREEMENT
- EXHIBIT II DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as it may be amended from time to time, this “Declaration”)
is made as of July 27, 2021 by MM Anna 325, LLC a Texas limited liability company (the “Landowner”). RECITALS: A. The Landowner holds record title to that portion of the real property
located in Collin County, Texas, which is described in the attached Exhibit I (the “Landowner’s Parcel”) located within the Sherley Tract Public Improvement District No. 2. B. The City
Council of the City of Anna (the “City Council”) upon a petition requesting the establishment of a public improvement district covering the property within the District to be known
as the Sherley Tract Public Improvement District No. 2 (the “District”) by the then record owners taxable real property representing more than fifty percent (50%) of the appraised value
of the real property liable for assessment (as determined by the most recent certified appraisal roll for Collin County) in the area requested to be included in the District and the
record owners of taxable real property that constitute more than fifty percent (50 %) of all of the area of all taxable real property that are liable for assessment within the area
requested to be included in the District, created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended
(the “PID Act”). C. The City Council has adopted an assessment ordinance to levy assessments for certain public improvements (including all exhibits and attachments thereto, the “Assessment
Ordinance”) and the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan included as an exhibit to the Assessment Ordinance (as amended from time to time, the
“Service and Assessment Plan”), and has levied the assessments (the “Assessments”) on property in the Major Improvement Area (as defined in the Service and Assessment Plan) of the District.
D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement
district established under Chapter 372 of the Texas Local Government Code, as amended, to the purchaser, is incorporated into this Declaration. DECLARATIONS: NOW, THEREFORE, the Landowner
hereby declares that the Landowner’s Parcel is and shall be subject to, and hereby imposes on the Landowner’s Parcel, the following covenants, conditions and restrictions: 1. Acceptance
and Approval of Assessments and Lien on Property: (a) Landowner accepts each Assessment levied on the Landowner’s Parcel owned by such Landowner. (b) The Assessment (including any
reassessment, the expense of collection, and reasonable attorney’s fees, if incurred) is (a) a first and prior lien (the “Assessment Lien”) against the property assessed, superior to
all other liens or claims except for liens or claims for state, county, school district or municipality ad valorem property taxes whether now or hereafter payable, and (b) a personal
liability of and charge against the owners of the property to the extent of their ownership regardless of whether the owners are named. The Assessment Lien is effective from the date
of the Assessment Ordinance until the Assessments are paid and may be enforced by the City in the same manner as an ad valorem property tax levied against real property that may be
enforced by the City. The owner of any assessed property may pay, at any time, the entire Assessment levied against any such property. Foreclosure of an ad valorem property tax lien
on property within the Major Improvement Area of the District will not extinguish the Assessment or any unpaid but not yet due Annual Installments (as defined in the Service and Assessment
Plan) of the Assessment, and will not accelerate the due date for any unpaid and not yet due Annual Installments of the Assessment. It is the clear intention of all parties to this
Declaration, that the Assessments, including any Annual Installments of the Assessments (as such Annual Installments may be adjusted, decreased or extended), are covenants that run
with the Landowner’s Parcel and specifically binds the Landowner, its successors and assigns. In the event of delinquency in the payment of any Annual Installment of the Assessment,
the City is empowered to order institution of an action in district court to foreclose the related Assessment Lien, to enforce personal liability against the owner of the real property
for the Assessment, or both. In such action the real property subject to the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such delinquent property
taxes and Assessment, plus penalties, interest and costs of collection. 2. Landowner or any subsequent owner of the Landowner’s Parcel waives: (a) any and all defects, irregularities,
illegalities or deficiencies in the proceedings establishing the District and levying and collecting the Assessments or the annual installments of the Assessments; (b) any and all notices
and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the levy of Assessments by
the City Council concerning the Assessments; (c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance by the City Council;
(d) any and all actions and defenses against the adoption or amendment of the Service and Assessment Plan, the City’s finding of a ‘special benefit’ pursuant to the PID Act and the
Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment Plan or to any of the
previous proceedings connected therewith which occurred prior to, or upon, the City Council’s levy of the Assessments. 3. Amendments: This Declaration may be terminated or amended
only by a document duly executed and acknowledged by the then-current owner(s) of the Landowner’s Parcel and the City. No such termination or amendment shall be effective until a written
instrument setting forth the terms thereof has been executed by the parties by whom approval is required as set forth above and recorded in the Real Property Records of Collin County,
Texas. 4. Third Party Beneficiary: The City is a third-party beneficiary to this Declaration and may enforce the terms hereof. 5. Notice to Subsequent Purchasers: Upon the sale of
a dwelling unit within the District, the purchaser of such property shall be provided a written notice that reads substantially similar to the following: TEXAS PROPERTY CODE SECTION
5.014 NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT ASSESSMENT TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS CONCERNING THE PROPERTY AT [Street Address] As the purchaser of this
parcel of real property, you are obligated to pay an assessment to the City of Anna, Texas, for improvement projects undertaken by a public improvement district under Chapter 372 of
the Texas Local Government Code, as amended. The assessment may be due in periodic installments. The amount of the assessment against your property may be paid in full at any time
together with interest to the date of payment. If you do not pay the assessment in full, it will be due and payable in annual installments (including interest and collection costs).
More information concerning the amount of the assessment and the due dates of that assessment may be obtained from the City of Anna, 101 S. Powell Parkway, Anna, Texas 75409. Your
failure to pay the assessment or the annual installments could result in a lien on and in the foreclosure of your property. Signature of Purchaser(s) ___________________________ Date:
___________________ The seller shall deliver this notice to the purchaser before the effective date of an executory contract binding the purchaser to purchase the property. The notice
may be given separately, as part of the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. If the notice is included as part of the
executory contract or another notice, the title of the notice prescribed by this section, the references to the street address and date in the notice, and the purchaser’s signature
on the notice may be omitted. EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written. MM Anna 325, LLC, a Texas
limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company
Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS § § COUNTY OF DALLAS § This instrument
was acknowledged before me on the _____ day of July, 2021 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager of MMM Ventures, LLC, as Manager of MM Anna 325, LLC, a Texas limited
liability company, on behalf of said company. ___________________________________ Notary Public, State of Texas LANDOWNER AGREEMENT - EXHIBIT III HOMEBUYER EDUCATION PROGRAM
As used in this Exhibit III, the recorded Notice of the Authorization and Establishment of the Sherley Tract Public Improvement District No. 2 and the Declaration of Covenants, Conditions
and Restrictions in Exhibit II of this Agreement are referred to as the “Recorded Notices.” 1. Any Landowner who is a Builder shall attach the Recorded Notices and the final Major
Improvement Area Assessment Roll for such Major Improvement Area Assessed Property (or if the Major Improvement Area Assessment Roll is not available for such Major Improvement Area
Assessed Property, then a schedule showing the maximum 30 year payment for such Major Improvement Area Assessed Property) as an addendum to any residential homebuyer’s contract. 2.
Any Landowner who is a Builder shall provide evidence of compliance with Paragraph 1 above, signed by such residential homebuyer, to the City upon the City’s request. 3. Any Landowner
who is a Builder shall prominently display signage in its model homes, if any, substantially in the form of the Recorded Notices. 4. If prepared and provided by the City, any Landowner
who is a Builder shall distribute informational brochures about the existence and effect of the District in prospective homebuyer sales packets. 5. Any Landowner who is a Builder shall
include Assessments in estimated property taxes, if such Builder estimates monthly ownership costs for prospective homebuyers. E-1 EXHIBIT E CONSTRUCTION, FUNDING AND ACQUISITION
AGREEMENT SHERLEY TRACT PID NO. 2 IA #1 CFA Page 1 SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT This
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT (this “Agreement”), dated as of July 27, 2021 is by and between
the CITY OF ANNA, TEXAS, a home-rule municipality of the State of Texas (the “City”), and MM ANNA 325, LLC, a Texas limited liability company, (the “Developer”). The Developer and
the City are sometimes individually referred to as a “Party” and collectively as the “Parties.” ARTICLE I DEFINITIONS The following terms shall have the meanings ascribed to them
in this Article I for purposes of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the
Indenture (as hereinafter defined). “Act” means the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended. “Actual Costs” means, with respect
to each Major Improvement Area Project, the costs of the Major Improvement Area Project actually paid or incurred for construction and installation of the Major Improvement Area Project.
“Administrator” means, initially, P3Works, LLC, or any other individual or entity designated by the City to administer the District. “Annual Service Plan Update” means the annual
update to the Service and Assessment Plan conducted by the Administrator pursuant to the Service and Assessment Plan. “Authorized Improvements” means the improvements authorized by
Section 372.003 of the Act, including those listed in Section III of the Service and Assessment Plan. An individual Authorized Improvement, including a completed segment or part, shall
be referred to as an Authorized Improvement. “Bond Ordinance” means the ordinance adopted by the City Council on July 27, 2021 authorizing the issuance of the Bonds pursuant to the
Indenture. “Bonds” means the City’s bonds designated “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement
Area Project)”. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 2 “Budgeted Costs” means the anticipated, agreed upon costs of the Major Improvement Area Projects as shown in the Service
and Assessment Plan. “Certification for Payment” means a certificate, substantially in the form of Exhibit B hereto or otherwise agreed to by the Developer, the Administrator and the
City Representative, executed by the Developer and approved by the City Representative, provided each month to the City Representative and the Trustee, specifying the amount of work
performed and the amount charged for that work, including materials and labor costs, presented to the Trustee to request payment from the Major Improvement Area Bond Improvement Account
or the Major Improvement Area Developer Improvement Account of the Project Fund, as applicable, for Actual Costs of Major Improvement Area Projects under the Indenture. “City Inspector”
means an individual employed by or an agent of the City whose job is, in part or in whole, to inspect infrastructure to be owned by the City for compliance with all rules and regulations
applicable to the development and the infrastructure inspected. “City Manager” means the City Manager of the City, or its designee. “City Representative” means that official or agent
of the City authorized by the City Council to undertake the action referenced herein. As of the date hereof, the City Manager, and/or its designees are the authorized City Representatives.
“Closing Disbursement Request” means the certificate, substantially in the form of Exhibit A hereto or otherwise mutually agreed to by the Developer, Administrator and City Representative,
executed by an engineer, construction manager or other person or entity acceptable to the City, as evidenced by the signature of a City Representative (as defined in the Indenture),
specifying the amounts to be disbursed for the costs related to the creation of the District and the costs of issuance of the Bonds. “Construction Contracts” means the contracts
for the construction of a Major Improvement Area Project. “Construction Contract” means any one of the Construction Contracts. “Cost” means the Budgeted Costs or the cost of a Major
Improvement Area Project as reflected in a Construction Contract, if greater than the Budgeted Costs. “Cost of Issuance Account of the Project Fund” means the account of such name in
the Project Fund created under Section 6.1 of the Indenture. “Cost Overrun” means, with respect to each Major Improvement Area Project, the Actual Cost of such Major Improvement Area
Project in excess of the Budgeted Cost. “Development Agreement” means that certain Sherley Tract Subdivision Improvement Agreement executed by and between the City, BFB ANA 40 Acres,
LLC, and the Developer, SHERLEY TRACT PID NO. 2 IA #1 CFA Page 3 effective as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement
executed by and between the City and the Developer, effective July 14, 2020, and as may be amended. “ District” shall mean the Sherley Tract Public Improvement District No. 2 established
by the City of Anna, Texas. “Final Completion” means completion of a Major Improvement Area Project in compliance with existing City standards for dedication under the City’s ordinances
and the Development Agreement. “Force Majeure” means events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not
have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. “Indenture” means that certain Indenture of Trust between the City and
Regions Bank, Houston, Texas, as trustee, dated as of August 1, 2021 relating to the Bonds. “Improvement Area” means specifically defined and designated portions of the District that
are developed in phases, including Major Improvement Area. “Major Improvement Area” means that portion of the District generally described in Section II of the Service and Assessment
Plan and generally shown in Exhibit A-3 to the Service and Assessment Plan and as specifically described in Exhibit L-3 to the Service and Assessment Plan. “Major Improvement Area
Bond Improvement Account” means the account of such name in the Project Fund created under Section 6.1 of the Indenture. “Major Improvement Area Projects” means means the pro rata
portion of the Major Improvements allocable to the Major Improvement Area. “Major Improvements” means the Authorized Improvements that confer special benefit to the entire District,
and as further described in Section III.A and depicted on Exhibit G-2 to the Service and Assessment Plan. “Plans” means the plans, specifications, schedules and related construction
contracts for the Major Improvement Area Projects, respectively, approved pursuant to the applicable standards, ordinances, procedures, policies and directives of the City, the Development
Agreement, and any other applicable governmental entity. “Project Fund” means the fund, including the accounts created and established under such fund, where monies from the proceeds
of the sale of the Bonds and funds received from the Developer, excluding those deposited in other funds in accordance with the Indenture, shall be deposited, and the fund by such name
created under the Indenture. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 4 “Service and Assessment Plan” means Sherley Tract Public Improvement District No. 2 Service and Assessment
Plan adopted on July 27, 2021 by the City Council, prepared pursuant to the Act, as amended and updated from time to time. ARTICLE II RECITALS Section 2.01. The District and the Major
Improvement Area Projects. (a) The City has created the District under the Act for the financing of, among other things, the acquisition, construction and installation of the Major
Improvement Area Projects. (b) The City has authorized the issuance of the Bonds in accordance with the provisions of the Act, the Bond Ordinance and the Indenture, a portion of the
proceeds of which shall be used, in part, to finance all or a portion of the Major Improvement Area Projects in accordance with the terms and limitations of the Development Agreement
and the Service and Assessment Plan. (c) All Major Improvement Area Projects are eligible to be financed with proceeds of the Bonds to the extent specified in the Indenture and the
Service and Assessment Plan. (d) The proceeds from the issuance and sale of the Bonds and funds received from the Developer currently with the closing of the Bonds shall be deposited
in accordance with the Indenture. (e) The Developer will perform or cause to be performed the engineering, construction and development of the Major Improvement Area Projects for acquisition
and acceptance by the City. Section 2.02. Agreements. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the City and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements
set forth herein. ARTICLE III FUNDING Section 3.01. Bonds. (a) The City, in connection with this Agreement, is proceeding with the issuance and delivery of the Bonds. (b) Subject
to the Cost Overrun provisions set forth in the Development Agreement and Section 4.04 of this Agreement, the Bonds will finance all or a portion of the Actual Costs of the Major Improvement
Area Projects as provided for in the Service and Assessment Plan, as may be updated or amended. The payment of costs from the proceeds of the Bonds for such Major SHERLEY TRACT PID NO. 2 IA #1 CFA
Page 5 Improvement Area Projects shall be made from the Major Improvement Area Bond Improvement Account and Major Improvement Area Developer Improvement Account of the Project Fund
established under the Indenture, as applicable. (c) The City’s obligation with respect to the payment of the Major Improvement Area Projects shall be limited to the Budgeted Costs
and shall be payable solely from amounts on deposit for the payment of such costs as provided herein and in the Indenture. The Developer agrees and acknowledges that it is responsible
for all Cost Overruns, Actual Costs and all expenses related to the Major Improvement Area Projects, qualified, however, by the distribution of Cost Underrun (as defined in Section
4.04 hereof) monies, as detailed in Section 4.04. (d) The City shall have no responsibility whatsoever to the Developer with respect to the investment of any funds held in the Project
Fund by the Trustee under the provisions of the Indenture, including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. Any such
loss may diminish the amounts available in the Project Fund to pay the Costs of the Major Improvement Area Projects in the District, including the Developer to the extent it owns any
real property in the District. The obligation of a property owner in the District to pay Assessments is not in any way dependent on the availability of amounts in the Project Fund to
pay for all or any portion of the Costs of the Major Improvement Area Projects. (e) The Developer acknowledges that any lack of availability of amounts in the funds or accounts established
in the Indenture to pay the Costs of the Major Improvement Area Projects shall in no way diminish any obligation of the Developer with respect to the construction of or contributions
for the Major Improvement Area Projects required by this Agreement, the Development Agreement, or any other agreement to which the Developer is a party or any governmental approval
to which the Developer or any land within the District is subject. (f) The Developer acknowledges that some funds may not be immediately available for reimbursement for Actual Costs
of the Major Improvement Area Projects submitted and approved with an approved Certification for Payment. Both parties acknowledge that these remaining amounts will be disbursed, to
the extent of available monies in the Project Fund under the terms of the Indenture, as money is deposited into the Project Fund for the payment of such costs. Both Parties acknowledge
that the availability of funds in the Project Fund does not relieve the Developer from its responsibility to construct or ensure the construction of the Major Improvement Area Projects
in accordance with the Development Agreement, the Service and Assessment Plan, and this Agreement. Section 3.02. Disbursements and Transfers at Bond Closing. (a) The City and the Developer
agree that from the proceeds of the Bonds and upon the presentation of evidence satisfactory to the Administrator, the City will cause the Trustee to pay at closing of the Bonds from
the Costs of Issuance Account of the Project Fund and/or the Major Improvement Area Bond Improvement Account of the Project Fund, an amount not to exceed the amount set forth in the
Indenture to the persons entitled to the payment for costs of SHERLEY TRACT PID NO. 2 IA #1 CFA Page 6 issuance and payment of costs incurred in the establishment, administration,
and operation of the District as of the delivery of the Bonds, as described in the Service and Assessment Plan, as may be updated and amended. Section 3.03 Accounts. In addition to
the Costs of Issuance Account, there shall be two subaccounts, the Major Improvement Area Bond Improvement Account and the Major Improvement Area Developer Improvement Account, in the
Project Fund administered by the Trustee at the direction of the City Representative: (a) The Major Improvement Area Bond Improvement Account of the Project Fund. Certain proceeds
from the issuance and sale of the Bonds attributable to the Major Improvement Area Projects shall be deposited into the Major Improvement Area Bond Improvement Account of the Project
Fund in the amount shown in the Indenture. (b) The Major Improvement Area Developer Improvement Account of the Project Fund. On the Closing Date and pursuant to the terms of the
Indenture the Developer shall make an initial deposit to the Major Improvement Area Developer Improvement Account of the Project Fund in the amount shown in the Indenture. Section 3.04.
Security for the Major Improvement Area Projects. Prior to completion and conveyance to the City of a Major Improvement Area Project, including a segment, section, or portion thereof,
the Developer or the Developer’s contractor shall provide to the City a maintenance bond, which maintenance bond shall be for a term of two years from the date of final acceptance of
the Major Improvement Area Project. Any surety company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that
the City, through the City attorney, shall retain the right to reject any surety company as a surety for any work hereunder regardless of such company’s authorization to do business
in Texas. Approvals by the City shall not be unreasonably withheld or delayed. The Developer shall construct or cause to be constructed the Major Improvement Area Projects in accordance
with the City’s established ordinances, regulations, policies, procedures, specifications, and the Development Agreement. Prior to City accepting any Major Improvement Area Project
and/or approving a final disbursement for a Major Improvement Area Project, the Developer shall provide an “all bills paid/no liens” affidavit, in the form provided by the City and
shall also provide such supporting documentation as required by the City, that affirms that all invoices and bills, other than statutory ten percent (10%) retainage, were paid for the
Major Improvement Area Project. Section 3.05 Disbursements, Generally. All disbursements from the Project Fund shall be made in accordance with the provisions of the Development Agreement,
the Service and Assessment Plan, this Agreement, and the Indenture. ARTICLE IV DEDICATION OF LAND AND CONSTRUCTION OF MAJOR IMPROVEMENT AREA PROJECTS SHERLEY TRACT PID NO. 2 IA #1 CFA Page 7
Section 4.01. Duty of Developer to Construct. (a) All Major Improvement Area Projects shall be constructed by or at the direction of the Developer in accordance with the Plans and
in accordance with this Agreement and the Development Agreement. The Developer shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted,
all operations with respect to the construction of Major Improvement Area Projects in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care
normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices
appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate
all work related to the design, engineering, acquisition, construction and installation of all Major Improvement Area Projects, to be acquired and accepted by the City from the Developer
as provided in this Agreement and the Development Agreement. (b) The Developer shall not be relieved of its obligation to construct or cause to be constructed each Major Improvement
Area Project and, upon completion, inspection, and acceptance, convey each such Major Improvement Area Project to the City in accordance with the terms hereof, even if there are insufficient
funds in the Project Fund to pay the Actual Costs thereof. In any event, this Agreement shall not affect any obligation of the Developer under any other agreement to which the Developer
is a party or any governmental approval to which the Developer or any land within the District is subject, with respect to the Major Improvement Area Projects required in connection
with the development of the land within the District. Section 4.02. No Competitive Bidding. The Major Improvement Area Projects shall not require competitive bidding pursuant to Sections
252.022(a)(9) and 252.022(a)(11) of the Texas Local Government Code, as amended, based upon current cost estimates. Section 4.03. Independent Contractor. In performing this Agreement,
the Developer is an independent contractor and not the agent or employee of the City with respect to the Major Improvement Area Projects. Section 4.04. Remaining Funds After Completion
of a Major Improvement Area Project. Upon the Final Completion of a Major Improvement Area Project (or its completed segment or phase thereof) and payment of all outstanding invoices
for such Major Improvement Area Project (or its completed segment or phase thereof), if the Actual Cost of such Major Improvement Area Project is less than the Budgeted Cost (a “Cost
Underrun”), any remaining Budgeted Cost may be made available to pay Cost Overruns on any other Major Improvement Area Project (or its completed segment or phase thereof) with the approval
of the City Manager and provided that all Major Improvement Area Projects as set forth in the Service and Assessment Plan are undertaken at least in part. The elimination of a category
of Major Improvement Area Projects in the Service SHERLEY TRACT PID NO. 2 IA #1 CFA Page 8 and Assessment Plan will require an amendment to the Service and Assessment Plan. Prior
to completion of all of the Major Improvement Area Projects within an improvement category, as listed in the Service and Assessment Plan and the applicable PID phase, ten percent (10%)
of funds available from an improvement category may be used as Cost Underruns and applied to another improvement category. If, upon completion of the Major Improvement Area Projects
in any improvement category, there are funds remaining in any improvement categories, those funds can then be used to reimburse the Developer for any qualifying costs of the Major Improvement
Area Projects that have not been previously paid. Section 4.05. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental
agreements (herein referred to as “Change Orders”) required for the construction of the Major Improvement Area Projects. Developer or its contractors may approve and implement any
Change Orders, even if such Change Order would increase the Cost of a Major Improvement Area Project, but the Developer shall be solely responsible for payment of any Cost Overruns
resulting from such Change Orders except to the extent amounts are available pursuant to Section 4.04. If any Change Order is for work that requires changes to be made by an engineer
to the construction and design documents and plans previously approved under Section 4.01, then such revisions made by an engineer must be submitted to the City for approval by the
City’s engineer prior to execution of the Change Order. ARTICLE V ACQUISITION, CONSTRUCTION, AND PAYMENT Section 5.01. Closing Disbursement Request. In order to receive the disbursement
from the Project Fund at closing of the Bonds described in Section 3.02, the Developer shall cause to be delivered to the Trustee at Closing a Closing Disbursement Request, substantially
in the form of Exhibit A hereto or otherwise acceptable and agreed to by the Developer, Administrator, and the City Representative for the disbursements described in Section 3.02.
Section 5.02. Certification for Payment for a Major Improvement Area Project. (a) No payment hereunder shall be made from the Project Fund to the Developer for work on a Major Improvement
Area Project until a monthly Certification for Payment is received from the Developer for work with respect to a Major Improvement Area Project (or its completed segment or phase thereof).
Upon receipt of a Certification for Payment substantially in the form of Exhibit B hereto (and all accompanying documentation executed by the City) from the Developer, the City Inspector
shall conduct a review in order to confirm that such request is complete, that the work with respect to such Major Improvement Area Project identified therein for which payment is requested
was completed in accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the terms of this Agreement, the Development Agreement,
and to verify and approve the Actual Cost of such work specified in such Certification for Payment (collectively, the “Developer Compliance Requirements”), and SHERLEY TRACT PID NO. 2 IA #1 CFA Pag
e 9 shall promptly forward the request to the City Representative. The approval of the Certification for Payment by the City Inspector shall constitute a representation by the City
Inspector to the City and the Trustee that the Developer Compliance Requirements have been satisfied with respect to the Major Improvement Area Projects identified therein; provided,
however, that the approval of the Certification for Payment shall not have the effect of estopping or preventing the City from asserting claims under this Agreement, the Indenture,
the Service and Assessment Plan, or any other agreement between the parties or that there is a defect in a Major Improvement Area Project (as defined in the Indenture). The City Inspector
shall also conduct such review as is required in his discretion to confirm the matters certified in the Certification for Payment. The Developer agrees to cooperate with the City Inspector
in conducting each such review and to provide the City Inspector with such additional information and documentation as is reasonably necessary for the City Inspector to conclude each
such review. (b) Within ten (10) business days of receipt of any Certification for Payment, the City Inspector shall either (i) approve and execute the Certification for Payment and
forward the same to the City Representative for approval and delivery to the Trustee for payment to the Developer in accordance with Section 5.03(a) hereof or (ii) in the event the
City Inspector disapproves the Certification for Payment, give written notification to the Developer of the City Inspector’s disapproval, in whole or in part, of such Certification
for Payment, specifying the reasons for such disapproval and the additional requirements to be satisfied for approval of such Certification for Payment. If a Certification for Payment
seeking reimbursement is approved only in part, the City Inspector shall specify the extent to which the Certification for Payment is approved and shall deliver such partially approved
Certification for Payment to the City Representative for approval in accordance with Section 5.03 hereof and delivery to the Trustee for payment to the Developer in accordance with
Section 5.02(d) hereof, and any such partial work shall be processed for payment under Section 5.03 notwithstanding such partial denial. (c) If the City Inspector fails to act with
respect to a Certification for Payment within the time period therein provided, the Developer shall submit the Certification for Payment directly to the City Representative for approval.
Within five (5) business days of receipt of any Certification for Payment, the City Representative shall approve or deny the Certification for Payment and provide notice to the Administrator
and the Developer. Upon approval of a Certification for Payment, the approval shall be forwarded to the Trustee for payment, and delivery to the Developer in accordance with Section
5.03 hereof. The approval of the Certification for Payment by the City Representative shall constitute a representation by the City Representative to the Trustee of the Developer’s
compliance therein. Pursuant to the terms of Section 5.03 and the Indenture, the Trustee shall make a payment to the Developer, or pursuant to the Developer’s directions, of an approved
Certification for Payment. (d) If the City requires additional documentation, timely disapproves or questions the correctness or authenticity of the Certification for Payment, the
City shall deliver a detailed notice SHERLEY TRACT PID NO. 2 IA #1 CFA Page 10 to the Developer within ten (10) business days of receipt thereof, then payment with respect to disputed
portion(s) of the Certification for Payment shall not be made until the Developer and the City have jointly settled such dispute or additional information has been provided to the City’s
reasonable satisfaction. The denial may be appealed to the City Council by the Developer in writing within thirty (30) days of being denied by the City Representative. Denial of the
Certification for Payment by the City Council shall be attempted to be resolved by half-day mediation between the Parties in the event an agreement is not otherwise reached by the Parties,
with the mediator’s fee being paid by Developer. The portion of the Certification for Payment in dispute shall not be forwarded to the Trustee for payment until the dispute is resolved
by the City and the Developer. (e) The Developer shall deliver the approved or partially approved Certification for Payment to the Trustee for payment and the Trustee shall make such
payment from the Project Fund in accordance with Section 5.03 below. Section 5.03. Payment for a Major Improvement Area Project. (a) Upon receipt of a reviewed and approved Certification
for Payment, the Trustee shall make payment for the Actual Costs of Major Improvement Area Projects from the Major Improvement Area Bond Improvement Account and the Major Improvement
Area Developer Improvement Account of the Project Fund in the manner described in Section 5.03(b) below. Such payments shall be as further designated in the Certification for Payment
pursuant to the terms of the Certification for Payment and the Indenture in an amount not to exceed the Budgeted Cost for the particular Major Improvement Area Project (or its completed
segment), unless a Cost Overrun amount has been approved for a particular Major Improvement Area Project. If a Cost Overrun amount has been approved, then the amount reimbursed shall
not exceed the Budgeted Amount plus the approved Cost Overrun amount. (b) The Trustee shall pay Actual Costs of the Major Improvement Area Projects, first, from funds in the Major
Improvement Area Bond Improvement Account until such Account is depleted, and thereafter from funds on deposit in the Major Improvement Area Developer Improvement Account. In the event
of any conflict between this provision and Section 6.5 of the Indenture, Section 6.5 of the Indenture shall control. (c) Approved Certifications for Payment that await reimbursement
shall not accrue interest. (d) Notwithstanding any other provisions of this Agreement, when payment is made, the Trustee shall make payment directly to the person or entity specified
by the Developer in an approved Certification for Payment, including: (1) a general contractor or supplier of materials or services or jointly to the Developer (or any permitted assignee
of the Developer) and the general contractor or supplier of materials or services, as indicated in an approved Certification for Payment; (2) to the Developer or any assignee of the
Developer if an unconditional lien release SHERLEY TRACT PID NO. 2 IA #1 CFA Page 11 related to the items referenced in the Certification for Payment is attached to such Certification
for Payment; and (3) to the Developer, or to the third party contractor directly, at Developer’s request as specified in the Certification for Payment, in the event the Developer provides
a general contractor’s or suppliers of materials unconditional lien release for a portion of the work covered by a Developer or any assignee of the Developer to the extent of such lien
release. Neither the Trustee, nor the City, City Council, City Manager, or City Representative shall have any liability for relying on the accuracy of the payee information in any
Certification for Payment as presented by the Developer or its assignees. (e) Withholding Payments. Nothing in this Agreement shall be deemed to prohibit the Developer or the City from
contesting in good faith the validity or amount of any mechanic’s or materialman’s lien and/or judgment nor limit the remedies available to the Developer or the City with respect thereto,
including the withholding of any payment that may be associated with the exercise of such remedy, so long as such delay in performance shall not subject the Major Improvement Area Project
to foreclosure, forfeiture, or sale. ARTICLE VI OWNERSHIP AND TRANSFER OF MAJOR IMPROVEMENT AREA PROJECTS Section 6.01. Major Improvement Area Projects to be Owned by the City–
Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to a Major Improvement Area Project to be acquired and accepted by the City
from the Developer and not previously dedicated or otherwise conveyed to the City, for review and approval at least thirty (30) calendar days prior to the transfer of title of a Major
Improvement Area Project to the City. The City shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment of the City, could materially
affect the City’s clean title or use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary
title report, the City shall not be obligated to accept title to the Major Improvement Area Project until the Developer has cured such objections to title to the satisfaction of the
City. Section 6.02. Major Improvement Area Project Constructed on City Land or Developer Land. If a Major Improvement Area Project is on land owned by the City, the City hereby grants
to the Developer, where applicable, a temporary easement to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Major
Improvement Area Project. The provisions for inspection and acceptance of such Major Improvement Area Project otherwise provided herein shall apply. If the Major Improvement Area
Project is on land owned by the Developer, the Developer hereby grants to the City an easement to enter upon such land for purposes related to inspection and maintenance (pending acquisition
SHERLEY TRACT PID NO. 2 IA #1 CFA Page 12 and acceptance) of the Major Improvement Area Project. The provisions for inspection and acceptance of such Major Improvement Area Project
otherwise provided herein and in the Development Agreement shall apply. ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 7.01. Representations, Covenants and Warranties
of the Developer. The Developer represents and warrants for the benefit of the City as follows: (a) Organization. The Developer is a limited liability company duly formed, organized
and validly existing under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and
to fulfill its obligations in this Agreement and to carry on its business in the State of Texas as now being conducted as hereby contemplated. (b) Developer Authority; Representations.
The Developer has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement
has been duly and validly executed and delivered by the Developer. The Developer has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations
under this Agreement. The person executing this Agreement on behalf of the Developer has been duly authorized to do so. This Agreement is binding upon the Developer in accordance
with its terms. The execution of this Agreement and the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of default by the Developer
under any other agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. (c) Binding Obligation. This Agreement is a legal, valid and binding
obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. (d) Compliance with Law. The Developer
shall not commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the District or the Major Improvement Area Projects in violation of any law, ordinance,
rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District or the Major Improvement Area
Projects. (e) Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Project Fund for the acquisition, construction or installation
of any improvements that are not part of the Major Improvement Area Projects, and (ii) it will diligently follow all procedures set forth in this Agreement with respect to the Certification
for Payments. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 13 (f) Financial Records. For a period of two years after completion of the Major Improvement Area Projects, the Developer
covenants to maintain proper books of record and account for the construction of the Major Improvement Area Projects and all Costs related thereto. Such accounting books shall be maintained
in accordance with generally accepted accounting principles and shall be available for inspection by the City or its agents at any reasonable time during regular business hours on reasonable
notice. (g) Plans. The Developer represents that it has obtained or will obtain approval of the Plans from all appropriate departments of the City and from any other public entity
or public utility from which such approval must be obtained. The Developer further agrees that, subject to the terms hereof, the Major Improvement Area Projects have been or will be
constructed in full compliance with such Plans and any change orders thereto consistent with the Act, this Agreement and the Development Agreement. Developer shall provide as-built
plans for all Major Improvement Area Projects to the City. (h) Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information
by the initial purchaser of the Bonds, the City Inspector and the City Representative related to the status of construction of Major Improvement Area Projects within the District, the
anticipated completion dates for future improvements and any other matter that the initial purchaser of the Bonds or City Representative deems material to the investment quality of
the Bonds. (i) Continuing Disclosure Agreement. The Developer agrees to provide the information required pursuant to the Continuing Disclosure Agreement executed by the Developer,
the Administrator, and Regions Bank, as Dissemination Agent, dated as August 1, 2021 in connection with the Bonds. (j) Tax Certificate. The City will deliver a certificate relating
to the Bonds (such certificate, as it may be amended and supplemented from time to time, being referred to herein as the “Tax Certificate”) containing covenants and agreements designed
to satisfy the requirements of 26 U.S. Code Sections 103 and 141 through 150, inclusive, and the federal income tax regulations issued thereunder relating to the use of the proceeds
of the Bonds or of any monies, securities or other obligations on deposit to the credit of any of the funds and accounts created by the Indenture or this Agreement or otherwise that
may be deemed to be proceeds of the Bonds within the meaning of 26 U.S. Code Section 148 (collectively, “Bond Proceeds”). The Developer covenants to provide, or cause to be provided,
such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The Developer further covenants that (i) such facts and
estimates will be based on its reasonable expectations on the date of issuance of the Bonds and will be, to the best of the knowledge of the officers of the Developer providing such
facts and estimates, true, correct and complete as of that date, and (ii) the Developer will make reasonable inquires to ensure such truth, correctness and SHERLEY TRACT PID NO. 2 IA #1 CFA Page 14
completeness. The Developer covenants that it will not make, or (to the extent that it exercises control or direction) permit to be made, any use or investment of the Bond Proceeds
(including, but not limited to, the use of the Major Improvement Area Projects) that would cause any of the covenants or agreements of the City contained in the Tax Certificate to be
violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable on the Bonds for federal income tax purposes. (k) City Authority; Representations;
The City represents and warrants to the Developer that (1) the City has the authority to enter into and perform its obligations under this Agreement; (2) the person executing this
Agreement on behalf of the City has been duly authorized to do so; (3) this Agreement is binding upon the City in accordance with its terms; and (4) the execution of this Agreement
and the performance by the City of its obligations under this Agreement do not constitute a breach or event of default by the City under any other agreement, instrument, or order to
which the City is a party or by which the City is bound. Section 7.02. Indemnification and Hold Harmless. (a) THE DEVELOPER SHALL ASSUME THE DEFENSE OF, AND INDEMNIFY AND HOLD HARMLESS
THE CITY INSPECTOR, THE CITY, EMPLOYEES, OFFICIALS, OFFICERS, REPRESENTATIVES AND AGENTS OF THE CITY, AND EACH OF THEM (EACH AN “INDEMNIFIED PARTY”), FROM AND AGAINST ALL ACTIONS, DAMAGES,
CLAIMS, LOSES OR EXPENSE OF EVERY TYPE AND DESCRIPTION TO WHICH THEY MAY BE SUBJECTED OR PUT: (I) BY REASON OF, OR RESULTING FROM THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE
DEVELOPER, (II) THE NEGLIGENT DESIGN, ENGINEERING AND/OR CONSTRUCTION BY THE DEVELOPER OR ANY ARCHITECT, ENGINEER OR CONTRACTOR HIRED BY THE DEVELOPER OF ANY OF THE MAJOR IMPROVEMENT
AREA PROJECTS OR OTHER AUTHORIZED IMPROVEMENTS CONSTRUCTED BY THE DEVELOPER HEREUNDER, (III) THE DEVELOPER’S NONPAYMENT UNDER CONTRACTS BETWEEN THE DEVELOPER AND ITS CONSULTANTS, ENGINEERS,
ADVISORS, CONTRACTORS, SUBCONTRACTORS AND SUPPLIERS IN THE PROVISION OF THE MAJOR IMPROVEMENT AREA PROJECTS OR OTHER AUTHORIZED IMPROVEMENTS CONSTRUCTED BY DEVELOPER, OR (IV) ANY CLAIMS
OF PERSONS EMPLOYED BY THE DEVELOPER OR ITS AGENTS TO CONSTRUCT SUCH PROJECTS, OR (V) ANY CLAIMS AND SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DEVELOPER’S RESPECTIVE PARTNERS,
OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES AND/OR TRUSTEES, REGARDING OR RELATED TO THE MAJOR IMPROVEMENT AREA PROJECTS OR
ANY AGREEMENT OR RESPONSIBILITY REGARDING THE MAJOR IMPROVEMENT AREA PROJECTS , INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE OUT OF THE SOLE OR PARTIAL NEGLIGENCE OF AN
INDEMNIFIED PARTY. NOTWITHSTANDING THE FOREGOING, NO SHERLEY TRACT PID NO. 2 IA #1 CFA Page 15 INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE
DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE DIRECTLY ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ANY INDEMNIFIED PARTY. THE CITY DOES NOT WAIVE ITS DEFENSES
AND IMMUNITIES, WHETHER GOVERNMENTAL, SOVEREIGN, OFFICIAL, OR OTHERWISE, AND NOTHING IN THIS AGREEMENT IS INTENDED TO OR SHALL CONFER ANY RIGHT OR INTEREST IN ANY PERSON NOT A PARTY
HERETO. (b) IN ITS REASONABLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER IN FULFILLING ITS OBLIGATIONS
HEREUNDER TO DEFEND AND INDEMNIFY THE INDEMNIFIED PARTIES, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. THE INDEMNIFIED PARTIES RESERVE THE RIGHT TO PROVIDE A PORTION
OR ALL OF THEIR/ITS OWN DEFENSE, AT THEIR/ITS SOLE COST; HOWEVER, INDEMNIFIED PARTIES ARE UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY AN INDEMNIFIED PARTY IS NOT TO BE
CONSTRUED AS A WAIVER OF DEVELOPER’S OBLIGATION TO DEFEND INDEMNIFIED PARTIES OR AS A WAIVER OF DEVELOPER’S OBLIGATION TO INDEMNIFY INDEMNIFIED PARTIES, PURSUANT TO THIS AGREEMENT.
DEVELOPER SHALL RETAIN CITY-APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF WRITTEN NOTICE FROM AN INDEMNIFIED PARTY THAT IT IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER
THIS AGREEMENT. IF DEVELOPER FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, INDEMNIFIED PARTIES SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND
DEVELOPER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL REASONABLE COSTS INCURRED BY INDEMNIFIED PARTIES. (c) THIS SECTION 7.02 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT. (d) THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND THE EXPRESS NEGLIGENCE
TEST, AND IS VALID AND ENFORCEABLE AGAINST THE DEVELOPER. Section 7.03. Use of Monies by City; Changes to Indenture. The City agrees not to take any action or direct the Trustee to
take any action to expend, disburse or encumber the monies held in the Project Fund and any monies to be transferred thereto for any purpose other than the purposes permitted by the
Indenture. Prior to the acceptance of all the Major Improvement Area Projects, the City agrees not to modify or supplement the Indenture without the approval of the Developer if as
a result or as a consequence of such modification or supplement: (a) the amount of monies that would otherwise have been available under the Indenture for disbursement for the Costs
of the Major Improvement Area Projects is reduced, delayed or deferred, (b) the obligations SHERLEY TRACT PID NO. 2 IA #1 CFA Page 16 or liabilities of the Developer are or may
be substantially increased or otherwise adversely affected in any manner, or (c) the rights of the Developer are or may be modified, limited, restricted or otherwise substantially adversely
affected in any manner. Section 7.04. No Reduction of Assessments. The Developer agrees not to take any action or actions to reduce the total amount of such Assessments to be levied
within the Major Improvement Area as of the effective date of this Agreement. ARTICLE VIII TERMINATION Section 8.01. Mutual Consent. This Agreement may be terminated by the mutual,
written consent of the City and the Developer, in which event the City may either execute contracts for or perform any remaining work related to the Major Improvement Area Projects
not accepted by the City or other appropriate entity and use all or any portion of funds on deposit in the Project Fund or other amounts transferred to the Project Fund under the terms
of the Indenture to pay for same, and the Developer shall have no claim or right to any further payments for the Costs of a Major Improvement Area Project hereunder for any remaining
work, except as otherwise may be provided in such written consent. Section 8.02. City’s Election for Cause. (a) The City, upon notice to Developer and the passage of the cure period
identified in subsection (b) below, may terminate this Agreement, without the consent of the Developer if the Developer shall breach any material covenant or default in the performance
of any material obligation hereunder. (b) If any such event described in Section 8.02(a) occurs, the City shall give written notice of its knowledge of such event to the Developer,
and the Developer agrees to promptly meet and confer with the City Inspector and other appropriate City staff and consultants as to options available to assure timely completion, subject
to the terms of this Agreement, of the Major Improvement Area Projects. Such options may include, but not be limited to, the termination of this Agreement by the City. If the City
elects to terminate this Agreement, the City shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the City to receive
such notice) of the grounds for such termination and allow the Developer a minimum of forty-five (45) days to eliminate or to mitigate to the satisfaction of the City the grounds for
such termination. Such period may be extended, at the sole discretion of the City, if the Developer, to the reasonable satisfaction of the City, is proceeding with diligence to eliminate
or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined reasonably by the City, the Developer has not eliminated or completely
mitigated such grounds to the satisfaction of the City, the City may then terminate this Agreement. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 17 In the event of the termination of
this Agreement, the Developer is entitled to payment for work accepted by the City related to a Major Improvement Area Project only as provided for under the terms of the Indenture
and this Agreement prior to the termination date of this Agreement. Notwithstanding the foregoing, so long as the Developer has breached any material covenant or defaulted in the performance
of any material obligation hereunder, notice of which has been given by the City to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the City
may in its discretion cause the Trustee to cease making payments for the Actual Costs of Major Improvement Area Projects, provided that the Developer shall receive payment of the Actual
Costs of any Major Improvement Area Projects that were accepted by the City at the time of the occurrence of such breach or default by the Developer upon submission of the documents
and compliance with the other applicable requirements of this Agreement, the Indenture, and of the Development Agreement. (c) If this Agreement is terminated by the City for cause,
the City may either execute contracts for or perform any remaining work related to the Major Improvement Area Projects not accepted by the City and use all or any portion of the funds
on deposit in the Project Fund or other amounts transferred to the Project Fund and the Developer shall have no claim or right to any further payments for the Major Improvement Area
Projects hereunder, except as otherwise may be provided upon the mutual written consent of the City and the Developer or as provided for in the Indenture. The City shall have no obligation
to perform any work related to a Major Improvement Area Project or to incur any expense or cost in excess of the remaining balance of the Project Fund. Section 8.03. Termination Upon
Redemption or Defeasance of Bonds. This Agreement will terminate automatically and with no further action by the City or the Developer upon the redemption or defeasance of all outstanding
Bonds issued under the Indenture. Section 8.04. Construction of the Major Improvement Area Projects Upon Termination of this Agreement. Notwithstanding anything to the contrary contained
herein, upon the termination of this Agreement pursuant to this Article VIII, the Developer shall perform its obligations with respect to the Major Improvement Area Projects in accordance
with this Agreement and the Development Agreement. Section 8.05. Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective
obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to Force Majeure, to perform its obligations under
this Agreement, then the obligations affected by the Force Majeure shall be temporarily suspended. Within fifteen (15) business days after the occurrence of a Force Majeure, the Party
claiming the right to temporarily suspend its performance, shall give notice to all the Parties, including a detailed explanation of the Force Majeure and a description of the action
that will be taken to remedy the Force Majeure and resume full performance at the earliest possible time. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 18 ARTICLE IX MISCELLANEOUS Section
9.01. Limited Liability of City. The Developer agrees that any and all obligations of the City arising out of or related to this Agreement are special obligations of the City, and
the City’s obligations to make any payments hereunder are restricted entirely to the moneys, if any, in the Project Fund and from no other source. Neither the City, the City Inspector,
City Representative nor any other City employee, officer, official or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by
reason of their actions hereunder or execution hereof. Section 9.02. Audit. The City Inspector, City Representative or a finance officer of the City shall have the right, during normal
business hours and upon the giving of three business days’ prior written notice to a Developer, to review all books and records of the Developer pertaining to costs and expenses incurred
by the Developer with respect to any of the Major Improvement Area Projects and any bids taken or received for the construction thereof or materials therefor. Section 9.03. Notices.
Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or transmitted
by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within 24 hours after such transmission)
or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas
Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300
Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, TX 75201 To the Landowner: MM Anna
325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 SHERLEY TRACT PID NO. 2 IA #1 CFA Page 19 With a copy to: Miklos Cinclair,
PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any party may change its address or addresses for delivery of notice by delivering
written notice of such change of address to the other party. The City shall advise the Developer of the name and address of any City Inspector who is to receive any notice or other
communication pursuant to this Agreement. Section 9.04. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the
remainder of this Agreement shall be given effect to the fullest extent possible. Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto. Any receivables due under this Agreement may be assigned by the Developer without the consent of, but upon written notice to the
City pursuant to Section 9.03 of this Agreement. The obligations, requirements, or covenants of this Agreement shall be able to be assigned to an affiliate or related entity of the
Developer, or any lien holder on the Property, without prior written consent of the City. The obligations, requirements, or covenants of this Agreement shall not be assigned by the
Developer to a nonaffiliate or non-related entity of the Developer without prior written consent of the City Manager, except pursuant to a collateral assignment to any person or entity
providing construction financing to the Developer for the Developer for a Major Improvement Area Project, provided such person or entity expressly agrees to assume all obligations of
the Developer hereunder if there is a default under such financing and such Person elects to complete the Major Improvement Area Project. No such assignment shall be made by the Developer
or any successor or assignee of the Developer that results in the City being an “obligated person” within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission
without the express written consent of the City. In connection with any consent of the City, the City may condition its consent upon the acceptability of the financial condition of
the proposed assignee, upon the assignee’s express assumption of all obligations of the Developer hereunder and/or upon any other reasonable factor which the City deems relevant in
the circumstances. In any event, any such assignment shall be in writing, shall clearly identify the scope of the rights and/or obligations assigned. The City may assign by a separate
writing certain rights as described in this Agreement and in the Indenture, to the Trustee and the Developer hereby consents to such assignment. Section 9.06. Other Agreements. The
obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the District. Nothing herein shall be construed as affecting the City’s or
the Developer’s rights or duties to perform their respective obligations under other agreements, use regulations, ordinances or subdivision requirements relating to the development
of the lands in the District, including the applicable Construction Contracts and the Development Agreement. To the extent there is a conflict between this Agreement and the Indenture,
the Indenture shall control. To the extent there is a conflict between this Agreement and the Development Agreement, this Agreement shall control. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 20
Section 9.07. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise
its rights upon the default of any other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by such other party with the terms of this
Agreement thereafter. Section 9.08. Merger. No other agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered
hereby that is not in writing and signed by all the parties to this Agreement shall be binding. Section 9.09. Parties in Interest. Nothing in this Agreement, expressed or implied,
is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developer any rights, remedies or claims under or by reason of this
Agreement or any covenants, conditions or stipulations hereof, and all covenants, conditions, promises and agreements in this Agreement contained by or on behalf of the City or the
Developer shall be for the sole and exclusive benefit of the City and the Developer. Section 9.10. Amendment. Except as otherwise provided in Section 9.05, upon agreement by the parties,
this Agreement may be amended, from time to time in a manner consistent with the Act, the Indenture, and the Bond Ordinance by written supplement hereto and executed in counterparts,
each of which shall be deemed an original. Section 9.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 9.12. Effective
Date. This Agreement has been dated as of the date first above written solely for the purpose of convenience of reference and shall become effective upon its execution and delivery,
on the Closing Date of the Bonds, by the parties hereto. All representations and warranties set forth therein shall be deemed to have been made on the Closing Date of the Bonds. Section
9.13 No Waiver of Powers or Immunity. The City does not waive or surrender any of its governmental powers, immunities, or rights except as necessary to allow Developer to enforce its
remedies under this Agreement. Section 9.14 Anti-Boycott Verification. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing
verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing
verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm
on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action
made for ordinary business purposes. The Developer understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Developer and exists
to make a profit. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 21 Section 9.15 Iran, Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government
Code, the Developer represents that neither the Developer, nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Developer is a company identified
on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following
pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov
/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene
applicable state or federal law and excludes the Developer gent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Developer, if any, that
the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating
to a foreign terrorist organization. The Developer understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Developer and exists
to make a profit. [Execution pages follow.] S-1 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of July 27, 2021. ATTEST: CITY OF ANNA, TEXAS
By: Name: Carrie L. Land Name: Nate Pike Title: City Secretary Title: Mayor Date: (City Seal) S-2 DEVELOPER: MM Anna 325, LLC,
a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability
company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager Exhibit A FORM OF CLOSING DISBURSEMENT REQUEST
The undersigned is an agent for MM Anna 325, LLC, (the “Developer”) and requests payment from: [the Costs of Issuance Account of the Project Fund][the Major Improvement Area Bond
Improvement Account of the Project Fund] from Regions Bank, Houston, Texas, (the “Trustee”) in the amount of _________________DOLLARS ($__________) for costs incurred in the establishment,
administration, and operation of the Sherley Tract Public Improvement District No. 2 (the “District”), as follows: Closing Costs Description Cost PID Allocated Cost TOTAL Unless
otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Sherley Tract Public Improvement District No. 2 Major Improvement Area Construction,
Funding, and Acquisition Agreement between the Developer and the City, dated as of July 27, 2021 (the “CFA Agreement”). In connection to the above referenced payments, the Developer
represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf
of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the above referenced establishment, administration, and operation of the District
at the time of the delivery of the Bonds has not been the subject of any prior payment request submitted to the City. 3. The amount listed for the below itemized costs is a true and
accurate representation of the Actual Costs incurred by Developer with the establishment of the District at the time of the delivery of the Bonds, and such costs are in compliance with
and within the costs as set forth in the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the CFA Agreement, the Indenture, and the Service
and Assessment Plan. 5. All conditions set forth in the Indenture for the payment hereby requested have been satisfied. 6. The Developer agrees to cooperate with the City in conducting
its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested
hereunder shall be made as directed below: a. X amount to Person or Account Y for Z goods or services. b. Payment Instructions I hereby declare that the above representations and warranties
are true and correct. DEVELOPER: MM Anna 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager
By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its:
Manager APPROVAL OF REQUEST The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement
Request to be in order. After reviewing the Closing Disbursement Request, the City approves the Closing Disbursement Request and authorizes and directs payment of such amounts by Trustee
from the accounts listed below to the Developer or other person designated by the Developer. The City’s approval of the Closing Disbursement Request shall not have the effect of estopping
or preventing the City from asserting claims under the CFA Agreement, the Indenture, the Service and Assessment Plan, any other agreement between the parties or that there is a defect
in a Major Improvement Area Project (as defined in the Indenture). Closing Costs Amount to be Paid by Trustee from Costs of Issuance Account Amount to be paid by Trustee from Major
Improvement Area Bond Improvement Account $____________ $____________ $____________ CITY OF ANNA, TEXAS By: Name: ______ Title: ___ Date: _____________________
Exhibit B CERTIFICATION FOR PAYMENT FORM – MAJOR IMPROVEMENT AREA PROJECT Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in
the Sherley Tract Public Improvement District No. 2 Major Improvement Area Construction, Funding and Acquisition Agreement between the Developer and the City, dated as of July 27, 2021
(the “CFA Agreement”). The undersigned is an agent for MM Anna 325, LLC, a Texas limited liability company (the “Developer”) and requests payment to the Developer (or to the person
designated by the Developer) from: _____ the Major Improvement Area Bond Improvement Account of the Project Fund _____ the Major Improvement Area Developer Improvement Account of the
Project Fund from Regions Bank, Houston, Texas, (the “Trustee”), in the amount of_______________________ ($_____________) for labor, materials, fees, and/or other general costs related
to the creation, acquisition, or construction of certain Major Improvement Area Projects providing a special benefit to property within the Sherley Tract Public Improvement District
No. 2. In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer,
is qualified to execute this Certification for Payment Form on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. The itemized payment requested for
the below referenced Major Improvement Area Projects has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement
was made with respect thereto. 3. The itemized amounts listed for the Major Improvement Area Projects below is a true and accurate representation of the Actual Costs of the Major Improvement
Area Projects associated with the creation, acquisition, or construction of said Major Improvement Area Projects and such costs (i) are in compliance with the CFA Agreement, and (ii)
are consistent with and within the cost identified for such Major Improvement Area Projects as set forth in the Service and Assessment Plan. 4. The Developer is in compliance with the
terms and provisions of the CFA Agreement, the Indenture, and the Service and Assessment Plan. 5. All conditions set forth in the Indenture and the CFA Agreement for the payment hereby
requested have been satisfied. 6. The work with respect to Major Improvement Area Projects referenced below (or its completed segment) has been completed, and the City has inspected
such Major Improvement Area Projects (or its completed segment). 7. The Developer agrees to cooperate with the City in conducting its review of the requested payment and agrees to provide
additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested are as follows: Payee / Description of Major Improvement
Area Projects Total Cost of Major Improveme nt Area Projects Budgeted Cost of Major Improvement Area Projects Amount requested to be paid from the Major Improvement Area Bond Improvement
Account Amount requested to be paid from the Major Improvement Area Developer Improvement Account Total amount disbursed from the Major Improvement Area Bond Improvement Account upon
payment of sums under this Payment Certificate Total amount disbursed from the Major Improvement Area Developer Improvement Account upon payment of sums under this Payment Certificate
Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are
“bills paid” affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the CFA Agreement, after receiving this payment request, the City
has inspected the Major Improvement Area Projects (or completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental
laws, rules, and regulations. Payments requested hereunder shall be made as directed below: a. X amount to Person or Account Y for Z goods or services. b. Payment instructions I hereby
declare that the above representations and warranties are true and correct. DEVELOPER: MM Anna 325, LLC, a Texas limited liability company By: MMM Ventures, LLC,
a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ______________________________
Name: Mehrdad Moayedi Its: Manager APPROVAL OF REQUEST The City is in receipt of the attached Certification for Payment, acknowledges the Certification for Payment,
and finds the Certification for Payment to be in order. After reviewing the Certification for Payment, the City approves the Certification for Payment and authorizes and directs payment
of the amounts set forth below by Trustee from the Project Fund to the Developer or other person designated by the Developer as listed and directed on such Certification for Payment.
The City’s approval of the Certification for Payment shall not have the effect of estopping or preventing the City from asserting claims under the CFA Agreement, the Indenture, the
Service and Assessment Plan, or any other agreement between the parties or that there is a defect in the Major Improvement Area Projects. Amount of Payment Certificate Request Amount
to be Paid by Trustee from Major Improvement Area Bond Improvement Account Amount to be paid by Trustee from Major Improvement Area Developer Improvement Account $____________ $____________
$____________ CITY OF ANNA, TEXAS By: Name: Title: Date: ________________
Sherley Tract PID No. 2 IA #1 CFA 7.11.21 clean (E).pdf Microsoft Word - Sherley Tract PID No. 2 IA #1 CFA 7.11.21 clean
SHERLEY TRACT PID NO. 2 IA #1 CFA Page 1 SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT This SHERLEY TRACT
PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT (this “Agreement”), dated as of July 27, 2021 is by and between the CITY OF ANNA,
TEXAS, a home-rule municipality of the State of Texas (the “City”), and MM ANNA 325, LLC, a Texas limited liability company, (the “Developer”). The Developer and the City are sometimes
individually referred to as a “Party” and collectively as the “Parties.” ARTICLE I DEFINITIONS The following terms shall have the meanings ascribed to them in this Article I for purposes
of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the Indenture (as hereinafter defined).
“Act” means the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended. “Actual Costs” means, with respect to each Improvement Area #1 Project,
the costs of the Improvement Area #1 Project actually paid or incurred for construction and installation of the Improvement Area #1 Project. “Administrator” means, initially, P3Works,
LLC, or any other individual or entity designated by the City to administer the District. “Annual Service Plan Update” means the annual update to the Service and Assessment Plan conducted
by the Administrator pursuant to the Service and Assessment Plan. “Authorized Amount” has the meaning ascribed to such term in Section 6.5(g) of the Indenture. “Authorized Improvements”
means the improvements authorized by Section 372.003 of the Act, including those listed in Section III of the Service and Assessment Plan. An individual Authorized Improvement, including
a completed segment or part, shall be referred to as an Authorized Improvement. “Bond Ordinance” means the ordinance adopted by the City Council on July 27, 2021 authorizing the issuance
of the Bonds pursuant to the Indenture. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 2 “Bonds” means the City’s bonds designated “City of Anna, Texas, Special Assessment Revenue Bonds,
Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)”. “Budgeted Costs” means the anticipated, agreed upon costs of the Improvement Area #1 Projects
as shown in the Service and Assessment Plan. “Certification for Payment” means a certificate, substantially in the form of Exhibit B hereto or otherwise agreed to by the Developer,
the Administrator and the City Representative, executed by the Developer and approved by the City Representative, provided each month to the City Representative and the Trustee, specifying
the amount of work performed and the amount charged for that work, including materials and labor costs, presented to the Trustee to request payment from the Improvement Area #1 Bond
Improvement Account or the Improvement Area #1 Developer Improvement Account of the Project Fund, as applicable, for Actual Costs of Improvement Area #1 Projects under the Indenture.
“City Inspector” means an individual employed by or an agent of the City whose job is, in part or in whole, to inspect infrastructure to be owned by the City for compliance with
all rules and regulations applicable to the development and the infrastructure inspected. “City Manager” means the City Manager of the City, or its designee. “City Representative”
means that official or agent of the City authorized by the City Council to undertake the action referenced herein. As of the date hereof, the City Manager, and/or its designees are
the authorized City Representatives. “Closing Disbursement Request” means the certificate, substantially in the form of Exhibit A hereto or otherwise mutually agreed to by the Developer,
Administrator and City Representative, executed by an engineer, construction manager or other person or entity acceptable to the City, as evidenced by the signature of a City Representative
(as defined in the Indenture), specifying the amounts to be disbursed for the costs related to the creation of the District and the costs of issuance of the Bonds. “Construction
Contracts” means the contracts for the construction of an Improvement Area #1 Project. “Construction Contract” means any one of the Construction Contracts. “Cost” means the Budgeted
Costs or the cost of an Improvement Area #1 Project as reflected in a Construction Contract, if greater than the Budgeted Costs. “Cost of Issuance Account of the Project Fund” means
the account of such name in the Project Fund created under Section 6.1 of the Indenture. “Cost Overrun” means, with respect to each Improvement Area #1 Project, the Actual Cost of
such Improvement Area #1 Project in excess of the Budgeted Cost. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 3 “Development Agreement” means that certain Sherley Tract Subdivision Improvement
Agreement executed by and between the City, BFB ANA 40 Acres, LLC, and the Developer, effective as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision
Improvement Agreement executed by and between the City and the Developer, effective July 14, 2020, and as may be amended. “ District” shall mean the Sherley Tract Public Improvement
District No. 2 established by the City of Anna, Texas. “Final Completion” means completion of an Improvement Area #1 Project in compliance with existing City standards for dedication
under the City’s ordinances and the Development Agreement. “Force Majeure” means events or circumstances that are not within the reasonable control of the Party whose performance is
suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. “Indenture” means that certain Indenture
of Trust between the City and Regions Bank, Houston, Texas, as trustee, dated as of August 1, 2021 relating to the Bonds. “Improvement Area” means specifically defined and designated
portions of the District that are developed in phases, including Improvement Area #1. “Improvement Area #1” means that portion of the District generally described in Section II of
the Service and Assessment Plan and generally shown in Exhibit A-2 to the Service and Assessment Plan and as specifically described in Exhibit L-2 to the Service and Assessment Plan.
“Improvement Area #1 Bond Improvement Account” means the account of such name in the Project Fund created under Section 6.1 of the Indenture. “Improvement Area #1 Improvements”
means the Authorized Improvements which only benefit the property located in the Improvement Area #1, and are described in Section III(B) and Exhibit G-1 to the Service and Assessment
Plan. “Improvement Area #1 Projects” means, collectively, (i) the pro rata portion of the Major Improvements allocable to Improvement Area #1 and (ii) the Improvement Area #1 Improvements.
“Major Improvements” means the Authorized Improvements that confer special benefit to the entire District, and as further described in Section III.A and depicted on Exhibit G-2 to
the Service and Assessment Plan. “Plans” means the plans, specifications, schedules and related construction contracts for the Improvement Area #1 Projects, respectively, approved
pursuant to the applicable standards, ordinances, procedures, policies and directives of the City, the Development Agreement, and any other applicable governmental entity. SHERLEY TRACT PID NO. 2 IA
#1 CFA Page 4 “Project Fund” means the fund, including the accounts created and established under such fund, where monies from the proceeds of the sale of the Bonds and funds received
from the Developer, excluding those deposited in other funds in accordance with the Indenture, shall be deposited, and the fund by such name created under the Indenture. “Service and
Assessment Plan” means Sherley Tract Public Improvement District No. 2 Service and Assessment Plan adopted on July 27, 2021 by the City Council, prepared pursuant to the Act, as amended
and updated from time to time. ARTICLE II RECITALS Section 2.01. The District and the Improvement Area #1 Projects. (a) The City has created the District under the Act for the financing
of, among other things, the acquisition, construction and installation of the Improvement Area #1 Projects. (b) The City has authorized the issuance of the Bonds in accordance with
the provisions of the Act, the Bond Ordinance and the Indenture, a portion of the proceeds of which shall be used, in part, to finance all or a portion of the Improvement Area #1 Projects
in accordance with the terms and limitations of the Development Agreement and the Service and Assessment Plan. (c) All Improvement Area #1 Projects are eligible to be financed with
proceeds of the Bonds to the extent specified in the Indenture and the Service and Assessment Plan. (d) The proceeds from the issuance and sale of the Bonds and funds received from
the Developer currently with the closing of the Bonds shall be deposited in accordance with the Indenture. (e) The Developer will perform or cause to be performed the engineering, construction
and development of the Improvement Area #1 Projects for acquisition and acceptance by the City. Section 2.02. Agreements. In consideration of the mutual promises and covenants set
forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer agree that the foregoing recitals, as applicable
to each, are true and correct and further make the agreements set forth herein. ARTICLE III FUNDING Section 3.01. Bonds. (a) The City, in connection with this Agreement, is proceeding
with the issuance and delivery of the Bonds. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 5 (b) Subject to the Cost Overrun provisions set forth in the Development Agreement and Section
4.04 of this Agreement, the Bonds will finance all or a portion of the Actual Costs of the Improvement Area #1 Projects as provided for in the Service and Assessment Plan, as may be
updated or amended. The payment of costs from the proceeds of the Bonds for such Improvement Area #1 Projects shall be made from the Improvement Area #1 Bond Improvement Account and
Improvement Area #1 Developer Improvement Account of the Project Fund established under the Indenture, as applicable. (c) The City’s obligation with respect to the payment of the Improvement
Area #1 Projects shall be limited to the Budgeted Costs and shall be payable solely from amounts on deposit for the payment of such costs as provided herein and in the Indenture. The
Developer agrees and acknowledges that it is responsible for all Cost Overruns, Actual Costs and all expenses related to the Improvement Area #1 Projects, qualified, however, by the
distribution of Cost Underrun (as defined in Section 4.04 hereof) monies, as detailed in Section 4.04. (d) The City shall have no responsibility whatsoever to the Developer with respect
to the investment of any funds held in the Project Fund by the Trustee under the provisions of the Indenture, including any loss of all or a portion of the principal invested or any
penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Project Fund to pay the Costs of the Improvement Area #1 Projects in the District,
including the Developer to the extent it owns any real property in the District. The obligation of a property owner in the District to pay Assessments is not in any way dependent on
the availability of amounts in the Project Fund to pay for all or any portion of the Costs of the Improvement Area #1 Projects. (e) The Developer acknowledges that any lack of availability
of amounts in the funds or accounts established in the Indenture to pay the Costs of the Improvement Area #1 Projects shall in no way diminish any obligation of the Developer with respect
to the construction of or contributions for the Improvement Area #1 Projects required by this Agreement, the Development Agreement, or any other agreement to which the Developer is
a party or any governmental approval to which the Developer or any land within the District is subject. (f) The Developer acknowledges that some funds may not be immediately available
for reimbursement for Actual Costs of the Improvement Area #1 Projects submitted and approved with an approved Certification for Payment. Both parties acknowledge that these remaining
amounts will be disbursed, to the extent of available monies in the Project Fund under the terms of the Indenture, as money is deposited into the Project Fund for the payment of such
costs. Both Parties acknowledge that the availability of funds in the Project Fund does not relieve the Developer from its responsibility to construct or ensure the construction of
the Improvement Area #1 Projects in accordance with the Development Agreement, the Service and Assessment Plan, and this Agreement. Section 3.02. Disbursements and Transfers at Bond
Closing. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 6 (a) The City and the Developer agree that from the proceeds of the Bonds and upon the presentation of evidence satisfactory to
the Administrator, the City will cause the Trustee to pay at closing of the Bonds from the Costs of Issuance Account of the Project Fund and/or the Improvement Area #1 Bond Improvement
Account of the Project Fund, an amount not to exceed the amount set forth in the Indenture to the persons entitled to the payment for costs of issuance and payment of costs incurred
in the establishment, administration, and operation of the District as of the delivery of the Bonds, as described in the Service and Assessment Plan, as may be updated and amended.
Section 3.03 Accounts. In addition to the Costs of Issuance Account, there shall be two subaccounts, the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Developer
Improvement Account, in the Project Fund administered by the Trustee at the direction of the City Representative: (a) The Improvement Area #1 Bond Improvement Account of the Project
Fund. Certain proceeds from the issuance and sale of the Bonds attributable to the Improvement Area #1 Projects shall be deposited into the Improvement Area #1 Bond Improvement Account
of the Project Fund in the amount shown in the Indenture. (b) The Improvement Area #1 Developer Improvement Account of the Project Fund. On the Closing Date and pursuant to the terms
of the Indenture the Developer shall make an initial deposit to the Improvement Area #1 Developer Improvement Account of the Project Fund in the amount shown in the Indenture. Section
3.04. Security for the Improvement Area #1 Projects. Prior to completion and conveyance to the City of an Improvement Area #1 Project, including a segment, section, or portion thereof,
the Developer or the Developer’s contractor shall provide to the City a maintenance bond, which maintenance bond shall be for a term of two years from the date of final acceptance of
the Improvement Area #1 Project. Any surety company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that the
City, through the City attorney, shall retain the right to reject any surety company as a surety for any work hereunder regardless of such company’s authorization to do business in
Texas. Approvals by the City shall not be unreasonably withheld or delayed. The Developer shall construct or cause to be constructed the Improvement Area #1 Projects in accordance with
the City’s established ordinances, regulations, policies, procedures, specifications, and the Development Agreement. Prior to City accepting any Improvement Area #1 Project and/or
approving a final disbursement for an Improvement Area #1 Project, the Developer shall provide an “all bills paid/no liens” affidavit, in the form provided by the City and shall also
provide such supporting documentation as required by the City, that affirms that all invoices and bills, other than statutory ten percent (10%) retainage, were paid for the Improvement
Area #1 Project. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 7 Section 3.05 Disbursements, Generally. All disbursements from the Project Fund shall be made in accordance with the
provisions of the Development Agreement, the Service and Assessment Plan, this Agreement, and the Indenture. ARTICLE IV DEDICATION OF LAND AND CONSTRUCTION OF IMPROVEMENT AREA #1 PROJECTS
Section 4.01. Duty of Developer to Construct. (a) All Improvement Area #1 Projects shall be constructed by or at the direction of the Developer in accordance with the Plans and in
accordance with this Agreement and the Development Agreement. The Developer shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted,
all operations with respect to the construction of Improvement Area #1 Projects in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally
employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate
to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related
to the design, engineering, acquisition, construction and installation of all Improvement Area #1 Projects, to be acquired and accepted by the City from the Developer as provided in
this Agreement and the Development Agreement. (b) The Developer shall not be relieved of its obligation to construct or cause to be constructed each Improvement Area #1 Project and,
upon completion, inspection, and acceptance, convey each such Improvement Area #1 Project to the City in accordance with the terms hereof, even if there are insufficient funds in the
Project Fund to pay the Actual Costs thereof. In any event, this Agreement shall not affect any obligation of the Developer under any other agreement to which the Developer is a party
or any governmental approval to which the Developer or any land within the District is subject, with respect to the Improvement Area #1 Projects required in connection with the development
of the land within the District. Section 4.02. No Competitive Bidding. The Improvement Area #1 Projects shall not require competitive bidding pursuant to Sections 252.022(a)(9) and
252.022(a)(11) of the Texas Local Government Code, as amended, based upon current cost estimates. Section 4.03. Independent Contractor. In performing this Agreement, the Developer
is an independent contractor and not the agent or employee of the City with respect to the Improvement Area #1 Projects. Section 4.04. Remaining Funds After Completion of an Improvement
Area #1 Project. Upon the Final Completion of an Improvement Area #1 Project (or its completed segment or phase SHERLEY TRACT PID NO. 2 IA #1 CFA Page 8 thereof) and payment of
all outstanding invoices for such Improvement Area #1 Project (or its completed segment or phase thereof), if the Actual Cost of such Improvement Area #1 Project is less than the Budgeted
Cost (a “Cost Underrun”), any remaining Budgeted Cost may be made available to pay Cost Overruns on any other Improvement Area #1 Project (or its completed segment or phase thereof)
with the approval of the City Manager and provided that all Improvement Area #1 Projects as set forth in the Service and Assessment Plan are undertaken at least in part. The elimination
of a category of Improvement Area #1 Projects in the Service and Assessment Plan will require an amendment to the Service and Assessment Plan. Prior to completion of all of the Improvement
Area #1 Projects within an improvement category, as listed in the Service and Assessment Plan and the applicable PID phase, ten percent (10%) of funds available from an improvement
category may be used as Cost Underruns and applied to another improvement category. If, upon completion of the Improvement Area #1 Projects in any improvement category, there are funds
remaining in any improvement categories, those funds can then be used to reimburse the Developer for any qualifying costs of the Improvement Area #1 Projects that have not been previously
paid. Section 4.05. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (herein referred to as “Change
Orders”) required for the construction of the Improvement Area #1 Projects. Developer or its contractors may approve and implement any Change Orders, even if such Change Order would
increase the Cost of an Improvement Area #1 Project, but the Developer shall be solely responsible for payment of any Cost Overruns resulting from such Change Orders except to the extent
amounts are available pursuant to Section 4.04. If any Change Order is for work that requires changes to be made by an engineer to the construction and design documents and plans previously
approved under Section 4.01, then such revisions made by an engineer must be submitted to the City for approval by the City’s engineer prior to execution of the Change Order. ARTICLE
V ACQUISITION, CONSTRUCTION, AND PAYMENT Section 5.01. Closing Disbursement Request. In order to receive the disbursement from the Project Fund at closing of the Bonds described
in Section 3.02, the Developer shall cause to be delivered to the Trustee at Closing a Closing Disbursement Request, substantially in the form of Exhibit A hereto or otherwise acceptable
and agreed to by the Developer, Administrator, and the City Representative for the disbursements described in Section 3.02. Section 5.02. Certification for Payment for an Improvement
Area #1 Project. (a) No payment hereunder shall be made from the Project Fund to the Developer for work on an Improvement Area #1 Project until a monthly Certification for Payment is
received from the Developer for work with respect to an Improvement Area #1 Project (or its completed segment or phase thereof). Upon receipt of a Certification for Payment substantially
in the form SHERLEY TRACT PID NO. 2 IA #1 CFA Page 9 of Exhibit B hereto (and all accompanying documentation executed by the City) from the Developer, the City Inspector shall
conduct a review in order to confirm that such request is complete, that the work with respect to such Improvement Area #1 Project identified therein for which payment is requested
was completed in accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the terms of this Agreement, the Development Agreement,
and to verify and approve the Actual Cost of such work specified in such Certification for Payment (collectively, the “Developer Compliance Requirements”), and shall promptly forward
the request to the City Representative. The approval of the Certification for Payment by the City Inspector shall constitute a representation by the City Inspector to the City and the
Trustee that the Developer Compliance Requirements have been satisfied with respect to the Improvement Area #1 Projects identified therein; provided, however, that the approval of the
Certification for Payment shall not have the effect of estopping or preventing the City from asserting claims under this Agreement, the Indenture, the Service and Assessment Plan, or
any other agreement between the parties or that there is a defect in an Improvement Area #1 Project (as defined in the Indenture). The City Inspector shall also conduct such review
as is required in his discretion to confirm the matters certified in the Certification for Payment. The Developer agrees to cooperate with the City Inspector in conducting each such
review and to provide the City Inspector with such additional information and documentation as is reasonably necessary for the City Inspector to conclude each such review. (b) Within
ten (10) business days of receipt of any Certification for Payment, the City Inspector shall either (i) approve and execute the Certification for Payment and forward the same to the
City Representative for approval and delivery to the Trustee for payment to the Developer in accordance with Section 5.03(a) hereof or (ii) in the event the City Inspector disapproves
the Certification for Payment, give written notification to the Developer of the City Inspector’s disapproval, in whole or in part, of such Certification for Payment, specifying the
reasons for such disapproval and the additional requirements to be satisfied for approval of such Certification for Payment. If a Certification for Payment seeking reimbursement is
approved only in part, the City Inspector shall specify the extent to which the Certification for Payment is approved and shall deliver such partially approved Certification for Payment
to the City Representative for approval in accordance with Section 5.03 hereof and delivery to the Trustee for payment to the Developer in accordance with Section 5.02(d) hereof, and
any such partial work shall be processed for payment under Section 5.03 notwithstanding such partial denial. (c) If the City Inspector fails to act with respect to a Certification
for Payment within the time period therein provided, the Developer shall submit the Certification for Payment directly to the City Representative for approval. Within five (5) business
days of receipt of any Certification for Payment, the City Representative shall approve or deny the Certification for Payment and provide notice to the Administrator and the Developer.
Upon approval of a Certification for Payment, the approval shall be forwarded to the Trustee for payment, and delivery SHERLEY TRACT PID NO. 2 IA #1 CFA Page 10 to the Developer
in accordance with Section 5.03 hereof. The approval of the Certification for Payment by the City Representative shall constitute a representation by the City Representative to the
Trustee of the Developer’s compliance therein. Pursuant to the terms of Section 5.03 and the Indenture, the Trustee shall make a payment to the Developer, or pursuant to the Developer’s
directions, of an approved Certification for Payment. (d) If the City requires additional documentation, timely disapproves or questions the correctness or authenticity of the Certification
for Payment, the City shall deliver a detailed notice to the Developer within ten (10) business days of receipt thereof, then payment with respect to disputed portion(s) of the Certification
for Payment shall not be made until the Developer and the City have jointly settled such dispute or additional information has been provided to the City’s reasonable satisfaction. The
denial may be appealed to the City Council by the Developer in writing within thirty (30) days of being denied by the City Representative. Denial of the Certification for Payment by
the City Council shall be attempted to be resolved by half-day mediation between the Parties in the event an agreement is not otherwise reached by the Parties, with the mediator’s fee
being paid by Developer. The portion of the Certification for Payment in dispute shall not be forwarded to the Trustee for payment until the dispute is resolved by the City and the
Developer. (e) The Developer shall deliver the approved or partially approved Certification for Payment to the Trustee for payment and the Trustee shall make such payment from the Project
Fund in accordance with Section 5.03 below. Section 5.03. Payment for an Improvement Area #1 Project. (a) Upon receipt of a reviewed and approved Certification for Payment, the Trustee
shall make payment for the Actual Costs of Improvement Area #1 Projects from the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Developer Improvement Account
of the Project Fund in the manner described in Section 5.03(b) below. Such payments shall be as further designated in the Certification for Payment pursuant to the terms of the Certification
for Payment and the Indenture in an amount not to exceed the Budgeted Cost for the particular Improvement Area #1 Project (or its completed segment), unless a Cost Overrun amount has
been approved for a particular Improvement Area #1 Project. If a Cost Overrun amount has been approved, then the amount reimbursed shall not exceed the Budgeted Amount plus the approved
Cost Overrun amount. Notwithstanding the foregoing, if the Authorized Amount has been disbursed and prior to the satisfaction of a Release Condition, the Trustee shall make payment
from the Improvement Area #1 Developer Improvement Account until satisfaction of a Release Condition. (b) Until such time as the Authorized Amount has been disbursed from the Improvement
Area #1 Bond Improvement Account, the Trustee shall pay Actual Costs of the Improvement Area #1 Projects from funds in the Improvement Area #1 Bond Improvement SHERLEY TRACT PID NO. 2 IA #1 CFA Pag
e 11 Account. After the Authorized Amount has been disbursed from the Improvement Area #1 Bond Improvement Account and prior to the satisfaction of the Release Condition (as such
term defined in the Indenture), the Trustee shall pay Actual Costs of the Improvement Area #1 Projects only from funds on deposit in the Improvement Area #1 Developer Improvement Account.
After the Authorized Amount has been disbursed from the Improvement Area #1 Bond Improvement Account and the Release Condition has been satisfied, the Trustee shall pay Actual Costs
of the Improvement Area #1 Projects, first, from funds in the Improvement Area #1 Bond Improvement Account until such Account is depleted, and thereafter from funds on deposit in the
Improvement Area #1 Developer Improvement Account. In the event of any conflict between this provision and Section 6.5 of the Indenture, Section 6.5 of the Indenture shall control.
(c) Approved Certifications for Payment that await reimbursement shall not accrue interest. (d) Notwithstanding any other provisions of this Agreement, when payment is made, the Trustee
shall make payment directly to the person or entity specified by the Developer in an approved Certification for Payment, including: (1) a general contractor or supplier of materials
or services or jointly to the Developer (or any permitted assignee of the Developer) and the general contractor or supplier of materials or services, as indicated in an approved Certification
for Payment; (2) to the Developer or any assignee of the Developer if an unconditional lien release related to the items referenced in the Certification for Payment is attached to such
Certification for Payment; and (3) to the Developer, or to the third party contractor directly, at Developer’s request as specified in the Certification for Payment, in the event the
Developer provides a general contractor’s or suppliers of materials unconditional lien release for a portion of the work covered by a Developer or any assignee of the Developer to the
extent of such lien release. Neither the Trustee, nor the City, City Council, City Manager, or City Representative shall have any liability for relying on the accuracy of the payee
information in any Certification for Payment as presented by the Developer or its assignees. (e) Withholding Payments. Nothing in this Agreement shall be deemed to prohibit the Developer
or the City from contesting in good faith the validity or amount of any mechanic’s or materialman’s lien and/or judgment nor limit the remedies available to the Developer or the City
with respect thereto, including the withholding of any payment that may be associated with the exercise of such remedy, so long as such delay in performance shall not subject the Improvement
Area #1 Project to foreclosure, forfeiture, or sale. ARTICLE VI OWNERSHIP AND TRANSFER OF IMPROVEMENT AREA #1 PROJECTS SHERLEY TRACT PID NO. 2 IA #1 CFA Page 12 Section 6.01.
Improvement Area #1 Projects to be Owned by the City– Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to an Improvement Area
#1 Project to be acquired and accepted by the City from the Developer and not previously dedicated or otherwise conveyed to the City, for review and approval at least thirty (30) calendar
days prior to the transfer of title of an Improvement Area #1 Project to the City. The City shall approve the preliminary title report unless it reveals a matter which, in the reasonable
judgment of the City, could materially affect the City’s clean title or use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event
the City does not approve the preliminary title report, the City shall not be obligated to accept title to the Improvement Area #1 Project until the Developer has cured such objections
to title to the satisfaction of the City. Section 6.02. Improvement Area #1 Project Constructed on City Land or Developer Land. If an Improvement Area #1 Project is on land owned
by the City, the City hereby grants to the Developer, where applicable, a temporary easement to enter upon such land for purposes related to construction (and maintenance pending acquisition
and acceptance) of the Improvement Area #1 Project. The provisions for inspection and acceptance of such Improvement Area #1 Project otherwise provided herein shall apply. If the
Improvement Area #1 Project is on land owned by the Developer, the Developer hereby grants to the City an easement to enter upon such land for purposes related to inspection and maintenance
(pending acquisition and acceptance) of the Improvement Area #1 Project. The provisions for inspection and acceptance of such Improvement Area #1 Project otherwise provided herein
and in the Development Agreement shall apply. ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 7.01. Representations, Covenants and Warranties of the Developer. The
Developer represents and warrants for the benefit of the City as follows: (a) Organization. The Developer is a limited liability company duly formed, organized and validly existing
under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and to fulfill its obligations
in this Agreement and to carry on its business in the State of Texas as now being conducted as hereby contemplated. (b) Developer Authority; Representations. The Developer has the
power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly
executed and delivered by the Developer. The Developer has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement.
The person executing this Agreement on behalf of the Developer has been duly authorized to do so. This Agreement is binding upon the Developer in accordance with its terms. The execution
of this Agreement and SHERLEY TRACT PID NO. 2 IA #1 CFA Page 13 the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of
default by the Developer under any other agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. (c) Binding Obligation. This Agreement
is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. (d)
Compliance with Law. The Developer shall not commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the District or the Improvement Area #1 Projects
in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District
or the Improvement Area #1 Projects. (e) Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Project Fund for the acquisition,
construction or installation of any improvements that are not part of the Improvement Area #1 Projects, and (ii) it will diligently follow all procedures set forth in this Agreement
with respect to the Certification for Payments. (f) Financial Records. For a period of two years after completion of the Improvement Area #1 Projects, the Developer covenants to maintain
proper books of record and account for the construction of the Improvement Area #1 Projects and all Costs related thereto. Such accounting books shall be maintained in accordance with
generally accepted accounting principles and shall be available for inspection by the City or its agents at any reasonable time during regular business hours on reasonable notice. (g)
Plans. The Developer represents that it has obtained or will obtain approval of the Plans from all appropriate departments of the City and from any other public entity or public utility
from which such approval must be obtained. The Developer further agrees that, subject to the terms hereof, the Improvement Area #1 Projects have been or will be constructed in full
compliance with such Plans and any change orders thereto consistent with the Act, this Agreement and the Development Agreement. Developer shall provide as-built plans for all Improvement
Area #1 Projects to the City. (h) Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the initial purchaser
of the Bonds, the City Inspector and the City Representative related to the status of construction of Improvement Area #1 Projects within the District, the anticipated completion dates
for future improvements and any other matter that the initial purchaser of the Bonds or City Representative deems material to the investment quality of the Bonds. (i) Continuing Disclosure
Agreement. The Developer agrees to provide the information required pursuant to the Continuing Disclosure Agreement executed by the Developer, SHERLEY TRACT PID NO. 2 IA #1 CFA Page 14
the Administrator, and Regions Bank, as Dissemination Agent, dated as August 1, 2021 in connection with the Bonds. (j) Tax Certificate. The City will deliver a certificate relating
to the Bonds (such certificate, as it may be amended and supplemented from time to time, being referred to herein as the “Tax Certificate”) containing covenants and agreements designed
to satisfy the requirements of 26 U.S. Code Sections 103 and 141 through 150, inclusive, and the federal income tax regulations issued thereunder relating to the use of the proceeds
of the Bonds or of any monies, securities or other obligations on deposit to the credit of any of the funds and accounts created by the Indenture or this Agreement or otherwise that
may be deemed to be proceeds of the Bonds within the meaning of 26 U.S. Code Section 148 (collectively, “Bond Proceeds”). The Developer covenants to provide, or cause to be provided,
such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The Developer further covenants that (i) such facts and
estimates will be based on its reasonable expectations on the date of issuance of the Bonds and will be, to the best of the knowledge of the officers of the Developer providing such
facts and estimates, true, correct and complete as of that date, and (ii) the Developer will make reasonable inquires to ensure such truth, correctness and completeness. The Developer
covenants that it will not make, or (to the extent that it exercises control or direction) permit to be made, any use or investment of the Bond Proceeds (including, but not limited
to, the use of the Improvement Area #1 Projects) that would cause any of the covenants or agreements of the City contained in the Tax Certificate to be violated or that would otherwise
have an adverse effect on the tax-exempt status of the interest payable on the Bonds for federal income tax purposes. (k) City Authority; Representations; The City represents and
warrants to the Developer that (1) the City has the authority to enter into and perform its obligations under this Agreement; (2) the person executing this Agreement on behalf of the
City has been duly authorized to do so; (3) this Agreement is binding upon the City in accordance with its terms; and (4) the execution of this Agreement and the performance by the
City of its obligations under this Agreement do not constitute a breach or event of default by the City under any other agreement, instrument, or order to which the City is a party
or by which the City is bound. Section 7.02. Indemnification and Hold Harmless. (a) THE DEVELOPER SHALL ASSUME THE DEFENSE OF, AND INDEMNIFY AND HOLD HARMLESS THE CITY INSPECTOR,
THE CITY, EMPLOYEES, OFFICIALS, OFFICERS, REPRESENTATIVES AND AGENTS OF THE CITY, AND EACH OF THEM (EACH AN “INDEMNIFIED PARTY”), FROM AND AGAINST ALL ACTIONS, DAMAGES, CLAIMS, LOSES
OR EXPENSE OF EVERY TYPE AND DESCRIPTION TO WHICH THEY MAY BE SUBJECTED OR PUT: (I) BY REASON OF, OR RESULTING FROM THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE DEVELOPER, (II)
THE NEGLIGENT SHERLEY TRACT PID NO. 2 IA #1 CFA Page 15 DESIGN, ENGINEERING AND/OR CONSTRUCTION BY THE DEVELOPER OR ANY ARCHITECT, ENGINEER OR CONTRACTOR HIRED BY THE DEVELOPER
OF ANY OF THE IMPROVEMENT AREA #1 PROJECTS OR OTHER AUTHORIZED IMPROVEMENTS CONSTRUCTED BY THE DEVELOPER HEREUNDER, (III) THE DEVELOPER’S NONPAYMENT UNDER CONTRACTS BETWEEN THE DEVELOPER
AND ITS CONSULTANTS, ENGINEERS, ADVISORS, CONTRACTORS, SUBCONTRACTORS AND SUPPLIERS IN THE PROVISION OF THE IMPROVEMENT AREA #1 PROJECTS OR OTHER AUTHORIZED IMPROVEMENTS CONSTRUCTED
BY DEVELOPER, OR (IV) ANY CLAIMS OF PERSONS EMPLOYED BY THE DEVELOPER OR ITS AGENTS TO CONSTRUCT SUCH PROJECTS, OR (V) ANY CLAIMS AND SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED
TO DEVELOPER’S RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES AND/OR TRUSTEES, REGARDING OR RELATED TO THE
IMPROVEMENT AREA #1 PROJECTS OR ANY AGREEMENT OR RESPONSIBILITY REGARDING THE IMPROVEMENT AREA #1 PROJECTS , INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE OUT OF THE SOLE
OR PARTIAL NEGLIGENCE OF AN INDEMNIFIED PARTY. NOTWITHSTANDING THE FOREGOING, NO INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE DETERMINED BY A COURT
OF COMPETENT JURISDICTION TO BE DIRECTLY ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ANY INDEMNIFIED PARTY. THE CITY DOES NOT WAIVE ITS DEFENSES AND IMMUNITIES, WHETHER
GOVERNMENTAL, SOVEREIGN, OFFICIAL, OR OTHERWISE, AND NOTHING IN THIS AGREEMENT IS INTENDED TO OR SHALL CONFER ANY RIGHT OR INTEREST IN ANY PERSON NOT A PARTY HERETO. (b) IN ITS
REASONABLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER IN FULFILLING ITS OBLIGATIONS HEREUNDER TO DEFEND
AND INDEMNIFY THE INDEMNIFIED PARTIES, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. THE INDEMNIFIED PARTIES RESERVE THE RIGHT TO PROVIDE A PORTION OR ALL OF THEIR/ITS
OWN DEFENSE, AT THEIR/ITS SOLE COST; HOWEVER, INDEMNIFIED PARTIES ARE UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY AN INDEMNIFIED PARTY IS NOT TO BE CONSTRUED AS A WAIVER
OF DEVELOPER’S OBLIGATION TO DEFEND INDEMNIFIED PARTIES OR AS A WAIVER OF DEVELOPER’S OBLIGATION TO INDEMNIFY INDEMNIFIED PARTIES, PURSUANT TO THIS AGREEMENT. DEVELOPER SHALL RETAIN
CITY-APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF WRITTEN NOTICE FROM AN INDEMNIFIED PARTY THAT IT IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF
DEVELOPER FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, INDEMNIFIED PARTIES SHALL HAVE THE RIGHT TO RETAIN SHERLEY TRACT PID NO. 2 IA #1 CFA Page 16 DEFENSE COUNSEL ON
ITS OWN BEHALF, AND DEVELOPER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL REASONABLE COSTS INCURRED BY INDEMNIFIED PARTIES. (c) THIS SECTION 7.02 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT. (d) THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND
THE EXPRESS NEGLIGENCE TEST, AND IS VALID AND ENFORCEABLE AGAINST THE DEVELOPER. Section 7.03. Use of Monies by City; Changes to Indenture. The City agrees not to take any action
or direct the Trustee to take any action to expend, disburse or encumber the monies held in the Project Fund and any monies to be transferred thereto for any purpose other than the
purposes permitted by the Indenture. Prior to the acceptance of all the Improvement Area #1 Projects, the City agrees not to modify or supplement the Indenture without the approval
of the Developer if as a result or as a consequence of such modification or supplement: (a) the amount of monies that would otherwise have been available under the Indenture for disbursement
for the Costs of the Improvement Area #1 Projects is reduced, delayed or deferred, (b) the obligations or liabilities of the Developer are or may be substantially increased or otherwise
adversely affected in any manner, or (c) the rights of the Developer are or may be modified, limited, restricted or otherwise substantially adversely affected in any manner. Section
7.04. No Reduction of Assessments. The Developer agrees not to take any action or actions to reduce the total amount of such Assessments to be levied within the Improvement Area #1
as of the effective date of this Agreement. ARTICLE VIII TERMINATION Section 8.01. Mutual Consent. This Agreement may be terminated by the mutual, written consent of the City and
the Developer, in which event the City may either execute contracts for or perform any remaining work related to the Improvement Area #1 Projects not accepted by the City or other appropriate
entity and use all or any portion of funds on deposit in the Project Fund or other amounts transferred to the Project Fund under the terms of the Indenture to pay for same, and the
Developer shall have no claim or right to any further payments for the Costs of an Improvement Area #1 Project hereunder for any remaining work, except as otherwise may be provided
in such written consent. Section 8.02. City’s Election for Cause. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 17 (a) The City, upon notice to Developer and the passage of the cure
period identified in subsection (b) below, may terminate this Agreement, without the consent of the Developer if the Developer shall breach any material covenant or default in the performance
of any material obligation hereunder. (b) If any such event described in Section 8.02(a) occurs, the City shall give written notice of its knowledge of such event to the Developer,
and the Developer agrees to promptly meet and confer with the City Inspector and other appropriate City staff and consultants as to options available to assure timely completion, subject
to the terms of this Agreement, of the Improvement Area #1 Projects. Such options may include, but not be limited to, the termination of this Agreement by the City. If the City elects
to terminate this Agreement, the City shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the City to receive such
notice) of the grounds for such termination and allow the Developer a minimum of forty-five (45) days to eliminate or to mitigate to the satisfaction of the City the grounds for such
termination. Such period may be extended, at the sole discretion of the City, if the Developer, to the reasonable satisfaction of the City, is proceeding with diligence to eliminate
or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined reasonably by the City, the Developer has not eliminated or completely
mitigated such grounds to the satisfaction of the City, the City may then terminate this Agreement. In the event of the termination of this Agreement, the Developer is entitled to
payment for work accepted by the City related to an Improvement Area #1 Project only as provided for under the terms of the Indenture and this Agreement prior to the termination date
of this Agreement. Notwithstanding the foregoing, so long as the Developer has breached any material covenant or defaulted in the performance of any material obligation hereunder, notice
of which has been given by the City to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the City may in its discretion cause the Trustee to
cease making payments for the Actual Costs of Improvement Area #1 Projects, provided that the Developer shall receive payment of the Actual Costs of any Improvement Area #1 Projects
that were accepted by the City at the time of the occurrence of such breach or default by the Developer upon submission of the documents and compliance with the other applicable requirements
of this Agreement, the Indenture, and of the Development Agreement. (c) If this Agreement is terminated by the City for cause, the City may either execute contracts for or perform
any remaining work related to the Improvement Area #1 Projects not accepted by the City and use all or any portion of the funds on deposit in the Project Fund or other amounts transferred
to the Project Fund and the Developer shall have no claim or right to any further payments for the Improvement Area #1 Projects hereunder, except as otherwise may be provided upon the
mutual written consent of the City and the Developer or as provided for in the Indenture. The City shall have no obligation to perform any work related to an Improvement Area #1 Project
or to incur any expense or cost in excess of the remaining balance of the Project Fund. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 18 Section 8.03. Termination Upon Redemption or
Defeasance of Bonds. This Agreement will terminate automatically and with no further action by the City or the Developer upon the redemption or defeasance of all outstanding Bonds
issued under the Indenture. Section 8.04. Construction of the Improvement Area #1 Projects Upon Termination of this Agreement. Notwithstanding anything to the contrary contained herein,
upon the termination of this Agreement pursuant to this Article VIII, the Developer shall perform its obligations with respect to the Improvement Area #1 Projects in accordance with
this Agreement and the Development Agreement. Section 8.05. Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective
obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to Force Majeure, to perform its obligations under
this Agreement, then the obligations affected by the Force Majeure shall be temporarily suspended. Within fifteen (15) business days after the occurrence of a Force Majeure, the Party
claiming the right to temporarily suspend its performance, shall give notice to all the Parties, including a detailed explanation of the Force Majeure and a description of the action
that will be taken to remedy the Force Majeure and resume full performance at the earliest possible time. ARTICLE IX MISCELLANEOUS Section 9.01. Limited Liability of City. The Developer
agrees that any and all obligations of the City arising out of or related to this Agreement are special obligations of the City, and the City’s obligations to make any payments hereunder
are restricted entirely to the moneys, if any, in the Project Fund and from no other source. Neither the City, the City Inspector, City Representative nor any other City employee,
officer, official or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof.
Section 9.02. Audit. The City Inspector, City Representative or a finance officer of the City shall have the right, during normal business hours and upon the giving of three business
days’ prior written notice to a Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Improvement
Area #1 Projects and any bids taken or received for the construction thereof or materials therefor. Section 9.03. Notices. Any notice, payment or instrument required or permitted
by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or transmitted by telecopy or facsimile transmission (which shall
be immediately confirmed by telephone and shall be followed by mailing an original of the same SHERLEY TRACT PID NO. 2 IA #1 CFA Page 19 within 24 hours after such transmission)
or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas
Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300
Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, TX 75201 To the Landowner: MM Anna
325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Miklos Cinclair, PLLC Attn: Robert Miklos 1800 Valley
View Lane, Suite 360 Farmers Branch, Texas 75234 Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address
to the other party. The City shall advise the Developer of the name and address of any City Inspector who is to receive any notice or other communication pursuant to this Agreement.
Section 9.04. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given
effect to the fullest extent possible. Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties
hereto. Any receivables due under this Agreement may be assigned by the Developer without the consent of, but upon written notice to the City pursuant to Section 9.03 of this Agreement.
The obligations, requirements, or covenants of this Agreement shall be able to be assigned to an affiliate or related entity of the Developer, or any lien holder on the Property, without
prior written consent of the City. The obligations, requirements, or covenants of this Agreement shall not be assigned by the Developer to a nonaffiliate or non-related entity of the
Developer without prior written consent of the City Manager, except pursuant to a collateral assignment to any person or entity providing construction financing SHERLEY TRACT PID NO. 2 IA #1 CFA Pa
ge 20 to the Developer for the Developer for an Improvement Area #1 Project, provided such person or entity expressly agrees to assume all obligations of the Developer hereunder
if there is a default under such financing and such Person elects to complete the Improvement Area #1 Project. No such assignment shall be made by the Developer or any successor or
assignee of the Developer that results in the City being an “obligated person” within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission without the
express written consent of the City. In connection with any consent of the City, the City may condition its consent upon the acceptability of the financial condition of the proposed
assignee, upon the assignee’s express assumption of all obligations of the Developer hereunder and/or upon any other reasonable factor which the City deems relevant in the circumstances.
In any event, any such assignment shall be in writing, shall clearly identify the scope of the rights and/or obligations assigned. The City may assign by a separate writing certain
rights as described in this Agreement and in the Indenture, to the Trustee and the Developer hereby consents to such assignment. Section 9.06. Other Agreements. The obligations of
the Developer hereunder shall be those of a party hereto and not as an owner of property in the District. Nothing herein shall be construed as affecting the City’s or the Developer’s
rights or duties to perform their respective obligations under other agreements, use regulations, ordinances or subdivision requirements relating to the development of the lands in
the District, including the applicable Construction Contracts and the Development Agreement. To the extent there is a conflict between this Agreement and the Indenture, the Indenture
shall control. To the extent there is a conflict between this Agreement and the Development Agreement, this Agreement shall control. Section 9.07. Waiver. Failure by a party to insist
upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise its rights upon the default of any other party, shall
not constitute a waiver of such party’s right to insist and demand strict compliance by such other party with the terms of this Agreement thereafter. Section 9.08. Merger. No other
agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered hereby that is not in writing and signed by all
the parties to this Agreement shall be binding. Section 9.09. Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer
upon or to give to any person or entity other than the City and the Developer any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulations
hereof, and all covenants, conditions, promises and agreements in this Agreement contained by or on behalf of the City or the Developer shall be for the sole and exclusive benefit of
the City and the Developer. Section 9.10. Amendment. Except as otherwise provided in Section 9.05, upon agreement by the parties, this Agreement may be amended, from time to time in
a manner consistent with the Act, the Indenture, and the Bond Ordinance by written supplement hereto and executed in counterparts, each of which shall be deemed an original. Section
9.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 21 Section 9.12. Effective
Date. This Agreement has been dated as of the date first above written solely for the purpose of convenience of reference and shall become effective upon its execution and delivery,
on the Closing Date of the Bonds, by the parties hereto. All representations and warranties set forth therein shall be deemed to have been made on the Closing Date of the Bonds. Section
9.13 No Waiver of Powers or Immunity. The City does not waive or surrender any of its governmental powers, immunities, or rights except as necessary to allow Developer to enforce its
remedies under this Agreement. Section 9.14 Anti-Boycott Verification. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing
verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing
verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm
on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action
made for ordinary business purposes. The Developer understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Developer and exists
to make a profit. Section 9.15 Iran, Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, the Developer represents that neither
the Developer, nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Developer is a company identified on a list prepared and maintained by the
Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website:
https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable state or federal law
and excludes the Developer gent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Developer, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating to a foreign terrorist organization.
The Developer understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Developer and exists to make a profit. SHERLEY TRACT PID NO. 2 IA #1 CF
A Page 22 [Execution pages follow.] July 27, 2021 Exhibit A FORM OF CLOSING DISBURSEMENT REQUEST The undersigned is an agent for MM Anna 325, LLC, (the “Developer”) and requests
payment from: [the Costs of Issuance Account of the Project Fund][the Improvement Area #1 Bond Improvement Account of the Project Fund] from Regions Bank, Houston, Texas, (the “Trustee”)
in the amount of _________________DOLLARS ($__________) for costs incurred in the establishment, administration, and operation of the Sherley Tract Public Improvement District No. 2
(the “District”), as follows: Closing Costs Description Cost PID Allocated Cost TOTAL Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed
to them in the Sherley Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding, and Acquisition Agreement between the Developer and the City, dated as of July
27, 2021 (the “CFA Agreement”). In connection to the above referenced payments, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized
officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment
requested for the above referenced establishment, administration, and operation of the District at the time of the delivery of the Bonds has not been the subject of any prior payment
request submitted to the City. 3. The amount listed for the below itemized costs is a true and accurate representation of the Actual Costs incurred by Developer with the establishment
of the District at the time of the delivery of the Bonds, and such costs are in compliance with and within the costs as set forth in the Service and Assessment Plan. 4. The Developer
is in compliance with the terms and provisions of the CFA Agreement, the Indenture, and the Service and Assessment Plan. 5. All conditions set forth in the Indenture for the payment
hereby requested have been satisfied. 6. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information
and documentation as is reasonably necessary for the City to complete said review. Payments requested hereunder shall be made as directed below: a. X amount to Person or Account Y for
Z goods or services. b. Payment Instructions I hereby declare that the above representations and warranties are true and correct. DEVELOPER: MM Anna 325, LLC, a Texas
limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company
Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager APPROVAL OF REQUEST The City is in receipt of the attached
Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request,
the City approves the Closing Disbursement Request and authorizes and directs payment of such amounts by Trustee from the accounts listed below to the Developer or other person designated
by the Developer. The City’s approval of the Closing Disbursement Request shall not have the effect of estopping or preventing the City from asserting claims under the CFA Agreement,
the Indenture, the Service and Assessment Plan, any other agreement between the parties or that there is a defect in an Improvement Area #1 Project (as defined in the Indenture). Closing
Costs Amount to be Paid by Trustee from Costs of Issuance Account Amount to be paid by Trustee from Improvement Area #1 Bond Improvement Account $____________ $____________ $____________
CITY OF ANNA, TEXAS By: Name: ______ Title: ___ Date: _____________________ Exhibit B CERTIFICATION FOR PAYMENT FORM – IMPROVEMENT AREA #1 PROJECT
Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Sherley Tract Public Improvement District No. 2 Improvement Area #1 Construction,
Funding and Acquisition Agreement between the Developer and the City, dated as of July 27, 2021 (the “CFA Agreement”). The undersigned is an agent for MM Anna 325, LLC, a Texas limited
liability company (the “Developer”) and requests payment to the Developer (or to the person designated by the Developer) from: _____ the Improvement Area #1 Bond Improvement Account
of the Project Fund _____ the Improvement Area #1 Developer Improvement Account of the Project Fund from Regions Bank, Houston, Texas, (the “Trustee”), in the amount of_______________________
($_____________) for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Improvement Area #1 Projects providing a special
benefit to property within the Sherley Tract Public Improvement District No. 2. In connection with the above referenced payment, the Developer represents and warrants to the City as
follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certification for Payment Form on behalf of the Developer and is knowledgeable
as to the matters set forth herein. 2. The itemized payment requested for the below referenced Improvement Area #1 Projects has not been the subject of any prior payment request submitted
for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The itemized amounts listed for the Improvement Area #1 Projects below is
a true and accurate representation of the Actual Costs of the Improvement Area #1 Projects associated with the creation, acquisition, or construction of said Improvement Area #1 Projects
and such costs (i) are in compliance with the CFA Agreement, and (ii) are consistent with and within the cost identified for such Improvement Area #1 Projects as set forth in the Service
and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the CFA Agreement, the Indenture, and the Service and Assessment Plan. 5. All conditions set
forth in the Indenture and the CFA Agreement for the payment hereby requested have been satisfied. 6. The work with respect to Improvement Area #1 Projects referenced below (or
its completed segment) has been completed, and the City has inspected such Improvement Area #1 Projects (or its completed segment). 7. The Developer agrees to cooperate with the City
in conducting its review of the requested payment and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments
requested are as follows: Payee / Description of Improvement Area #1 Projects Total Cost of Improveme nt Area #1 Projects Budgeted Cost of Improvement Area #1 Projects Amount requested
to be paid from the Improvement Area #1 Bond Improvement Account1 Amount requested to be paid from the Improvement Area #1 Developer Improvement Account Total amount disbursed from
the Improvement Area #1 Bond Improvement Account upon payment of sums under this Payment Certificate Total amount disbursed from the Improvement Area #1 Developer Improvement Account
upon payment of sums under this Payment Certificate Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the
above requested payments. Also attached hereto are “bills paid” affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the CFA Agreement,
after receiving this payment request, the City has inspected the Improvement Area #1 Projects (or completed segment) and confirmed that said work has been completed in accordance with
approved plans and all applicable governmental laws, rules, and regulations. Payments requested hereunder shall be made as directed below: a. X amount to Person or Account Y for Z goods
or services. b. Payment instructions [FOR INITIAL PAYMENT OUT OF IMPROVEMENT AREA #1 BOND IMPROVEMENT ACCOUNT THAT EXCEEDS THE AUTHORIZED AMOUNT, THE FOLLOWING REPRESENTATIONS MUST
BE PROVIDED] [With this Certification for Payment, the Developer is requesting disbursement of money from the Improvement Area #1 Bond Improvement Account in excess of the Authorized
Amount, and the Developer hereby certifies that as of the date of submission of this Certification for Payment [the 1 Any amount over the Authorized Amount shall not be released from
the Improvement Area #1 Bond Improvement Account unless and until satisfaction of a Release Condition (as defined in the Indenture) City has issued a certificate of occupancy or
approval of the final inspection for at least ___ homes within Improvement Area #1][the Improvement Area #1 Value to Lien Ratio equals at least 3.00 to 1.00] as required under Section
6.5 of the Indenture. In determining the estimated taxable assessed valuation of the property within Improvement Area #1 for purposes of the above-described Release Condition, the
Developer may use: (i) the sale price (as evidenced by executed real estate contracts provided to the City) of property within the Improvement Area #1 that has been sold and for which
development on that property has begun; (ii) the sale price (as evidenced by executed real estate contracts provided to the City) of property within Improvement Area #1 which has been
sold but for which development has not begun; (iii) the Collin Central Appraisal District's assessed value of property within Improvement Area #1 established by the most recent certified
or certified estimate report or statement sent by the Collin Central Appraisal District Chief Appraiser; or (iv) any combination of (i) through (iii) without duplication. The total
amount drawn from the Improvement Area #1 Bond Improvement Account and the Improvement Area #1 Improvement Area #1 Developer Improvement Account, inclusive of the amounts requested
under this Certification for Payment is $[TO BE PROVIDED].] I hereby declare that the above representations and warranties are true and correct. DEVELOPER: MM Anna 325, LLC,
a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited
liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager APPROVAL OF REQUEST The City is in receipt
of the attached Certification for Payment, acknowledges the Certification for Payment, and finds the Certification for Payment to be in order. After reviewing the Certification for
Payment, the City approves the Certification for Payment and authorizes and directs payment of the amounts set forth below by Trustee from the Project Fund to the Developer or other
person designated by the Developer as listed and directed on such Certification for Payment. The City’s approval of the Certification for Payment shall not have the effect of estopping
or preventing the City from asserting claims under the CFA Agreement, the Indenture, the Service and Assessment Plan, or any other agreement between the parties or that there is a defect
in the Improvement Area #1 Projects. Amount of Payment Certificate Request Amount to be Paid by Trustee from Improvement Area #1 Bond Improvement Account Amount to be paid by Trustee
from Improvement Area #1 Developer Improvement Account $____________ $____________ $____________ [TO BE CERTIFIED WITH CERTIFICATION FOR PAYMENT FOR INITIAL PAYMENT OUT OF IMPROVEMENT
AREA #1 BOND IMPROVEMENT ACCOUNT THAT EXCEEDS THE AUTHORIZED AMOUNT AND SATISFACTION OF A RELEASE CONDITION (AS DEFINED IN THE INDENTURE): The City hereby certifies that it has received
satisfactory evidence of satisfaction of the Release Condition set forth in the Indenture.] CITY OF ANNA, TEXAS By: Name: Title: Date: ________________
Sherley Tract PID No. 2 IA #1 Reimbursement Agreement 7.27.21 (E).pdf Microsoft Word - Sherley Tract PID No. 2 IA #1 Reimbursement Agreement 7.27.21 clean
SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT PAGE 1 SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT
NO. 2 IMPROVEMENT AREA #1 REIMBURSEMENT AGREEMENT This Sherley Tract Public Improvement District No. 2 Improvement Area #1 Reimbursement Agreement (this “Reimbursement Agreement”)
is executed between the City of Anna, Texas (the “City”) and MM Anna 325, LLC, a Texas limited liability company (the “Developer”) to be effective July 27, 2021 (individually referred
to as a “Party” and collectively as the “Parties”). RECITALS WHEREAS, capitalized terms used in this Reimbursement Agreement shall have the meanings given to them in this Reimbursement
Agreement or in Sherley Tract Public Improvement District No. 2 Service and Assessment Plan, dated , as the same may be amended from time to time (the “SAP”) passed and approved by
the City Council on July 27, 2021 (the “Assessment Ordinance”); and WHEREAS, on December 8, 2020, the City Council passed and approved Resolution No. 2020-12-839 (the “Creation Resolution”)
authorizing the creation of Sherley Tract Public Improvement District No. 2 (the “District”) covering approximately 289.751 acres of land described by metes and bounds in said Creation
Resolution (the “District Property”); and WHEREAS, the purpose of the District is to finance public improvements (the “Authorized Improvements”) as provided by Chapter 372, Texas Local
Government Code, as amended (the “Act”) that promote the interests of the City and confer a special benefit on the Assessed Property within the District; and WHEREAS, the District Property
is being developed in areas, and special assessments for each area have been or will be levied against the Assessed Property within such area to pay the costs of Authorized Improvements
that confer a special benefit on the Assessed Property within such area; and WHEREAS, Improvement Area #1 is the area to be developed, as described in the SAP; and WHEREAS, on May 25,
2021, the City Council passed and approved a resolution determining, among other things, the estimated costs of the Authorized Improvements constituting the Major Improvement Area Projects
and the Improvement Area #1 Projects to be $11,617,926.00 (the “Authorized Improvements Costs”); and WHEREAS, in addition to approving the SAP, the Assessment Ordinance levied assessments
against property within Improvement Area #1 of the District (the “Assessed Property”) for the Improvement Area #1 Projects in accordance with the Improvement Area #1 Assessment Roll
attached as Exhibit E-1 to the SAP; and SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT PAGE 2
WHEREAS, on July 27, 2021, the City adopted an ordinance authorizing the issuance and sale of its “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract
Public Improvement District No. 2 Improvement Area #1 Project)” (the “Improvement Area #1 Bonds”) to finance a portion of the Authorized Improvements Costs; and WHEREAS, a portion of
the Assessment revenues are dedicated and pledged to the Improvement Area #1 Bonds (the “Improvement Area #1 Assessment Revenues”) as provided in the Improvement Area #1 Assessment
Roll and secured under the Indenture of Trust relating to the Improvement Area #1 Bonds, dated August 1, 2021 (the “Series 2021 Improvement Area #1 Bond Indenture”) between the City
and Regions Bank, Houston, Texas, as trustee (the “Trustee”); and WHEREAS, the Parties have entered into that certain “Sherley Tract Public Improvement District No. 2 Improvement Area
#1 Construction, Funding, and Acquisition Agreement” dated as of July 27, 2021 (the “Construction Funding Agreement”) for the construction of the Improvement Area #1 Projects; and WHEREAS,
the Parties intend for the portion of the Authorized Improvements Costs for the Improvement Area #1 Projects that are not financed by the Improvement Area #1 Bonds to be financed under
the terms of this Reimbursement Agreement and the Construction Funding Agreement; and WHEREAS, the City has established a project fund segregated from all other funds of the City (the
“Project Fund”) for the Improvement Area #1 Projects and has established an “Improvement Area #1 Bond Improvement Account,” and an “Improvement Area #1 Developer Improvement Account”
within such Project Fund under the Series 2021 Improvement Area #1 Bond Indenture; and WHEREAS, the City has established a fund segregated from all other funds of the City for the deposit
of the Improvement Area #1 Assessment Revenues (the “Pledged Revenue Fund”) and has established a “Bond Pledged Revenue Account” and a “Developer Reimbursement Pledged Revenue Account”
within such Pledged Revenue Fund under the Series 2021 Improvement Area #1 Bond Indenture; and WHEREAS, the City has established a fund segregated from all other funds of the City for
the purpose of paying and reimbursing the Developer (the “Reimbursement Fund”) for the costs of the Improvement Area #1 Projects paid from the Improvement Area #1 Developer Improvement
Account of the Project Fund under the Series 2021 Improvement Area #1 Bond Indenture; and WHEREAS, pursuant to the Series 2021 Improvement Area #1 Bond Indenture, amounts deposited
in the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund shall be transferred to the Reimbursement Fund and used solely and exclusively to pay and reimburse
the Developer for the costs of the Improvement Area #1 Projects paid from the SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 3 Developer Improvement Account of the Project Fund, plus interest, as set forth in this Reimbursement Agreement. NOW THEREFORE, FOR VALUABLE CONSIDERATION THE RECEIPT
AND ADEQUACY OF WHICH ARE ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. The recitals in the “WHEREAS” clauses of this Reimbursement Agreement are true and correct, reflect the intent
of the Parties, and are incorporated as part of this Reimbursement Agreement for all purposes. 2. The City shall cause to be deposited into the Pledged Revenue Fund all Improvement
Area #1 Assessment Revenues collected (excluding Annual Collection Costs and Delinquent Collection Costs) as provided in the Series 2021 Improvement Area #1 Bond Indenture. 3. Developer
shall make, or cause to be made, a deposit of $4,157,015.95 to the Improvement Area #1 Developer Improvement Account of the Project Fund (the “Developer Deposit”) on the Closing Date
(as defined in the Series 2021 Improvement Area #1 Bond Indenture) of the Improvement Area #1 Bonds. The costs of the Improvement Area #1 Projects shall be paid first from the Improvement
Area #1 Bond Improvement Account of the Project Fund and then from the Improvement Area #1 Developer Improvement Account of the Project Fund in accordance with the Series 2021 Improvement
Area #1 Bond Indenture and the Construction Funding Agreement. 4. Strictly subject to the terms, conditions, and requirements and solely from the revenues herein provided, the City
agrees to pay to the Developer, and the Developer shall be entitled to receive from the City, the amount equal to the actual costs incurred by the Developer, but not to exceed the budgeted
costs, of the Improvement Area #1 Projects paid from the Improvement Area #1 Developer Improvement Account of the Project Fund (the “Reimbursement Amount”) plus interest on the unpaid
balance in accordance with the terms of this Reimbursement Agreement until September 1, 2051 (the "Maturity Date"); provided, however, the principal amount of the Reimbursement Amount
shall not exceed FOUR MILLION ONE HUNDRED FIFTY SEVEN THOUSAND FIFTEEN AND 95/100 DOLLARS ($4,157,015.95). The Reimbursement Amount shall be payable to the Developer solely from: (i)
the Improvement Area #1 Assessment Revenues deposited in the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund and transferred to the Reimbursement Fund as
provided in Article VI of the Series 2021 Improvement Area #1 Bond Indenture; (ii) the net proceeds (after payment of costs of issuance, including the costs paid or incurred by the
City) of one or more series of bonds (the “Future Bonds”) issued by the City and secured by the Improvement Area SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 4 #1 Assessment Revenues; or (iii) a combination of items (i) and (ii) immediately above. The Improvement Area #1 Projects Costs
are authorized by the Act and approved by the City Council and represent the total cost to be assessed against the Assessed Property for the Improvement Area #1 Projects which are eligible
public improvement projects that are being undertaken and financed by the District for the special benefit of the Assessed Property and that upon completion will be dedicated in fee
and accepted by the City. The unpaid Reimbursement Amount shall bear simple interest per annum, on the basis of a 360-day year composed of twelve 30-day months, at the rate of (x)
0.00%, (y) on September 15, 2022 the interest rate shall be reset to 6.73%, and (z) on August 16, 2026 the interest rate shall be reset to 4.50% thereafter until Future Bonds are sold,
if ever. If any portion of the Reimbursement Amount remains unpaid after the City has elected to sell Future Bonds, the interest paid to the Developer shall be the same as the interest
rate on the Future Bonds; provided, however, that such rate shall not exceed 7.50%. The interest rate has been approved by the City Council and is authorized by the Act and was determined
based upon the Bond Buyer Revenue Bond Index published in The Bond Buyer, a daily publication that publishes this interest rate index, which the highest average index rate for tax-exempt
bonds reported in the previous month was 2.50%. The interest rates of 6.73% and 4.50% contained herein comply with Section 372.023 (e)(1) and Section 372.023 (e)(2) of the Act. 5.
The Reimbursement Amount, plus interest, as described above (collectively, the “Unpaid Balance”) is payable to the Developer and secured under this Reimbursement Agreement solely as
described in paragraph 4 above. The Unpaid Balance shall be payable, if funds are available, as set forth in the Construction Funding Agreement. No other City funds, revenue, taxes,
income, or property shall be used even if the Unpaid Balance is not paid in full at Maturity. Notwithstanding its collection efforts, if the City fails to receive all or any part of
the Improvement Area #1 Assessment Revenues and, as a result, is unable to make transfers from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund to the
Reimbursement Fund for payments to the Developer as required under this Reimbursement Agreement, such failure and inability shall not constitute a Failure or Default by the City under
this Reimbursement Agreement. This Reimbursement Agreement and/or any Future Bonds shall not and shall never give rise to or create: a. a charge against the general credit or taxing
powers of the City or any other taxing unit; or b. a debt or other obligation of the City payable from any source of revenue, taxes, income, or properties of the City other than from
the Improvement Area #1 Developer Improvement Account of the Project Fund, the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund or the SHERLEY TRACT PID NO. 2 IA #1 REIMBU
RSEMENT AGREEMENT PAGE 5 Reimbursement Fund as provided in the Series 2021 Improvement Area #1 Bond Indenture
or from the net proceeds of any Future Bonds; or c. any obligation of the City to issue Future Bonds or other obligations; or d. any obligation of the City to pay any amount due or
to become due under this Reimbursement Agreement other than from (i) the Improvement Area #1 Developer Improvement Account of the Project Fund, the Developer Reimbursement Pledged Revenue
Account of the Pledged Revenue Fund or the Reimbursement Fund as provided in the Series 2021 Improvement Area #1 Bond Indenture and this Reimbursement Agreement, or (ii) from the net
proceeds of any Future Bonds. 6. If Future Bonds are issued, the net proceeds of such Future Bonds shall be used, from time to time, first to pay the Unpaid Balance due to the Developer
under this Reimbursement Agreement for the costs of Improvement Area #1 Projects paid from the Improvement Area #1 Developer Improvement Account of the Project Fund and then to pay
all or any portion of any Improvement Area #1 Projects Costs. If, after application of the net proceeds of such Future Bonds, any Improvement Area #1 Projects Costs remain unpaid,
then the Developer shall pay such cost. If, after application of the net proceeds of any Future Bonds, the Unpaid Balance due the Developer remains unpaid, all payments toward the
Unpaid Balance due the Developer shall be paid from (i) amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue
Fund under the Series 2021 Improvement Area #1 Bond Indenture, and (ii) amounts deposited into any funds created for such purpose under any indenture relating to any Future Bonds.
Once the principal amount of all Future Bonds plus all payments paid to the Developer under this Reimbursement Agreement equal the Unpaid Balance, this Reimbursement Agreement shall
terminate. 7. If on the latest of the final maturity date of the Series 2021 Improvement Area #1 Bonds or the Future Bonds, after application of the net proceeds of any Future Bonds,
any portion of the Unpaid Balance remains unpaid, such Unpaid Balance shall be canceled and for all purposes this Reimbursement Agreement shall be deemed to have been conclusively and
irrevocably PAID IN FULL, and such Unpaid Balance shall no longer be deemed to be payable; provided, however, if any Improvement Area #1 Assessment Revenues remain due and payable and
are uncollected on the Maturity Date, such Improvement Area #1 Assessment Revenues, when, as, and if collected after the Maturity Date, shall first be applied to any amounts due in
connection with outstanding Improvement Area #1 Bonds and outstanding Future Bonds and second, paid to the Developer and applied to the Unpaid Balance. SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AG
REEMENT PAGE 6 8. The Developer has the right to convey, transfer, assign, collaterally assign, mortgage,
pledge, or otherwise encumber, in whole or in part without the consent of (but with written notice to) the City, the Developer’s right, title, or interest to payments under this Reimbursement
Agreement (but not performance obligations) including, but not limited to, any right, title, or interest of the Developer in and to payment of the Unpaid Balance, whether such payment
is from (i) amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2021 Improvement Area
#1 Bond Indenture, or (ii) net proceeds of any Future Bonds (any of the foregoing, a “Transfer,” and the person or entity to whom the Transfer is made, a “Transferee”). Notwithstanding
the foregoing, however, no Transfer shall be effective until five days after notice of the Transfer is received by the City. The City may rely on any notice of a Transfer received
from the Developer without obligation to investigate or confirm the validity or occurrence of such Transfer. No conveyance, transfer, assignment, mortgage, pledge or other encumbrance
shall be made by the Developer or any successor or assignee of the Developer that results in the City being an “obligated person” within the meaning of Rule 15c2-12 of the United States
Securities and Exchange Commission without the express written consent of the City. The Developer waives all rights or claims against the City for any such funds provided to a third
party as a result of a Transfer for which the City has received notice, and the Developer’s sole remedy shall be to seek the funds directly from the Transferee. 9. The inability or
failure of the City to issue Future Bonds shall not constitute a Failure or Default under this Reimbursement Agreement. 10. The obligations of the City under this Reimbursement Agreement
are non-recourse and payable only from (i) amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the
Series 2021 Improvement Area #1 Bond Indenture, or (ii) net proceeds of any Future Bonds; and such obligations do not create a debt or other obligation payable from any other City revenues,
taxes, income, or property. None of the City or any of its elected or appointed officials or any of its officers or employees shall incur any liability hereunder to the Developer or
any other party in their individual capacities by reason of this Reimbursement Agreement or their acts or omissions under this Reimbursement Agreement. 11. If the Developer is in compliance
with that certain Sherley Tract Subdivision Improvement Agreement, effective June 9, 2020 (as amended, the “Development Agreement”) and following the City’s inspection and approval
of the Improvement Area #1 Projects in accordance with the provisions of the Construction Funding Agreement and until Future Bonds are issued, if ever, there will be no conditions or
SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT PAGE 7 defenses to the obligation of the City to
use amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2021 Improvement Area #1 Bond
Indenture to pay the Unpaid Balance. 12. If the Developer is in compliance with the Development Agreement, following the City’s inspection and approval of the Improvement Area #1 Projects
and if Future Bonds are issued, there will be no conditions or defenses to the obligation of the City to use the net proceeds of any Future Bonds to pay the Unpaid Balance and to pledge
the Improvement Area #1 Assessment Revenues as security for the Improvement Area #1 Bonds. 13. Nothing in this Reimbursement Agreement is intended to constitute a waiver by the City
of any remedy the City may have outside this Reimbursement Agreement against the Developer, any Transferee, or any other person or entity involved in the design, construction, or installation
of the Improvement Area #1 Projects. The obligations of the Developer hereunder shall be those as a Party hereto and not solely as an owner of property in the District. Nothing herein
shall be constructed, nor is intended, to affect the City’s or the Developer’s rights and duties to perform their respective obligations under other agreements, regulations and ordinances.
14. The City may consider issuing one or more series of Future Bonds to pay the Unpaid Balance; however, the Parties covenant and acknowledge that approval of the issuance of any Future
Bonds by the City Council is a governmental function within the City’s sole discretion. 15. This Reimbursement Agreement is being executed and delivered, and is intended to be performed
in the State of Texas. Except to the extent that the laws of the United States may apply to the terms hereof, the substantive laws of the State of Texas shall govern the validity,
construction, enforcement, and interpretation of this Reimbursement Agreement. In the event of a dispute involving this Reimbursement Agreement, venue for such dispute shall lie in
any court of competent jurisdiction in Collin County, Texas. 16. Any notice required or contemplated by this Reimbursement Agreement shall be deemed given at the addresses shown below:
(i) when delivered by a national company such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person was the named
addressee; or (ii) 72 hours after the notice was deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. Any Party may change its address by delivering
written notice of such change in accordance with this section. To the City: City of Anna, Texas Attn: City Manager SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 8 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy
2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas,
TX 75201 To the Landowner: MM Anna 325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Miklos Cinclair, PLLC
Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 17. If any provision of this Reimbursement Agreement is held invalid by any court, such
holding shall not affect the validity of the remaining provisions, and the remainder of this Reimbursement Agreement shall remain in full force and effect. 18. Failure; Default; Remedies.
a. If either Party fails to perform an obligation imposed on such Party by this Reimbursement Agreement (a “Failure”) and such Failure is not cured after written notice and the expiration
of the cure periods provided in this section, then such Failure shall constitute a “Default.” Upon the occurrence of a Failure by a non-performing Party, the other Party shall notify
the non-performing Party and all Transferees of the non-performing Party in writing specifying in reasonable detail the nature of the Failure. The non-performing Party to whom notice
of a Failure is given shall have at least 30 days from receipt of the notice within which to cure the Failure; however, if the Failure cannot reasonably be cured within 30 days and
the non-performing Party has diligently pursued a cure within such 30-day period and has provided written notice to the other Party that additional time is needed, then the cure period
shall be extended for an additional 30-day period so long as the non-performing Party is diligently pursuing a cure. Any Transferee shall have the right, but not the obligation, to
cure any alleged Failure by the Developer within the same time periods that are provided to the Developer. The election by a Transferee to cure a Failure by the Developer shall constitute
a cure by the Developer but shall not obligate the SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 9 Transferee to be bound by this Reimbursement Agreement unless the Transferee agrees to be bound. b. If the Developer is in Default, the City shall have available all remedies
at law or in equity, provided that no Default by the Developer, however, shall: (1) affect the obligations of the City to use the amounts transferred to the Reimbursement Fund from
the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2021 Improvement Area #1 Bond Indenture and the net proceeds of Future Bonds as provided
in Sections 10, 11, and 12 of this Reimbursement Agreement; or (2) entitle the City to terminate this Reimbursement Agreement. c. If the City is in Default, the Developer’s sole and
exclusive remedies shall be to: (1) seek a writ of mandamus to compel performance by the City; (2) seek specific enforcement of this Reimbursement Agreement; or (3) terminate this Reimbursement
Agreement. 19. To the extent there is a conflict between this Reimbursement Agreement and the Series 2021 Improvement Area #1 Bond Indenture, the Series 2021 Improvement Area #1 Bond
Indenture shall control as the provisions relate to the proceeds of the Improvement Area #1 Bonds. To the extent there is a conflict between this Reimbursement Agreement and the Construction
Funding Agreement, the Construction Funding Agreement shall control. To the extent there is a conflict between this Reimbursement Agreement and the Development Agreement, the Reimbursement
Agreement shall control. 20. The failure by a Party to insist upon the strict performance of any provision of this Reimbursement Agreement by the other Party, or the failure by a Party
to exercise its rights upon a Default by the other Party shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Party with the provisions
of this Reimbursement Agreement. 21. The City does not waive or surrender any of its governmental powers, immunities, or rights except to the extent permitted by law and necessary to
allow the Developer to enforce its remedies under this Reimbursement Agreement. 22. Nothing in this Reimbursement Agreement, expressed or implied, is intended to or shall be construed
to confer upon or to give to any person or entity other than the City and the Developer any rights, remedies, or claims under or by reason of this Reimbursement Agreement, and all covenants,
conditions, promises, and agreements in this Reimbursement Agreement shall be for the sole and exclusive benefit of the City and the Developer. 23. This Reimbursement Agreement may
be amended only by written agreement of the Parties. SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 10 24. This Reimbursement Agreement may be executed in counterparts, each of which shall be deemed an original. 25. The City shall have the right, during normal business hours
and upon three business days’ prior written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer with
respect to any of the Improvement Area #1 Projects. For a period of two years after completion of the Improvement Area #1 Projects, the Developer shall maintain proper books of record
and account for the construction of the Improvement Area #1 Projects and all costs related thereto. Such accounting books shall be maintained in accordance with customary real estate
accounting principles. 26. The Parties agree that at any time after the execution of this Reimbursement Agreement, they will, upon request of another Party, execute and deliver such
further documents and do such further acts and things as the other Party may reasonably request in order to effectuate the terms of this Reimbursement Agreement. This provision shall
not be construed as limiting or otherwise hindering the legislative discretion of the City Council seated at the time that this Reimbursement Agreement is executed or any future City
Council. 27. The Developer hereby verifies that the Developer and its parent companies, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and,
to the extent this Reimbursement Agreement is a contract for goods or services, will not boycott Israel during the term of this Reimbursement Agreement. The foregoing verification is
made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal law. As used in the foregoing verification,
‘boycott Israel’ means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial
relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business
purposes. The Developer understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Developer and exists to make a profit. 28. The
Developer hereby represents that neither the Developer nor any of its parent companies, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list
prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such
officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/doc
s/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government SHERLEY TRACT PID NO. 2 IA #1 REIMBURSEMENT AGREEMENT
PAGE 11 Code, and to the extent such Section does not contravene applicable State or Federal law and excludes the Developer and each of its
parent company, wholly- or majorityowned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions
regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Developer understands “affiliate” to mean any entity that controls,
is controlled by, or is under common control with the Developer and exists to make a profit. [Signature pages to follow] July 27, 2021
Sherley Tract PID No. 2 MIA CFA 7.11.21 clean (E).pdf Microsoft Word - Sherley Tract PID No. 2 MIA CFA 7.11.21 clean
SHERLEY TRACT PID NO. 2 IA #1 CFA Page 1 SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT This SHERLEY TRACT
PUBLIC IMPROVEMENT DISTRICT NO. 2 MAJOR IMPROVEMENT AREA CONSTRUCTION, FUNDING AND ACQUISITION AGREEMENT (this “Agreement”), dated as of July 27, 2021 is by and between the CITY OF
ANNA, TEXAS, a home-rule municipality of the State of Texas (the “City”), and MM ANNA 325, LLC, a Texas limited liability company, (the “Developer”). The Developer and the City are
sometimes individually referred to as a “Party” and collectively as the “Parties.” ARTICLE I DEFINITIONS The following terms shall have the meanings ascribed to them in this Article
I for purposes of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the Indenture (as hereinafter
defined). “Act” means the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended. “Actual Costs” means, with respect to each Major Improvement
Area Project, the costs of the Major Improvement Area Project actually paid or incurred for construction and installation of the Major Improvement Area Project. “Administrator” means,
initially, P3Works, LLC, or any other individual or entity designated by the City to administer the District. “Annual Service Plan Update” means the annual update to the Service and
Assessment Plan conducted by the Administrator pursuant to the Service and Assessment Plan. “Authorized Improvements” means the improvements authorized by Section 372.003 of the Act,
including those listed in Section III of the Service and Assessment Plan. An individual Authorized Improvement, including a completed segment or part, shall be referred to as an Authorized
Improvement. “Bond Ordinance” means the ordinance adopted by the City Council on July 27, 2021 authorizing the issuance of the Bonds pursuant to the Indenture. “Bonds” means the City’s
bonds designated “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major Improvement Area Project)”. SHERLEY TRACT PID NO. 2 IA #1
CFA Page 2 “Budgeted Costs” means the anticipated, agreed upon costs of the Major Improvement Area Projects as shown in the Service and Assessment Plan. “Certification for Payment”
means a certificate, substantially in the form of Exhibit B hereto or otherwise agreed to by the Developer, the Administrator and the City Representative, executed by the Developer
and approved by the City Representative, provided each month to the City Representative and the Trustee, specifying the amount of work performed and the amount charged for that work,
including materials and labor costs, presented to the Trustee to request payment from the Major Improvement Area Bond Improvement Account or the Major Improvement Area Developer Improvement
Account of the Project Fund, as applicable, for Actual Costs of Major Improvement Area Projects under the Indenture. “City Inspector” means an individual employed by or an agent
of the City whose job is, in part or in whole, to inspect infrastructure to be owned by the City for compliance with all rules and regulations applicable to the development and the
infrastructure inspected. “City Manager” means the City Manager of the City, or its designee. “City Representative” means that official or agent of the City authorized by the City
Council to undertake the action referenced herein. As of the date hereof, the City Manager, and/or its designees are the authorized City Representatives. “Closing Disbursement Request”
means the certificate, substantially in the form of Exhibit A hereto or otherwise mutually agreed to by the Developer, Administrator and City Representative, executed by an engineer,
construction manager or other person or entity acceptable to the City, as evidenced by the signature of a City Representative (as defined in the Indenture), specifying the amounts to
be disbursed for the costs related to the creation of the District and the costs of issuance of the Bonds. “Construction Contracts” means the contracts for the construction of a
Major Improvement Area Project. “Construction Contract” means any one of the Construction Contracts. “Cost” means the Budgeted Costs or the cost of a Major Improvement Area Project
as reflected in a Construction Contract, if greater than the Budgeted Costs. “Cost of Issuance Account of the Project Fund” means the account of such name in the Project Fund created
under Section 6.1 of the Indenture. “Cost Overrun” means, with respect to each Major Improvement Area Project, the Actual Cost of such Major Improvement Area Project in excess of the
Budgeted Cost. “Development Agreement” means that certain Sherley Tract Subdivision Improvement Agreement executed by and between the City, BFB ANA 40 Acres, LLC, and the Developer,
SHERLEY TRACT PID NO. 2 IA #1 CFA Page 3 effective as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement executed by and
between the City and the Developer, effective July 14, 2020, and as may be amended. “ District” shall mean the Sherley Tract Public Improvement District No. 2 established by the City
of Anna, Texas. “Final Completion” means completion of a Major Improvement Area Project in compliance with existing City standards for dedication under the City’s ordinances and the
Development Agreement. “Force Majeure” means events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have
been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. “Indenture” means that certain Indenture of Trust between the City and Regions
Bank, Houston, Texas, as trustee, dated as of August 1, 2021 relating to the Bonds. “Improvement Area” means specifically defined and designated portions of the District that are developed
in phases, including Major Improvement Area. “Major Improvement Area” means that portion of the District generally described in Section II of the Service and Assessment Plan and generally
shown in Exhibit A-3 to the Service and Assessment Plan and as specifically described in Exhibit L-3 to the Service and Assessment Plan. “Major Improvement Area Bond Improvement Account”
means the account of such name in the Project Fund created under Section 6.1 of the Indenture. “Major Improvement Area Projects” means means the pro rata portion of the Major Improvements
allocable to the Major Improvement Area. “Major Improvements” means the Authorized Improvements that confer special benefit to the entire District, and as further described in Section
III.A and depicted on Exhibit G-2 to the Service and Assessment Plan. “Plans” means the plans, specifications, schedules and related construction contracts for the Major Improvement
Area Projects, respectively, approved pursuant to the applicable standards, ordinances, procedures, policies and directives of the City, the Development Agreement, and any other applicable
governmental entity. “Project Fund” means the fund, including the accounts created and established under such fund, where monies from the proceeds of the sale of the Bonds and funds
received from the Developer, excluding those deposited in other funds in accordance with the Indenture, shall be deposited, and the fund by such name created under the Indenture. SHERLEY TRACT PID N
O. 2 IA #1 CFA Page 4 “Service and Assessment Plan” means Sherley Tract Public Improvement District No. 2 Service and Assessment Plan adopted on July 27, 2021 by the City Council,
prepared pursuant to the Act, as amended and updated from time to time. ARTICLE II RECITALS Section 2.01. The District and the Major Improvement Area Projects. (a) The City has created
the District under the Act for the financing of, among other things, the acquisition, construction and installation of the Major Improvement Area Projects. (b) The City has authorized
the issuance of the Bonds in accordance with the provisions of the Act, the Bond Ordinance and the Indenture, a portion of the proceeds of which shall be used, in part, to finance all
or a portion of the Major Improvement Area Projects in accordance with the terms and limitations of the Development Agreement and the Service and Assessment Plan. (c) All Major Improvement
Area Projects are eligible to be financed with proceeds of the Bonds to the extent specified in the Indenture and the Service and Assessment Plan. (d) The proceeds from the issuance
and sale of the Bonds and funds received from the Developer currently with the closing of the Bonds shall be deposited in accordance with the Indenture. (e) The Developer will perform
or cause to be performed the engineering, construction and development of the Major Improvement Area Projects for acquisition and acceptance by the City. Section 2.02. Agreements.
In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City
and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein. ARTICLE III FUNDING Section 3.01.
Bonds. (a) The City, in connection with this Agreement, is proceeding with the issuance and delivery of the Bonds. (b) Subject to the Cost Overrun provisions set forth in the Development
Agreement and Section 4.04 of this Agreement, the Bonds will finance all or a portion of the Actual Costs of the Major Improvement Area Projects as provided for in the Service and Assessment
Plan, as may be updated or amended. The payment of costs from the proceeds of the Bonds for such Major SHERLEY TRACT PID NO. 2 IA #1 CFA Page 5 Improvement Area Projects shall
be made from the Major Improvement Area Bond Improvement Account and Major Improvement Area Developer Improvement Account of the Project Fund established under the Indenture, as applicable.
(c) The City’s obligation with respect to the payment of the Major Improvement Area Projects shall be limited to the Budgeted Costs and shall be payable solely from amounts on deposit
for the payment of such costs as provided herein and in the Indenture. The Developer agrees and acknowledges that it is responsible for all Cost Overruns, Actual Costs and all expenses
related to the Major Improvement Area Projects, qualified, however, by the distribution of Cost Underrun (as defined in Section 4.04 hereof) monies, as detailed in Section 4.04. (d)
The City shall have no responsibility whatsoever to the Developer with respect to the investment of any funds held in the Project Fund by the Trustee under the provisions of the Indenture,
including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Project Fund
to pay the Costs of the Major Improvement Area Projects in the District, including the Developer to the extent it owns any real property in the District. The obligation of a property
owner in the District to pay Assessments is not in any way dependent on the availability of amounts in the Project Fund to pay for all or any portion of the Costs of the Major Improvement
Area Projects. (e) The Developer acknowledges that any lack of availability of amounts in the funds or accounts established in the Indenture to pay the Costs of the Major Improvement
Area Projects shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for the Major Improvement Area Projects required by this
Agreement, the Development Agreement, or any other agreement to which the Developer is a party or any governmental approval to which the Developer or any land within the District is
subject. (f) The Developer acknowledges that some funds may not be immediately available for reimbursement for Actual Costs of the Major Improvement Area Projects submitted and approved
with an approved Certification for Payment. Both parties acknowledge that these remaining amounts will be disbursed, to the extent of available monies in the Project Fund under the
terms of the Indenture, as money is deposited into the Project Fund for the payment of such costs. Both Parties acknowledge that the availability of funds in the Project Fund does
not relieve the Developer from its responsibility to construct or ensure the construction of the Major Improvement Area Projects in accordance with the Development Agreement, the Service
and Assessment Plan, and this Agreement. Section 3.02. Disbursements and Transfers at Bond Closing. (a) The City and the Developer agree that from the proceeds of the Bonds and upon
the presentation of evidence satisfactory to the Administrator, the City will cause the Trustee to pay at closing of the Bonds from the Costs of Issuance Account of the Project Fund
and/or the Major Improvement Area Bond Improvement Account of the Project Fund, an amount not to exceed the amount set forth in the Indenture to the persons entitled to the payment
for costs of SHERLEY TRACT PID NO. 2 IA #1 CFA Page 6 issuance and payment of costs incurred in the establishment, administration, and operation of the District as of the delivery
of the Bonds, as described in the Service and Assessment Plan, as may be updated and amended. Section 3.03 Accounts. In addition to the Costs of Issuance Account, there shall be two
subaccounts, the Major Improvement Area Bond Improvement Account and the Major Improvement Area Developer Improvement Account, in the Project Fund administered by the Trustee at the
direction of the City Representative: (a) The Major Improvement Area Bond Improvement Account of the Project Fund. Certain proceeds from the issuance and sale of the Bonds attributable
to the Major Improvement Area Projects shall be deposited into the Major Improvement Area Bond Improvement Account of the Project Fund in the amount shown in the Indenture. (b) The
Major Improvement Area Developer Improvement Account of the Project Fund. On the Closing Date and pursuant to the terms of the Indenture the Developer shall make an initial deposit
to the Major Improvement Area Developer Improvement Account of the Project Fund in the amount shown in the Indenture. Section 3.04. Security for the Major Improvement Area Projects.
Prior to completion and conveyance to the City of a Major Improvement Area Project, including a segment, section, or portion thereof, the Developer or the Developer’s contractor shall
provide to the City a maintenance bond, which maintenance bond shall be for a term of two years from the date of final acceptance of the Major Improvement Area Project. Any surety
company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that the City, through the City attorney, shall retain
the right to reject any surety company as a surety for any work hereunder regardless of such company’s authorization to do business in Texas. Approvals by the City shall not be unreasonably
withheld or delayed. The Developer shall construct or cause to be constructed the Major Improvement Area Projects in accordance with the City’s established ordinances, regulations,
policies, procedures, specifications, and the Development Agreement. Prior to City accepting any Major Improvement Area Project and/or approving a final disbursement for a Major Improvement
Area Project, the Developer shall provide an “all bills paid/no liens” affidavit, in the form provided by the City and shall also provide such supporting documentation as required by
the City, that affirms that all invoices and bills, other than statutory ten percent (10%) retainage, were paid for the Major Improvement Area Project. Section 3.05 Disbursements,
Generally. All disbursements from the Project Fund shall be made in accordance with the provisions of the Development Agreement, the Service and Assessment Plan, this Agreement, and
the Indenture. ARTICLE IV DEDICATION OF LAND AND CONSTRUCTION OF MAJOR IMPROVEMENT AREA PROJECTS SHERLEY TRACT PID NO. 2 IA #1 CFA Page 7 Section 4.01. Duty of Developer to Construct.
(a) All Major Improvement Area Projects shall be constructed by or at the direction of the Developer in accordance with the Plans and in accordance with this Agreement and the Development
Agreement. The Developer shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted, all operations with respect to the construction
of Major Improvement Area Projects in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing
their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer
shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition,
construction and installation of all Major Improvement Area Projects, to be acquired and accepted by the City from the Developer as provided in this Agreement and the Development Agreement.
(b) The Developer shall not be relieved of its obligation to construct or cause to be constructed each Major Improvement Area Project and, upon completion, inspection, and acceptance,
convey each such Major Improvement Area Project to the City in accordance with the terms hereof, even if there are insufficient funds in the Project Fund to pay the Actual Costs thereof.
In any event, this Agreement shall not affect any obligation of the Developer under any other agreement to which the Developer is a party or any governmental approval to which the
Developer or any land within the District is subject, with respect to the Major Improvement Area Projects required in connection with the development of the land within the District.
Section 4.02. No Competitive Bidding. The Major Improvement Area Projects shall not require competitive bidding pursuant to Sections 252.022(a)(9) and 252.022(a)(11) of the Texas
Local Government Code, as amended, based upon current cost estimates. Section 4.03. Independent Contractor. In performing this Agreement, the Developer is an independent contractor
and not the agent or employee of the City with respect to the Major Improvement Area Projects. Section 4.04. Remaining Funds After Completion of a Major Improvement Area Project.
Upon the Final Completion of a Major Improvement Area Project (or its completed segment or phase thereof) and payment of all outstanding invoices for such Major Improvement Area Project
(or its completed segment or phase thereof), if the Actual Cost of such Major Improvement Area Project is less than the Budgeted Cost (a “Cost Underrun”), any remaining Budgeted Cost
may be made available to pay Cost Overruns on any other Major Improvement Area Project (or its completed segment or phase thereof) with the approval of the City Manager and provided
that all Major Improvement Area Projects as set forth in the Service and Assessment Plan are undertaken at least in part. The elimination of a category of Major Improvement Area Projects
in the Service SHERLEY TRACT PID NO. 2 IA #1 CFA Page 8 and Assessment Plan will require an amendment to the Service and Assessment Plan. Prior to completion of all of the Major
Improvement Area Projects within an improvement category, as listed in the Service and Assessment Plan and the applicable PID phase, ten percent (10%) of funds available from an improvement
category may be used as Cost Underruns and applied to another improvement category. If, upon completion of the Major Improvement Area Projects in any improvement category, there are
funds remaining in any improvement categories, those funds can then be used to reimburse the Developer for any qualifying costs of the Major Improvement Area Projects that have not
been previously paid. Section 4.05. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (herein referred
to as “Change Orders”) required for the construction of the Major Improvement Area Projects. Developer or its contractors may approve and implement any Change Orders, even if such
Change Order would increase the Cost of a Major Improvement Area Project, but the Developer shall be solely responsible for payment of any Cost Overruns resulting from such Change Orders
except to the extent amounts are available pursuant to Section 4.04. If any Change Order is for work that requires changes to be made by an engineer to the construction and design documents
and plans previously approved under Section 4.01, then such revisions made by an engineer must be submitted to the City for approval by the City’s engineer prior to execution of the
Change Order. ARTICLE V ACQUISITION, CONSTRUCTION, AND PAYMENT Section 5.01. Closing Disbursement Request. In order to receive the disbursement from the Project Fund at closing
of the Bonds described in Section 3.02, the Developer shall cause to be delivered to the Trustee at Closing a Closing Disbursement Request, substantially in the form of Exhibit A hereto
or otherwise acceptable and agreed to by the Developer, Administrator, and the City Representative for the disbursements described in Section 3.02. Section 5.02. Certification for
Payment for a Major Improvement Area Project. (a) No payment hereunder shall be made from the Project Fund to the Developer for work on a Major Improvement Area Project until a monthly
Certification for Payment is received from the Developer for work with respect to a Major Improvement Area Project (or its completed segment or phase thereof). Upon receipt of a Certification
for Payment substantially in the form of Exhibit B hereto (and all accompanying documentation executed by the City) from the Developer, the City Inspector shall conduct a review in
order to confirm that such request is complete, that the work with respect to such Major Improvement Area Project identified therein for which payment is requested was completed in
accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the terms of this Agreement, the Development Agreement, and to verify
and approve the Actual Cost of such work specified in such Certification for Payment (collectively, the “Developer Compliance Requirements”), and SHERLEY TRACT PID NO. 2 IA #1 CFA Page 9
shall promptly forward the request to the City Representative. The approval of the Certification for Payment by the City Inspector shall constitute a representation by the City Inspector
to the City and the Trustee that the Developer Compliance Requirements have been satisfied with respect to the Major Improvement Area Projects identified therein; provided, however,
that the approval of the Certification for Payment shall not have the effect of estopping or preventing the City from asserting claims under this Agreement, the Indenture, the Service
and Assessment Plan, or any other agreement between the parties or that there is a defect in a Major Improvement Area Project (as defined in the Indenture). The City Inspector shall
also conduct such review as is required in his discretion to confirm the matters certified in the Certification for Payment. The Developer agrees to cooperate with the City Inspector
in conducting each such review and to provide the City Inspector with such additional information and documentation as is reasonably necessary for the City Inspector to conclude each
such review. (b) Within ten (10) business days of receipt of any Certification for Payment, the City Inspector shall either (i) approve and execute the Certification for Payment and
forward the same to the City Representative for approval and delivery to the Trustee for payment to the Developer in accordance with Section 5.03(a) hereof or (ii) in the event the
City Inspector disapproves the Certification for Payment, give written notification to the Developer of the City Inspector’s disapproval, in whole or in part, of such Certification
for Payment, specifying the reasons for such disapproval and the additional requirements to be satisfied for approval of such Certification for Payment. If a Certification for Payment
seeking reimbursement is approved only in part, the City Inspector shall specify the extent to which the Certification for Payment is approved and shall deliver such partially approved
Certification for Payment to the City Representative for approval in accordance with Section 5.03 hereof and delivery to the Trustee for payment to the Developer in accordance with
Section 5.02(d) hereof, and any such partial work shall be processed for payment under Section 5.03 notwithstanding such partial denial. (c) If the City Inspector fails to act with
respect to a Certification for Payment within the time period therein provided, the Developer shall submit the Certification for Payment directly to the City Representative for approval.
Within five (5) business days of receipt of any Certification for Payment, the City Representative shall approve or deny the Certification for Payment and provide notice to the Administrator
and the Developer. Upon approval of a Certification for Payment, the approval shall be forwarded to the Trustee for payment, and delivery to the Developer in accordance with Section
5.03 hereof. The approval of the Certification for Payment by the City Representative shall constitute a representation by the City Representative to the Trustee of the Developer’s
compliance therein. Pursuant to the terms of Section 5.03 and the Indenture, the Trustee shall make a payment to the Developer, or pursuant to the Developer’s directions, of an approved
Certification for Payment. (d) If the City requires additional documentation, timely disapproves or questions the correctness or authenticity of the Certification for Payment, the
City shall deliver a detailed notice SHERLEY TRACT PID NO. 2 IA #1 CFA Page 10 to the Developer within ten (10) business days of receipt thereof, then payment with respect to disputed
portion(s) of the Certification for Payment shall not be made until the Developer and the City have jointly settled such dispute or additional information has been provided to the City’s
reasonable satisfaction. The denial may be appealed to the City Council by the Developer in writing within thirty (30) days of being denied by the City Representative. Denial of the
Certification for Payment by the City Council shall be attempted to be resolved by half-day mediation between the Parties in the event an agreement is not otherwise reached by the Parties,
with the mediator’s fee being paid by Developer. The portion of the Certification for Payment in dispute shall not be forwarded to the Trustee for payment until the dispute is resolved
by the City and the Developer. (e) The Developer shall deliver the approved or partially approved Certification for Payment to the Trustee for payment and the Trustee shall make such
payment from the Project Fund in accordance with Section 5.03 below. Section 5.03. Payment for a Major Improvement Area Project. (a) Upon receipt of a reviewed and approved Certification
for Payment, the Trustee shall make payment for the Actual Costs of Major Improvement Area Projects from the Major Improvement Area Bond Improvement Account and the Major Improvement
Area Developer Improvement Account of the Project Fund in the manner described in Section 5.03(b) below. Such payments shall be as further designated in the Certification for Payment
pursuant to the terms of the Certification for Payment and the Indenture in an amount not to exceed the Budgeted Cost for the particular Major Improvement Area Project (or its completed
segment), unless a Cost Overrun amount has been approved for a particular Major Improvement Area Project. If a Cost Overrun amount has been approved, then the amount reimbursed shall
not exceed the Budgeted Amount plus the approved Cost Overrun amount. (b) The Trustee shall pay Actual Costs of the Major Improvement Area Projects, first, from funds in the Major
Improvement Area Bond Improvement Account until such Account is depleted, and thereafter from funds on deposit in the Major Improvement Area Developer Improvement Account. In the event
of any conflict between this provision and Section 6.5 of the Indenture, Section 6.5 of the Indenture shall control. (c) Approved Certifications for Payment that await reimbursement
shall not accrue interest. (d) Notwithstanding any other provisions of this Agreement, when payment is made, the Trustee shall make payment directly to the person or entity specified
by the Developer in an approved Certification for Payment, including: (1) a general contractor or supplier of materials or services or jointly to the Developer (or any permitted assignee
of the Developer) and the general contractor or supplier of materials or services, as indicated in an approved Certification for Payment; (2) to the Developer or any assignee of the
Developer if an unconditional lien release SHERLEY TRACT PID NO. 2 IA #1 CFA Page 11 related to the items referenced in the Certification for Payment is attached to such Certification
for Payment; and (3) to the Developer, or to the third party contractor directly, at Developer’s request as specified in the Certification for Payment, in the event the Developer provides
a general contractor’s or suppliers of materials unconditional lien release for a portion of the work covered by a Developer or any assignee of the Developer to the extent of such lien
release. Neither the Trustee, nor the City, City Council, City Manager, or City Representative shall have any liability for relying on the accuracy of the payee information in any
Certification for Payment as presented by the Developer or its assignees. (e) Withholding Payments. Nothing in this Agreement shall be deemed to prohibit the Developer or the City from
contesting in good faith the validity or amount of any mechanic’s or materialman’s lien and/or judgment nor limit the remedies available to the Developer or the City with respect thereto,
including the withholding of any payment that may be associated with the exercise of such remedy, so long as such delay in performance shall not subject the Major Improvement Area Project
to foreclosure, forfeiture, or sale. ARTICLE VI OWNERSHIP AND TRANSFER OF MAJOR IMPROVEMENT AREA PROJECTS Section 6.01. Major Improvement Area Projects to be Owned by the City–
Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to a Major Improvement Area Project to be acquired and accepted by the City
from the Developer and not previously dedicated or otherwise conveyed to the City, for review and approval at least thirty (30) calendar days prior to the transfer of title of a Major
Improvement Area Project to the City. The City shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment of the City, could materially
affect the City’s clean title or use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary
title report, the City shall not be obligated to accept title to the Major Improvement Area Project until the Developer has cured such objections to title to the satisfaction of the
City. Section 6.02. Major Improvement Area Project Constructed on City Land or Developer Land. If a Major Improvement Area Project is on land owned by the City, the City hereby grants
to the Developer, where applicable, a temporary easement to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Major
Improvement Area Project. The provisions for inspection and acceptance of such Major Improvement Area Project otherwise provided herein shall apply. If the Major Improvement Area
Project is on land owned by the Developer, the Developer hereby grants to the City an easement to enter upon such land for purposes related to inspection and maintenance (pending acquisition
SHERLEY TRACT PID NO. 2 IA #1 CFA Page 12 and acceptance) of the Major Improvement Area Project. The provisions for inspection and acceptance of such Major Improvement Area Project
otherwise provided herein and in the Development Agreement shall apply. ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 7.01. Representations, Covenants and Warranties
of the Developer. The Developer represents and warrants for the benefit of the City as follows: (a) Organization. The Developer is a limited liability company duly formed, organized
and validly existing under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and
to fulfill its obligations in this Agreement and to carry on its business in the State of Texas as now being conducted as hereby contemplated. (b) Developer Authority; Representations.
The Developer has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement
has been duly and validly executed and delivered by the Developer. The Developer has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations
under this Agreement. The person executing this Agreement on behalf of the Developer has been duly authorized to do so. This Agreement is binding upon the Developer in accordance
with its terms. The execution of this Agreement and the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of default by the Developer
under any other agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. (c) Binding Obligation. This Agreement is a legal, valid and binding
obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. (d) Compliance with Law. The Developer
shall not commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the District or the Major Improvement Area Projects in violation of any law, ordinance,
rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District or the Major Improvement Area
Projects. (e) Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Project Fund for the acquisition, construction or installation
of any improvements that are not part of the Major Improvement Area Projects, and (ii) it will diligently follow all procedures set forth in this Agreement with respect to the Certification
for Payments. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 13 (f) Financial Records. For a period of two years after completion of the Major Improvement Area Projects, the Developer
covenants to maintain proper books of record and account for the construction of the Major Improvement Area Projects and all Costs related thereto. Such accounting books shall be maintained
in accordance with generally accepted accounting principles and shall be available for inspection by the City or its agents at any reasonable time during regular business hours on reasonable
notice. (g) Plans. The Developer represents that it has obtained or will obtain approval of the Plans from all appropriate departments of the City and from any other public entity
or public utility from which such approval must be obtained. The Developer further agrees that, subject to the terms hereof, the Major Improvement Area Projects have been or will be
constructed in full compliance with such Plans and any change orders thereto consistent with the Act, this Agreement and the Development Agreement. Developer shall provide as-built
plans for all Major Improvement Area Projects to the City. (h) Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information
by the initial purchaser of the Bonds, the City Inspector and the City Representative related to the status of construction of Major Improvement Area Projects within the District, the
anticipated completion dates for future improvements and any other matter that the initial purchaser of the Bonds or City Representative deems material to the investment quality of
the Bonds. (i) Continuing Disclosure Agreement. The Developer agrees to provide the information required pursuant to the Continuing Disclosure Agreement executed by the Developer,
the Administrator, and Regions Bank, as Dissemination Agent, dated as August 1, 2021 in connection with the Bonds. (j) Tax Certificate. The City will deliver a certificate relating
to the Bonds (such certificate, as it may be amended and supplemented from time to time, being referred to herein as the “Tax Certificate”) containing covenants and agreements designed
to satisfy the requirements of 26 U.S. Code Sections 103 and 141 through 150, inclusive, and the federal income tax regulations issued thereunder relating to the use of the proceeds
of the Bonds or of any monies, securities or other obligations on deposit to the credit of any of the funds and accounts created by the Indenture or this Agreement or otherwise that
may be deemed to be proceeds of the Bonds within the meaning of 26 U.S. Code Section 148 (collectively, “Bond Proceeds”). The Developer covenants to provide, or cause to be provided,
such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The Developer further covenants that (i) such facts and
estimates will be based on its reasonable expectations on the date of issuance of the Bonds and will be, to the best of the knowledge of the officers of the Developer providing such
facts and estimates, true, correct and complete as of that date, and (ii) the Developer will make reasonable inquires to ensure such truth, correctness and SHERLEY TRACT PID NO. 2 IA #1 CFA Page 14
completeness. The Developer covenants that it will not make, or (to the extent that it exercises control or direction) permit to be made, any use or investment of the Bond Proceeds
(including, but not limited to, the use of the Major Improvement Area Projects) that would cause any of the covenants or agreements of the City contained in the Tax Certificate to be
violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable on the Bonds for federal income tax purposes. (k) City Authority; Representations;
The City represents and warrants to the Developer that (1) the City has the authority to enter into and perform its obligations under this Agreement; (2) the person executing this
Agreement on behalf of the City has been duly authorized to do so; (3) this Agreement is binding upon the City in accordance with its terms; and (4) the execution of this Agreement
and the performance by the City of its obligations under this Agreement do not constitute a breach or event of default by the City under any other agreement, instrument, or order to
which the City is a party or by which the City is bound. Section 7.02. Indemnification and Hold Harmless. (a) THE DEVELOPER SHALL ASSUME THE DEFENSE OF, AND INDEMNIFY AND HOLD HARMLESS
THE CITY INSPECTOR, THE CITY, EMPLOYEES, OFFICIALS, OFFICERS, REPRESENTATIVES AND AGENTS OF THE CITY, AND EACH OF THEM (EACH AN “INDEMNIFIED PARTY”), FROM AND AGAINST ALL ACTIONS, DAMAGES,
CLAIMS, LOSES OR EXPENSE OF EVERY TYPE AND DESCRIPTION TO WHICH THEY MAY BE SUBJECTED OR PUT: (I) BY REASON OF, OR RESULTING FROM THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE
DEVELOPER, (II) THE NEGLIGENT DESIGN, ENGINEERING AND/OR CONSTRUCTION BY THE DEVELOPER OR ANY ARCHITECT, ENGINEER OR CONTRACTOR HIRED BY THE DEVELOPER OF ANY OF THE MAJOR IMPROVEMENT
AREA PROJECTS OR OTHER AUTHORIZED IMPROVEMENTS CONSTRUCTED BY THE DEVELOPER HEREUNDER, (III) THE DEVELOPER’S NONPAYMENT UNDER CONTRACTS BETWEEN THE DEVELOPER AND ITS CONSULTANTS, ENGINEERS,
ADVISORS, CONTRACTORS, SUBCONTRACTORS AND SUPPLIERS IN THE PROVISION OF THE MAJOR IMPROVEMENT AREA PROJECTS OR OTHER AUTHORIZED IMPROVEMENTS CONSTRUCTED BY DEVELOPER, OR (IV) ANY CLAIMS
OF PERSONS EMPLOYED BY THE DEVELOPER OR ITS AGENTS TO CONSTRUCT SUCH PROJECTS, OR (V) ANY CLAIMS AND SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DEVELOPER’S RESPECTIVE PARTNERS,
OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES AND/OR TRUSTEES, REGARDING OR RELATED TO THE MAJOR IMPROVEMENT AREA PROJECTS OR
ANY AGREEMENT OR RESPONSIBILITY REGARDING THE MAJOR IMPROVEMENT AREA PROJECTS , INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE OUT OF THE SOLE OR PARTIAL NEGLIGENCE OF AN
INDEMNIFIED PARTY. NOTWITHSTANDING THE FOREGOING, NO SHERLEY TRACT PID NO. 2 IA #1 CFA Page 15 INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE
DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE DIRECTLY ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ANY INDEMNIFIED PARTY. THE CITY DOES NOT WAIVE ITS DEFENSES
AND IMMUNITIES, WHETHER GOVERNMENTAL, SOVEREIGN, OFFICIAL, OR OTHERWISE, AND NOTHING IN THIS AGREEMENT IS INTENDED TO OR SHALL CONFER ANY RIGHT OR INTEREST IN ANY PERSON NOT A PARTY
HERETO. (b) IN ITS REASONABLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER IN FULFILLING ITS OBLIGATIONS
HEREUNDER TO DEFEND AND INDEMNIFY THE INDEMNIFIED PARTIES, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. THE INDEMNIFIED PARTIES RESERVE THE RIGHT TO PROVIDE A PORTION
OR ALL OF THEIR/ITS OWN DEFENSE, AT THEIR/ITS SOLE COST; HOWEVER, INDEMNIFIED PARTIES ARE UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY AN INDEMNIFIED PARTY IS NOT TO BE
CONSTRUED AS A WAIVER OF DEVELOPER’S OBLIGATION TO DEFEND INDEMNIFIED PARTIES OR AS A WAIVER OF DEVELOPER’S OBLIGATION TO INDEMNIFY INDEMNIFIED PARTIES, PURSUANT TO THIS AGREEMENT.
DEVELOPER SHALL RETAIN CITY-APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF WRITTEN NOTICE FROM AN INDEMNIFIED PARTY THAT IT IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER
THIS AGREEMENT. IF DEVELOPER FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, INDEMNIFIED PARTIES SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND
DEVELOPER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL REASONABLE COSTS INCURRED BY INDEMNIFIED PARTIES. (c) THIS SECTION 7.02 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT. (d) THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND THE EXPRESS NEGLIGENCE
TEST, AND IS VALID AND ENFORCEABLE AGAINST THE DEVELOPER. Section 7.03. Use of Monies by City; Changes to Indenture. The City agrees not to take any action or direct the Trustee to
take any action to expend, disburse or encumber the monies held in the Project Fund and any monies to be transferred thereto for any purpose other than the purposes permitted by the
Indenture. Prior to the acceptance of all the Major Improvement Area Projects, the City agrees not to modify or supplement the Indenture without the approval of the Developer if as
a result or as a consequence of such modification or supplement: (a) the amount of monies that would otherwise have been available under the Indenture for disbursement for the Costs
of the Major Improvement Area Projects is reduced, delayed or deferred, (b) the obligations SHERLEY TRACT PID NO. 2 IA #1 CFA Page 16 or liabilities of the Developer are or may
be substantially increased or otherwise adversely affected in any manner, or (c) the rights of the Developer are or may be modified, limited, restricted or otherwise substantially adversely
affected in any manner. Section 7.04. No Reduction of Assessments. The Developer agrees not to take any action or actions to reduce the total amount of such Assessments to be levied
within the Major Improvement Area as of the effective date of this Agreement. ARTICLE VIII TERMINATION Section 8.01. Mutual Consent. This Agreement may be terminated by the mutual,
written consent of the City and the Developer, in which event the City may either execute contracts for or perform any remaining work related to the Major Improvement Area Projects
not accepted by the City or other appropriate entity and use all or any portion of funds on deposit in the Project Fund or other amounts transferred to the Project Fund under the terms
of the Indenture to pay for same, and the Developer shall have no claim or right to any further payments for the Costs of a Major Improvement Area Project hereunder for any remaining
work, except as otherwise may be provided in such written consent. Section 8.02. City’s Election for Cause. (a) The City, upon notice to Developer and the passage of the cure period
identified in subsection (b) below, may terminate this Agreement, without the consent of the Developer if the Developer shall breach any material covenant or default in the performance
of any material obligation hereunder. (b) If any such event described in Section 8.02(a) occurs, the City shall give written notice of its knowledge of such event to the Developer,
and the Developer agrees to promptly meet and confer with the City Inspector and other appropriate City staff and consultants as to options available to assure timely completion, subject
to the terms of this Agreement, of the Major Improvement Area Projects. Such options may include, but not be limited to, the termination of this Agreement by the City. If the City
elects to terminate this Agreement, the City shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the City to receive
such notice) of the grounds for such termination and allow the Developer a minimum of forty-five (45) days to eliminate or to mitigate to the satisfaction of the City the grounds for
such termination. Such period may be extended, at the sole discretion of the City, if the Developer, to the reasonable satisfaction of the City, is proceeding with diligence to eliminate
or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined reasonably by the City, the Developer has not eliminated or completely
mitigated such grounds to the satisfaction of the City, the City may then terminate this Agreement. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 17 In the event of the termination of
this Agreement, the Developer is entitled to payment for work accepted by the City related to a Major Improvement Area Project only as provided for under the terms of the Indenture
and this Agreement prior to the termination date of this Agreement. Notwithstanding the foregoing, so long as the Developer has breached any material covenant or defaulted in the performance
of any material obligation hereunder, notice of which has been given by the City to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the City
may in its discretion cause the Trustee to cease making payments for the Actual Costs of Major Improvement Area Projects, provided that the Developer shall receive payment of the Actual
Costs of any Major Improvement Area Projects that were accepted by the City at the time of the occurrence of such breach or default by the Developer upon submission of the documents
and compliance with the other applicable requirements of this Agreement, the Indenture, and of the Development Agreement. (c) If this Agreement is terminated by the City for cause,
the City may either execute contracts for or perform any remaining work related to the Major Improvement Area Projects not accepted by the City and use all or any portion of the funds
on deposit in the Project Fund or other amounts transferred to the Project Fund and the Developer shall have no claim or right to any further payments for the Major Improvement Area
Projects hereunder, except as otherwise may be provided upon the mutual written consent of the City and the Developer or as provided for in the Indenture. The City shall have no obligation
to perform any work related to a Major Improvement Area Project or to incur any expense or cost in excess of the remaining balance of the Project Fund. Section 8.03. Termination Upon
Redemption or Defeasance of Bonds. This Agreement will terminate automatically and with no further action by the City or the Developer upon the redemption or defeasance of all outstanding
Bonds issued under the Indenture. Section 8.04. Construction of the Major Improvement Area Projects Upon Termination of this Agreement. Notwithstanding anything to the contrary contained
herein, upon the termination of this Agreement pursuant to this Article VIII, the Developer shall perform its obligations with respect to the Major Improvement Area Projects in accordance
with this Agreement and the Development Agreement. Section 8.05. Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective
obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to Force Majeure, to perform its obligations under
this Agreement, then the obligations affected by the Force Majeure shall be temporarily suspended. Within fifteen (15) business days after the occurrence of a Force Majeure, the Party
claiming the right to temporarily suspend its performance, shall give notice to all the Parties, including a detailed explanation of the Force Majeure and a description of the action
that will be taken to remedy the Force Majeure and resume full performance at the earliest possible time. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 18 ARTICLE IX MISCELLANEOUS Section
9.01. Limited Liability of City. The Developer agrees that any and all obligations of the City arising out of or related to this Agreement are special obligations of the City, and
the City’s obligations to make any payments hereunder are restricted entirely to the moneys, if any, in the Project Fund and from no other source. Neither the City, the City Inspector,
City Representative nor any other City employee, officer, official or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by
reason of their actions hereunder or execution hereof. Section 9.02. Audit. The City Inspector, City Representative or a finance officer of the City shall have the right, during normal
business hours and upon the giving of three business days’ prior written notice to a Developer, to review all books and records of the Developer pertaining to costs and expenses incurred
by the Developer with respect to any of the Major Improvement Area Projects and any bids taken or received for the construction thereof or materials therefor. Section 9.03. Notices.
Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or transmitted
by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within 24 hours after such transmission)
or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas
Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300
Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, TX 75201 To the Landowner: MM Anna
325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 SHERLEY TRACT PID NO. 2 IA #1 CFA Page 19 With a copy to: Miklos Cinclair,
PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any party may change its address or addresses for delivery of notice by delivering
written notice of such change of address to the other party. The City shall advise the Developer of the name and address of any City Inspector who is to receive any notice or other
communication pursuant to this Agreement. Section 9.04. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the
remainder of this Agreement shall be given effect to the fullest extent possible. Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto. Any receivables due under this Agreement may be assigned by the Developer without the consent of, but upon written notice to the
City pursuant to Section 9.03 of this Agreement. The obligations, requirements, or covenants of this Agreement shall be able to be assigned to an affiliate or related entity of the
Developer, or any lien holder on the Property, without prior written consent of the City. The obligations, requirements, or covenants of this Agreement shall not be assigned by the
Developer to a nonaffiliate or non-related entity of the Developer without prior written consent of the City Manager, except pursuant to a collateral assignment to any person or entity
providing construction financing to the Developer for the Developer for a Major Improvement Area Project, provided such person or entity expressly agrees to assume all obligations of
the Developer hereunder if there is a default under such financing and such Person elects to complete the Major Improvement Area Project. No such assignment shall be made by the Developer
or any successor or assignee of the Developer that results in the City being an “obligated person” within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission
without the express written consent of the City. In connection with any consent of the City, the City may condition its consent upon the acceptability of the financial condition of
the proposed assignee, upon the assignee’s express assumption of all obligations of the Developer hereunder and/or upon any other reasonable factor which the City deems relevant in
the circumstances. In any event, any such assignment shall be in writing, shall clearly identify the scope of the rights and/or obligations assigned. The City may assign by a separate
writing certain rights as described in this Agreement and in the Indenture, to the Trustee and the Developer hereby consents to such assignment. Section 9.06. Other Agreements. The
obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the District. Nothing herein shall be construed as affecting the City’s or
the Developer’s rights or duties to perform their respective obligations under other agreements, use regulations, ordinances or subdivision requirements relating to the development
of the lands in the District, including the applicable Construction Contracts and the Development Agreement. To the extent there is a conflict between this Agreement and the Indenture,
the Indenture shall control. To the extent there is a conflict between this Agreement and the Development Agreement, this Agreement shall control. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 20
Section 9.07. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise
its rights upon the default of any other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by such other party with the terms of this
Agreement thereafter. Section 9.08. Merger. No other agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered
hereby that is not in writing and signed by all the parties to this Agreement shall be binding. Section 9.09. Parties in Interest. Nothing in this Agreement, expressed or implied,
is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developer any rights, remedies or claims under or by reason of this
Agreement or any covenants, conditions or stipulations hereof, and all covenants, conditions, promises and agreements in this Agreement contained by or on behalf of the City or the
Developer shall be for the sole and exclusive benefit of the City and the Developer. Section 9.10. Amendment. Except as otherwise provided in Section 9.05, upon agreement by the parties,
this Agreement may be amended, from time to time in a manner consistent with the Act, the Indenture, and the Bond Ordinance by written supplement hereto and executed in counterparts,
each of which shall be deemed an original. Section 9.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 9.12. Effective
Date. This Agreement has been dated as of the date first above written solely for the purpose of convenience of reference and shall become effective upon its execution and delivery,
on the Closing Date of the Bonds, by the parties hereto. All representations and warranties set forth therein shall be deemed to have been made on the Closing Date of the Bonds. Section
9.13 No Waiver of Powers or Immunity. The City does not waive or surrender any of its governmental powers, immunities, or rights except as necessary to allow Developer to enforce its
remedies under this Agreement. Section 9.14 Anti-Boycott Verification. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing
verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing
verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm
on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action
made for ordinary business purposes. The Developer understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Developer and exists
to make a profit. SHERLEY TRACT PID NO. 2 IA #1 CFA Page 21 Section 9.15 Iran, Sudan and Foreign Terrorist Organizations. Pursuant to Subchapter F, Chapter 2252, Texas Government
Code, the Developer represents that neither the Developer, nor any parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Developer is a company identified
on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following
pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/ docs/iran-list.pdf, or https://comptroller.texas.gov
/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene
applicable state or federal law and excludes the Developer gent and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the Developer, if any, that
the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any state or federal sanctions regime relating
to a foreign terrorist organization. The Developer understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Developer and exists
to make a profit. [Execution pages follow.] July 27, 2021 Exhibit A FORM OF CLOSING DISBURSEMENT REQUEST The undersigned is an agent for MM Anna 325, LLC, (the “Developer”) and
requests payment from: [the Costs of Issuance Account of the Project Fund][the Major Improvement Area Bond Improvement Account of the Project Fund] from Regions Bank, Houston, Texas,
(the “Trustee”) in the amount of _________________DOLLARS ($__________) for costs incurred in the establishment, administration, and operation of the Sherley Tract Public Improvement
District No. 2 (the “District”), as follows: Closing Costs Description Cost PID Allocated Cost TOTAL Unless otherwise defined, any capitalized terms used herein shall have the
meanings ascribed to them in the Sherley Tract Public Improvement District No. 2 Major Improvement Area Construction, Funding, and Acquisition Agreement between the Developer and the
City, dated as of July 27, 2021 (the “CFA Agreement”). In connection to the above referenced payments, the Developer represents and warrants to the City as follows: 1. The undersigned
is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer, and is knowledgeable as to the matters set forth
herein. 2. The payment requested for the above referenced establishment, administration, and operation of the District at the time of the delivery of the Bonds has not been the subject
of any prior payment request submitted to the City. 3. The amount listed for the below itemized costs is a true and accurate representation of the Actual Costs incurred by Developer
with the establishment of the District at the time of the delivery of the Bonds, and such costs are in compliance with and within the costs as set forth in the Service and Assessment
Plan. 4. The Developer is in compliance with the terms and provisions of the CFA Agreement, the Indenture, and the Service and Assessment Plan. 5. All conditions set forth in the Indenture
for the payment hereby requested have been satisfied. 6. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide
additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested hereunder shall be made as directed below: a. X amount to
Person or Account Y for Z goods or services. b. Payment Instructions I hereby declare that the above representations and warranties are true and correct. DEVELOPER: MM Anna
325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware
limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager APPROVAL OF REQUEST The City is
in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the
Closing Disbursement Request, the City approves the Closing Disbursement Request and authorizes and directs payment of such amounts by Trustee from the accounts listed below to the
Developer or other person designated by the Developer. The City’s approval of the Closing Disbursement Request shall not have the effect of estopping or preventing the City from asserting
claims under the CFA Agreement, the Indenture, the Service and Assessment Plan, any other agreement between the parties or that there is a defect in a Major Improvement Area Project
(as defined in the Indenture). Closing Costs Amount to be Paid by Trustee from Costs of Issuance Account Amount to be paid by Trustee from Major Improvement Area Bond Improvement Account
$____________ $____________ $____________ CITY OF ANNA, TEXAS By: Name: ______ Title: ___ Date: _____________________ Exhibit B CERTIFICATION FOR
PAYMENT FORM – MAJOR IMPROVEMENT AREA PROJECT Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Sherley Tract Public Improvement
District No. 2 Major Improvement Area Construction, Funding and Acquisition Agreement between the Developer and the City, dated as of July 27, 2021 (the “CFA Agreement”). The undersigned
is an agent for MM Anna 325, LLC, a Texas limited liability company (the “Developer”) and requests payment to the Developer (or to the person designated by the Developer) from: _____
the Major Improvement Area Bond Improvement Account of the Project Fund _____ the Major Improvement Area Developer Improvement Account of the Project Fund from Regions Bank, Houston,
Texas, (the “Trustee”), in the amount of_______________________ ($_____________) for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction
of certain Major Improvement Area Projects providing a special benefit to property within the Sherley Tract Public Improvement District No. 2. In connection with the above referenced
payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certification for
Payment Form on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. The itemized payment requested for the below referenced Major Improvement Area Projects
has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The itemized
amounts listed for the Major Improvement Area Projects below is a true and accurate representation of the Actual Costs of the Major Improvement Area Projects associated with the creation,
acquisition, or construction of said Major Improvement Area Projects and such costs (i) are in compliance with the CFA Agreement, and (ii) are consistent with and within the cost identified
for such Major Improvement Area Projects as set forth in the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the CFA Agreement, the Indenture,
and the Service and Assessment Plan. 5. All conditions set forth in the Indenture and the CFA Agreement for the payment hereby requested have been satisfied. 6. The work with respect
to Major Improvement Area Projects referenced below (or its completed segment) has been completed, and the City has inspected such Major Improvement Area Projects (or its completed
segment). 7. The Developer agrees to cooperate with the City in conducting its review of the requested payment and agrees to provide additional information and documentation as is reasonably
necessary for the City to complete said review. Payments requested are as follows: Payee / Description of Major Improvement Area Projects Total Cost of Major Improveme nt Area Projects
Budgeted Cost of Major Improvement Area Projects Amount requested to be paid from the Major Improvement Area Bond Improvement Account Amount requested to be paid from the Major Improvement
Area Developer Improvement Account Total amount disbursed from the Major Improvement Area Bond Improvement Account upon payment of sums under this Payment Certificate Total amount disbursed
from the Major Improvement Area Developer Improvement Account upon payment of sums under this Payment Certificate Attached hereto are receipts, purchase orders, change
orders, and similar instruments which support and validate the above requested payments. Also attached hereto are “bills paid” affidavits and supporting documentation in the standard
form for City construction projects. Pursuant to the CFA Agreement, after receiving this payment request, the City has inspected the Major Improvement Area Projects (or completed segment)
and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws, rules, and regulations. Payments requested hereunder shall be
made as directed below: a. X amount to Person or Account Y for Z goods or services. b. Payment instructions I hereby declare that the above representations and warranties are true and
correct. DEVELOPER: MM Anna 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager
By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: ______________________________ Name: Mehrdad Moayedi Its: Manager
APPROVAL OF REQUEST The City is in receipt of the attached Certification for Payment, acknowledges the Certification for Payment, and finds the Certification for Payment to be in
order. After reviewing the Certification for Payment, the City approves the Certification for Payment and authorizes and directs payment of the amounts set forth below by Trustee from
the Project Fund to the Developer or other person designated by the Developer as listed and directed on such Certification for Payment. The City’s approval of the Certification for
Payment shall not have the effect of estopping or preventing the City from asserting claims under the CFA Agreement, the Indenture, the Service and Assessment Plan, or any other agreement
between the parties or that there is a defect in the Major Improvement Area Projects. Amount of Payment Certificate Request Amount to be Paid by Trustee from Major Improvement Area
Bond Improvement Account Amount to be paid by Trustee from Major Improvement Area Developer Improvement Account $____________ $____________ $____________ CITY OF ANNA, TEXAS
By: Name: Title: Date: ________________
Signature Identification and General Certificate v1.pdf
1 SIGNATURE IDENTIFICATION, NO-LITIGATION AND GENERAL CERTIFICATE THE STATE OF TEXAS § COUNTY OF COLLIN § CITY OF ANNA § We, the undersigned officers of the City of Anna, Texas
(the "City"), hereby certify that we are executing and delivering this certificate with reference to the "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley
Tract Public Improvement District No. 2 Improvement Area #1 Project)" (the "IA#1 Bonds") and the "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public
Improvement District No. 2 Major Improvement Area Project)" (the "MIA Bonds" and, together with the IA#1 Bonds, the "Bonds"). The certifications herein are made this, the ____ day
of August, 2021. I. General 1.1 This certificate relates to the IA#1 Bonds, issued pursuant to that certain Indenture of Trust (the "IA#1 Indenture"), dated as of August 1, 2021,
between the City and Regions Bank, as trustee (the "Trustee"), and that certain bond ordinance relating to the IA#1 Bonds adopted by the City Council of the City (the "Council") on
July 27, 2021 (the "IA#1 Ordinance"). 1.2 This certificate also relates to the MIA Bonds, issued pursuant to that certain Indenture of Trust (the "MI Indenture" and, together with
the IA#1 Indenture, the "Indenture"), dated as of August 1, 2021, between the City and the Trustee, and that certain bond ordinance relating to the MIA Bonds adopted by the Council
on July 27, 2021 (the "MIA Ordinace" and, together with the IA#1 Ordinance, the "Ordinance"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned
to such terms in the Indenture. 1.3 The City is a duly incorporated Home Rule City, having more than 5,000 inhabitants, operating under the Constitution and laws of the State of Texas
and the duly adopted Home Rule Charter of the City. The Charter has not been amended since the date of approval by the Attorney General of the State of Texas of the most recently issued
series of outstanding obligations of the City. 1.4 As of the date hereof, the members of the Council and certain other officers of the City are as follows: Nate Pike, Mayor Place
1, Kevin Toten Place 2, Josh Volmer, Deputy Mayor Pro-Tem Place 3, Stan Carver II Place 4, Randy Atchley Place 5, Danny Ussery Place 6, Lee Miller, Mayor Pro-Tem Jim Proce, City Manager
Alan Guard, Director of Finance Carrie L. Land, City Secretary 2 1.5 Only the IA#1 Bonds and no other obligations of the City are secured by or payable from the Trust Estate for
the IA#1 Bonds, only the MIA Bonds and no other obligations of the City are secured by or payable from the Trust Estate for the MIA Bonds. 1.6 The City is not in default in the payment
of principal or interest on any of its outstanding obligations. 1.7 A debt service requirement schedule for the Bonds is attached hereto as Exhibit A and incorporated herein by reference
as a part hereof for all purposes. 1.8 A statement of anticipated Assessment Revenues and coverage of the debt service on the Bonds is attached hereto as Exhibit B and incorporated
herein by reference as a part hereof for all purposes. 1.9 In satisfaction of Section 1201.022(a)(3), Texas Government Code, the terms and sale are the most advantageous reasonably
available on the date and time of the pricing of the Bonds given the then existing market conditions and the stated terms of sale on such date and time. 1.10 A true and correct copy
of the Appraisal Report relating to the Sherley Tract Public Improvement District No. 2 (the "District") is attached as Appendix E to the final Limited Offering Memorandum for the IA#1
Bonds. 1.11 With respect to estimated amounts set forth in the Service and Assessment Plan, while line item fluctuations are permissible, such costs cannot exceed the initial levy,
absent a new levy of assessments. 1.12 The Bonds have been duly and officially executed by the undersigned with our manual or facsimile signature in the same manner appearing hereon,
and the undersigned hereby adopt and ratify our respective signatures in the manner appearing on each of the Bonds whether in manual or facsimile form, as the case may be, as our true,
genuine and official signatures. 1.13 On the date of adoption of the Ordinance and on the date hereof, we are the duly qualified and acting officials of the City as indicated below.
1.14 We have caused the official seal of the City to be impressed, imprinted or lithographed on the Bonds; and said seal on the Bonds has been duly adopted as, and is hereby declared
to be, the official seal of the City. 1.15 No litigation of any nature is now pending before any federal or state court, or administrative body, or to our knowledge threatened, seeking
to restrain or enjoin the issuance, sale or delivery of the Bonds or the authority or actions of the governing body of the City authorizing the issuance or sale of the Bonds, or relating
to the sale of the Bonds, or the levy, assessment and collection of the special assessment revenues securing the payment thereof, or that would otherwise adversely affect in a material
manner the financial condition of the City to pay the principal of and interest on the Bonds; and that neither the corporate existence or boundaries of the City nor the right to hold
office of any member of the governing body of the City or any other elected or appointed 3 official of the City nor the boundaries of the District heretofore created by the City is
being contested or otherwise questioned. 1.16 No authority or proceeding for the issuance, sale or delivery of the Bonds, passed and adopted by the governing body of the City, has
been amended, repealed, revoked, rescinded or otherwise modified since the date of passage thereof, and all such proceedings and authority relating to the issuance and sale of the Bonds
remain in full force and effect as of the date of this certificate. 1.17 With respect to the contracts contained within the transcript of proceedings filed with the Attorney General
in connection with the issuance of the Bonds, all disclosure filings and acknowledgments required by Section 2252.908, Texas Government Code, and the rules of the Texas Ethics Commission
related to said provision, have been made. 1.18 The initial securities certificates for the Bonds are directed to be sent to the Office of the Attorney General of the State of Texas,
Public Finance Division (the "Attorney General"), by the City's Bond Counsel, McCall, Parkhurst & Horton L.L.P. The City requests that the Attorney General examine and approve the
initial Bond in accordance with applicable law. After such approval, the Attorney General is requested to deliver the Bonds to the Comptroller of Public Accounts for registration.
1.19 The Attorney General is hereby authorized and directed to date this certificate concurrently with the date of approval of the Bonds. If any litigation or contest should develop
pertaining to the Bonds or any other matters covered by this certificate, the undersigned will notify the Attorney General thereof immediately by telephone. With this assurance the
Attorney General can rely on the absence of any such litigation or contest, and on the veracity and currency of this certificate, at the time the Bonds are approved, unless the Attorney
General is notified otherwise as aforesaid. 1.20 In connection with the issuance of the Bonds, the City represents and verifies, in accordance with the prohibition by Section 2252.152
of the Texas Government Code against governmental entities contracting with companies engaged in business with Sudan, Iran, or Foreign Terrorist Organizations, that the City has not
contracted with, and will not contract with, a company identified on a list prepared or maintained under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. For the
purposes of this representation, the Issuer has utilized the definition of Company in Section 808.001(2) of the Texas Government Code. 1.21 The City verifies that, pursuant to Section
2271.002 of the Texas Government Code, that all contracts with a company (as such term is defined in Section 2271.001(2) of the Texas Government Code) within the transcript of proceedings
for the Bonds, includes a written verification that such company (1) does not “Boycott Israel” (as such term is defined in Section 808.001 of the Texas Government Code) and (2) will
not Boycott Israel during the term of such respective contract. [Remainder of page left blank intentionally] A-1 EXHIBIT A SCHEDULE OF DEBT SERVICE REQUIREMENTS ON THE BONDS
Jul 27, 2021 10:24 am Prepared by Hilltop Securities Inc. (eaa) Page 7 BOND DEBT SERVICE City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 Sherley Tract Public
Improvement District No. 2 (Improvement Area #1 Project) Callable on 9/15/2031 Underwriter: FMSbonds, Inc. ***FINAL NUMBERS*** Dated Date 08/16/2021 Delivery Date 08/16/2021 Period
Annual Ending Principal Coupon Interest Debt Service Debt Service 03/15/2022 220,039.26 220,039.26 09/15/2022 189,507.50 189,507.50 09/30/2022 409,546.76 03/15/2023 189,507.50 189,507.50
09/15/2023 179,000 3.250% 189,507.50 368,507.50 09/30/2023 558,015.00 03/15/2024 186,598.75 186,598.75 09/15/2024 185,000 3.250% 186,598.75 371,598.75 09/30/2024 558,197.50 03/15/2025
183,592.50 183,592.50 09/15/2025 191,000 3.250% 183,592.50 374,592.50 09/30/2025 558,185.00 03/15/2026 180,488.75 180,488.75 09/15/2026 197,000 3.250% 180,488.75 377,488.75 09/30/2026
557,977.50 03/15/2027 177,287.50 177,287.50 09/15/2027 204,000 3.750% 177,287.50 381,287.50 09/30/2027 558,575.00 03/15/2028 173,462.50 173,462.50 09/15/2028 212,000 3.750% 173,462.50
385,462.50 09/30/2028 558,925.00 03/15/2029 169,487.50 169,487.50 09/15/2029 220,000 3.750% 169,487.50 389,487.50 09/30/2029 558,975.00 03/15/2030 165,362.50 165,362.50 09/15/2030 228,000
3.750% 165,362.50 393,362.50 09/30/2030 558,725.00 03/15/2031 161,087.50 161,087.50 09/15/2031 237,000 3.750% 161,087.50 398,087.50 09/30/2031 559,175.00 03/15/2032 156,643.75 156,643.75
09/15/2032 247,000 4.000% 156,643.75 403,643.75 09/30/2032 560,287.50 03/15/2033 151,703.75 151,703.75 09/15/2033 257,000 4.000% 151,703.75 408,703.75 09/30/2033 560,407.50 03/15/2034
146,563.75 146,563.75 09/15/2034 268,000 4.000% 146,563.75 414,563.75 09/30/2034 561,127.50 03/15/2035 141,203.75 141,203.75 Jul 27, 2021 10:24 am Prepared by Hilltop Securities Inc.
(eaa) Page 8 BOND DEBT SERVICE City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 Sherley Tract Public Improvement District No. 2 (Improvement Area #1 Project) Callable
on 9/15/2031 Underwriter: FMSbonds, Inc. ***FINAL NUMBERS*** Period Annual Ending Principal Coupon Interest Debt Service Debt Service 09/15/2035 279,000 4.000% 141,203.75 420,203.75
09/30/2035 561,407.50 03/15/2036 135,623.75 135,623.75 09/15/2036 290,000 4.000% 135,623.75 425,623.75 09/30/2036 561,247.50 03/15/2037 129,823.75 129,823.75 09/15/2037 302,000 4.000%
129,823.75 431,823.75 09/30/2037 561,647.50 03/15/2038 123,783.75 123,783.75 09/15/2038 315,000 4.000% 123,783.75 438,783.75 09/30/2038 562,567.50 03/15/2039 117,483.75 117,483.75 09/15/2039
328,000 4.000% 117,483.75 445,483.75 09/30/2039 562,967.50 03/15/2040 110,923.75 110,923.75 09/15/2040 342,000 4.000% 110,923.75 452,923.75 09/30/2040 563,847.50 03/15/2041 104,083.75
104,083.75 09/15/2041 356,000 4.000% 104,083.75 460,083.75 09/30/2041 564,167.50 03/15/2042 96,963.75 96,963.75 09/15/2042 372,000 4.250% 96,963.75 468,963.75 09/30/2042 565,927.50
03/15/2043 89,058.75 89,058.75 09/15/2043 388,000 4.250% 89,058.75 477,058.75 09/30/2043 566,117.50 03/15/2044 80,813.75 80,813.75 09/15/2044 405,000 4.250% 80,813.75 485,813.75 09/30/2044
566,627.50 03/15/2045 72,207.50 72,207.50 09/15/2045 424,000 4.250% 72,207.50 496,207.50 09/30/2045 568,415.00 03/15/2046 63,197.50 63,197.50 09/15/2046 443,000 4.250% 63,197.50 506,197.50
09/30/2046 569,395.00 03/15/2047 53,783.75 53,783.75 09/15/2047 463,000 4.250% 53,783.75 516,783.75 09/30/2047 570,567.50 03/15/2048 43,945.00 43,945.00 09/15/2048 483,000 4.250% 43,945.00
526,945.00 09/30/2048 570,890.00 03/15/2049 33,681.25 33,681.25 09/15/2049 505,000 4.250% 33,681.25 538,681.25 09/30/2049 572,362.50 Jul 27, 2021 10:24 am Prepared by Hilltop Securities
Inc. (eaa) Page 9 BOND DEBT SERVICE City of Anna, Texas Special Assessment Revenue Bonds, Series 2021 Sherley Tract Public Improvement District No. 2 (Improvement Area #1 Project)
Callable on 9/15/2031 Underwriter: FMSbonds, Inc. ***FINAL NUMBERS*** Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/15/2050 22,950.00 22,950.00 09/15/2050
528,000 4.250% 22,950.00 550,950.00 09/30/2050 573,900.00 03/15/2051 11,730.00 11,730.00 09/15/2051 552,000 4.250% 11,730.00 563,730.00 09/30/2051 575,460.00 9,400,000 7,355,634.26
16,755,634.26 16,755,634.26 Jul 27, 2021 10:10 am Prepared by Hilltop Securities Inc. (eaa) Page 7 BOND DEBT SERVICE City of Anna, Texas Special Assessment Revenue Bonds, Series
2021 Sherley Tract Public Improvement District No. 2 (Major Improvement Area Project) Callable on 9/15/2031 Underwriter: FMSbonds, Inc. ***FINAL NUMBERS*** Dated Date 08/16/2021 Delivery
Date 08/16/2021 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/15/2022 82,572.42 82,572.42 09/15/2022 71,115.00 71,115.00 09/30/2022 153,687.42 03/15/2023
71,115.00 71,115.00 09/15/2023 71,115.00 71,115.00 09/30/2023 142,230.00 03/15/2024 71,115.00 71,115.00 09/15/2024 56,000 4.500% 71,115.00 127,115.00 09/30/2024 198,230.00 03/15/2025
69,855.00 69,855.00 09/15/2025 58,000 4.500% 69,855.00 127,855.00 09/30/2025 197,710.00 03/15/2026 68,550.00 68,550.00 09/15/2026 61,000 4.500% 68,550.00 129,550.00 09/30/2026 198,100.00
03/15/2027 67,177.50 67,177.50 09/15/2027 63,000 4.500% 67,177.50 130,177.50 09/30/2027 197,355.00 03/15/2028 65,760.00 65,760.00 09/15/2028 65,000 4.500% 65,760.00 130,760.00 09/30/2028
196,520.00 03/15/2029 64,297.50 64,297.50 09/15/2029 68,000 4.500% 64,297.50 132,297.50 09/30/2029 196,595.00 03/15/2030 62,767.50 62,767.50 09/15/2030 70,000 4.500% 62,767.50 132,767.50
09/30/2030 195,535.00 03/15/2031 61,192.50 61,192.50 09/15/2031 73,000 4.500% 61,192.50 134,192.50 09/30/2031 195,385.00 03/15/2032 59,550.00 59,550.00 09/15/2032 76,000 5.000% 59,550.00
135,550.00 09/30/2032 195,100.00 03/15/2033 57,650.00 57,650.00 09/15/2033 79,000 5.000% 57,650.00 136,650.00 09/30/2033 194,300.00 03/15/2034 55,675.00 55,675.00 09/15/2034 83,000
5.000% 55,675.00 138,675.00 09/30/2034 194,350.00 03/15/2035 53,600.00 53,600.00 Jul 27, 2021 10:10 am Prepared by Hilltop Securities Inc. (eaa) Page 8 BOND DEBT SERVICE City of
Anna, Texas Special Assessment Revenue Bonds, Series 2021 Sherley Tract Public Improvement District No. 2 (Major Improvement Area Project) Callable on 9/15/2031 Underwriter: FMSbonds,
Inc. ***FINAL NUMBERS*** Period Annual Ending Principal Coupon Interest Debt Service Debt Service 09/15/2035 86,000 5.000% 53,600.00 139,600.00 09/30/2035 193,200.00 03/15/2036 51,450.00
51,450.00 09/15/2036 90,000 5.000% 51,450.00 141,450.00 09/30/2036 192,900.00 03/15/2037 49,200.00 49,200.00 09/15/2037 94,000 5.000% 49,200.00 143,200.00 09/30/2037 192,400.00 03/15/2038
46,850.00 46,850.00 09/15/2038 98,000 5.000% 46,850.00 144,850.00 09/30/2038 191,700.00 03/15/2039 44,400.00 44,400.00 09/15/2039 103,000 5.000% 44,400.00 147,400.00 09/30/2039 191,800.00
03/15/2040 41,825.00 41,825.00 09/15/2040 107,000 5.000% 41,825.00 148,825.00 09/30/2040 190,650.00 03/15/2041 39,150.00 39,150.00 09/15/2041 112,000 5.000% 39,150.00 151,150.00 09/30/2041
190,300.00 03/15/2042 36,350.00 36,350.00 09/15/2042 117,000 5.000% 36,350.00 153,350.00 09/30/2042 189,700.00 03/15/2043 33,425.00 33,425.00 09/15/2043 123,000 5.000% 33,425.00 156,425.00
09/30/2043 189,850.00 03/15/2044 30,350.00 30,350.00 09/15/2044 129,000 5.000% 30,350.00 159,350.00 09/30/2044 189,700.00 03/15/2045 27,125.00 27,125.00 09/15/2045 135,000 5.000% 27,125.00
162,125.00 09/30/2045 189,250.00 03/15/2046 23,750.00 23,750.00 09/15/2046 141,000 5.000% 23,750.00 164,750.00 09/30/2046 188,500.00 03/15/2047 20,225.00 20,225.00 09/15/2047 147,000
5.000% 20,225.00 167,225.00 09/30/2047 187,450.00 03/15/2048 16,550.00 16,550.00 09/15/2048 154,000 5.000% 16,550.00 170,550.00 09/30/2048 187,100.00 03/15/2049 12,700.00 12,700.00
09/15/2049 162,000 5.000% 12,700.00 174,700.00 09/30/2049 187,400.00 Jul 27, 2021 10:10 am Prepared by Hilltop Securities Inc. (eaa) Page 9 BOND DEBT SERVICE City of Anna, Texas
Special Assessment Revenue Bonds, Series 2021 Sherley Tract Public Improvement District No. 2 (Major Improvement Area Project) Callable on 9/15/2031 Underwriter: FMSbonds, Inc. ***FINAL
NUMBERS*** Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/15/2050 8,650.00 8,650.00 09/15/2050 169,000 5.000% 8,650.00 177,650.00 09/30/2050 186,300.00
03/15/2051 4,425.00 4,425.00 09/15/2051 177,000 5.000% 4,425.00 181,425.00 09/30/2051 185,850.00 2,896,000 2,783,147.42 5,679,147.42 5,679,147.42 B-1 EXHIBIT B DEBT SERVICE COVERAGE
Installment Due 1/31 Principal Interest1 Additional Interest Capitalized Interest Debt Service Reserve Release Annual Collection Costs Total Installment Due Coverage 2022 $
153,687 $ 14,480 $ (153,687) $ $ 35,000 $ 49,480 $
1.00 2023 $ 142,230 $ 14,480 $ (142,230) $ $
35,700 $ 50,180 $ 1.00 2024 56,000 $ 142,230 $ 14,480 $
$ $ 36,414 $ 249,124 $ 1.00 2025 58,000 $
139,710 $ 14,200 $ $ $ 37,142 $ 249,052 $ 1.00
2026 61,000 $ 137,100 $ 13,910 $ $ $ 37,885 $
249,895 $ 1.00 2027 63,000 $ 134,355 $ 13,605 $ $
$ 38,643 $ 249,603 $ 1.00 2028 65,000 $ 131,520 $
13,290 $ $ $ 39,416 $ 249,226 $ 1.00
2029 68,000 $ 128,595 $ 12,965 $ $ $ 40,204 $ 249,764
$ 1.00 2030 70,000 $ 125,535 $ 12,625 $ $ $
41,008 $ 249,168 $ 1.00 2031 73,000 $ 122,385 $ 12,275 $
$ $ 41,828 $ 249,488 $ 1.00 2032 76,000 $
119,100 $ 11,910 $ $ $ 42,665 $ 249,675 $ 1.00
2033 79,000 $ 115,300 $ 11,530 $ $ $ 43,518 $
249,348 $ 1.00 2034 83,000 $ 111,350 $ 11,135 $ $
$ 44,388 $ 249,873 $ 1.00 2035 86,000 $ 107,200 $
10,720 $ $ $ 45,276 $ 249,196 $ 1.00
2036 90,000 $ 102,900 $ 10,290 $ $ $ 46,182 $ 249,372
$ 1.00 2037 94,000 $ 98,400 $ 9,840 $ $ $
47,105 $ 249,345 $ 1.00 2038 98,000 $ 93,700 $ 9,370 $
$ $ 48,047 $ 249,117 $ 1.00 2039 103,000 $
88,800 $ 8,880 $ $ $ 49,008 $ 249,688 $
1.00 2040 107,000 $ 83,650 $ 8,365 $ $ $
49,989 $ 249,004 $ 1.00 2041 112,000 $ 78,300 $ 7,830 $
$ $ 50,988 $ 249,118 $ 1.00 2042 117,000 $ 72,700
$ 7,270 $ $ $ 52,008 $ 248,978 $ 1.00
2043 123,000 $ 66,850 $ 6,685 $ $ $ 53,048 $
249,583 $ 1.00 2044 129,000 $ 60,700 $ 6,070 $ $
$ 54,109 $ 249,879 $ 1.00 2045 135,000 $ 54,250 $
5,425 $ $ $ 55,191 $ 249,866 $ 1.00 2046
141,000 $ 47,500 $ 4,750 $ $ $ 56,295 $ 249,545 $
1.00 2047 147,000 $ 40,450 $ 4,045 $ $ $
57,421 $ 248,916 $ 1.00 2048 154,000 $ 33,100 $ 3,310 $
$ $ 58,570 $ 248,980 $ 1.00 2049 162,000 $
25,400 $ 2,540 $ $ $ 59,741 $ 249,681 $ 1.00
2050 169,000 $ 17,300 $ 1,730 $ $ $ 60,936
$ 248,966 $ 1.00 2051 177,000 $ 8,850 $ 885 $ $
(198,230) $ 62,155 $ 50,660 $ 1.00 Total 2,896,000 $ 2,783,147
$ 278,890 $ (295,917) $ (198,230) $ 1,419,883 $ 6,883,773 $ Note: The figures shown above
are estimates only and subject to change in Annual Service Plan Updates. Changes in Collection Costs, reserve fund requirements, interest earnings, or other available offsets could
increase or decrease the amounts shown. ¹ Interest is calculated at a 4.500% rate for term bonds due 2031, and at a 5.000% rate for term bonds due 2051. City of Anna - Sherley Tract
PID No. 2 Exhibit F-2 - Major Improvement Area Annual Installments Installment Due 1/31 Principal Interest1 Additional Interest Capitalized Interest Debt Service Reserve Release Annual
Collection Costs Total Installment Due Coverage 2022 $ 409,547 $ 47,000 $ (409,547) $ $ 35,000 $
82,000 $ 1.00 2023 179,000 $ 379,015 $ 47,000 $ $ $ 35,700
$ 640,715 $ 1.00 2024 185,000 $ 373,198 $ 46,105 $ $ $
36,414 $ 640,717 $ 1.00 2025 191,000 $ 367,185 $ 45,180 $ $
$ 37,142 $ 640,507 $ 1.00 2026 197,000 $ 360,978 $ 44,225 $
$ $ 37,885 $ 640,088 $ 1.00 2027 204,000 $ 354,575 $ 43,240 $
$ $ 38,643 $ 640,458 $ 1.00 2028 212,000 $ 346,925
$ 42,220 $ $ $ 39,416 $ 640,561 $ 1.00 2029 220,000
$ 338,975 $ 41,160 $ $ $ 40,204 $ 640,339 $ 1.00
2030 228,000 $ 330,725 $ 40,060 $ $ $ 41,008 $ 639,793 $ 1.00
2031 237,000 $ 322,175 $ 38,920 $ $ $ 41,828 $ 639,923 $
1.00 2032 247,000 $ 313,288 $ 37,735 $ $ $ 42,665 $ 640,687
$ 1.00 2033 257,000 $ 303,408 $ 36,500 $ $ $ 43,518 $
640,426 $ 1.00 2034 268,000 $ 293,128 $ 35,215 $ $ $ 44,388
$ 640,731 $ 1.00 2035 279,000 $ 282,408 $ 33,875 $ $ $
45,276 $ 640,559 $ 1.00 2036 290,000 $ 271,248 $ 32,480 $ $
$ 46,182 $ 639,909 $ 1.00 2037 302,000 $ 259,648 $ 31,030 $
$ $ 47,105 $ 639,783 $ 1.00 2038 315,000 $ 247,568 $ 29,520 $
$ $ 48,047 $ 640,135 $ 1.00 2039 328,000 $ 234,968
$ 27,945 $ $ $ 49,008 $ 639,921 $ 1.00 2040 342,000
$ 221,848 $ 26,305 $ $ $ 49,989 $ 640,141 $ 1.00
2041 356,000 $ 208,168 $ 24,595 $ $ $ 50,988 $ 639,751 $ 1.00
2042 372,000 $ 193,928 $ 22,815 $ $ $ 52,008 $ 640,751 $
1.00 2043 388,000 $ 178,118 $ 20,955 $ $ $ 53,048 $ 640,121
$ 1.00 2044 405,000 $ 161,628 $ 19,015 $ $ $ 54,109 $
639,752 $ 1.00 2045 424,000 $ 144,415 $ 16,990 $ $ $ 55,191
$ 640,596 $ 1.00 2046 443,000 $ 126,395 $ 14,870 $ $ $
56,295 $ 640,560 $ 1.00 2047 463,000 $ 107,568 $ 12,655 $ $
$ 57,421 $ 640,644 $ 1.00 2048 483,000 $ 87,890 $ 10,340 $
$ $ 58,570 $ 639,800 $ 1.00 2049 505,000 $ 67,363 $ 7,925
$ $ $ 59,741 $ 640,029 $ 1.00 2050 528,000 $ 45,900
$ 5,400 $ $ $ 60,936 $ 640,236 $ 1.00 2051 552,000
$ 23,460 $ 2,760 $ $ (575,460) $ 62,155 $ 64,915 $ 1.00
Total 9,400,000 $ 7,355,634 $ 884,035 $ (409,547) $ (575,460) $ 1,419,883 $ 18,074,545 $ City of Anna -
Sherley Tract PID No. 2 Exhibit E-2 - Improvement Area #1 Annual Installments Note: The figures shown above are estimates only and subject to change in Annual Service Plan Updates.
Changes in Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Improvement Area #1 Bonds ¹ Interest
on the Improvement Area #1 Bonds is calculated at 3.250%, 3.750%, 4.000%, and 4.250% rate for term bonds due 2026, 2031, 2041, and 2051 respectively.
TIRZ Board Resolution Adopting Final Project and Finance Plan v3 (E).pdf
1 CITY OF ANNA, TEXAS RESOLUTION NO. 2021-07-953 A RESOLUTION OF THE BOARD OF DIRECTORS FOR TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF ANNA, TEXAS RECOMMENDING APPROVAL
OF THE FINAL REINVESTMENT ZONE PROJECT PLAN AND FINANCING PLAN TO THE CITY COUNCIL. WHEREAS, the City of Anna, Texas (hereinafter referred to as the “City”), pursuant to Chapter 311
of the Texas Tax Code, as amended (hereinafter referred to as the “Act”), may designate a geographic area within the extraterritorial jurisdiction of the City as a tax increment reinvestment
zone if the area satisfies the requirements of the Act; and WHEREAS, on June 22, 2021, the City Council of the City (the “City Council”) opened a public hearing in accordance with
Section 311.003(c) of the Act and continued the public hearing to July 13, 2021, and which on July 13, 2021, the public hearing was reconvened and interested persons were allowed to
speak for or against the creation of the Zone, the boundaries of the Zone, and the concept of tax increment financing, and owners of property in the proposed Zone were given a reasonable
opportunity to protest the inclusion of their property in the Zone; and WHEREAS, after all comments and evidence, both written and oral, were received by the City Council, the public
hearing was closed on July 13, 2021; and WHEREAS, on July 13, 2021, the City Council approved Ordinance No. 912-2021, establishing Tax Increment Reinvestment Zone Number Three, City
of Anna, Texas (the “Zone”); and WHEREAS, on July 27, 2021, the Board of Directors for Tax Increment Reinvestment Zone Number Three, City of Anna, Texas (the “Board”), met to consider
and recommend to the City Council of the City the Reinvestment Zone Number Three, City of Anna, Texas Final Project Plan and Financing Plan, a copy of which is attached hereto as Exhibit
A (herein after referred to as the “Final Project and Financing Plan”), should be adopted by City Council ordinance as the reinvestment zone project plan and financing plan for the
Zone in accordance with Section 311.011 of the Act. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS FOR TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF ANNA, THAT:
SECTION 1. FINDINGS. Each and every one of the recitals, findings, and determinations contained in the preamble to this Resolution is incorporated into the body of this Resolution
as if fully set forth herein and are hereby found and declared to be true and correct legislative findings and are adopted as part of this Resolution for all purposes. TIRZ No. 3 (Sherley
Tract PID No. 2) SECTION 2. SUFFICIENCY. The Final Project and Financing Plan has been prepared by the Board and conforms with and satisfies all requirements set forth in Sections
311.011 of the Act. Specifically, the final reinvestment zone project plan includes, but is not limited to, (1) a description and map showing existing uses and conditions of real property
in the Zone and proposed uses of that property, (2) any proposed changes of zoning ordinances, the master plan of the municipality, building codes, other municipal ordinances, and subdivision
rules and regulations, if any, of the county, (3) a list of estimated nonproject costs, and (4) a statement of a method of relocating persons to be displaced, if any, as a result of
implementing the plan. The final financing plan includes, but is not limited to, (1) a detailed list describing the estimated project costs of the Zone, including administrative expenses,
(2) a statement listing the proposed kind, number, and location of all public works or public improvements to be financed by the Zone, (3) a finding that the plan is economically feasible
and an economic study, (4) the estimated amount of bond indebtedness to be incurred, (5) the estimated time when related costs or monetary obligations are to be incurred, (6) a description
of the methods of financing all estimated project costs and the expected sources of revenue to finance or pay project costs, including the percentage of tax increment to be derived
from the property taxes of each taxing unit anticipated to contribute tax increment to the Zone that levies taxes on real property in the Zone, (7) the current total appraised value
of taxable real property in the Zone, (8) the estimated captured appraised valued of the Zone during each year of its existence, and (9) the duration of the Zone. SECTION 3. FEASIBILITY.
The Board finds that the Final Project and Financing Plan is feasible. SECTION 4. RECOMMENDING FINAL PROJECT AND FINANCING PLAN. The Board hereby recommends to the City Council
the Final Project and Financing Plan, a copy of which is attached hereto as Exhibit A and is incorporated herein for all purposes. The Board has prepared and adopted this Final Project
and Financing Plan, and hereby recommend to the City Council that they approve the Final Project and Financing Plan as the reinvestment zone project plan and financing plan for the
Zone. SECTION 5. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Resolution, or the application thereto to any persons or circumstances,
is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Resolution; and the Board hereby
declares it would have passed such remaining portions of this Resolution despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 6. EFFECTIVE
DATE. This Resolution shall become effective from and after its date of passage in accordance with law. [Signature Page to Follow] TIRZ No. 3 (Sherley Tract PID No. 2) Exhibit
A Final Reinvestment Zone Project Plan and Financing Plan
TIRZ No. 3 Agreement clean 7.21.21 (E).pdf Microsoft Word - TIRZ No. 3 Agreement clean 7.21.21
TIRZ No. 3 Agreement | 1 TIRZ NO. 3 AGREEMENT This TIRZ NO. 3 AGREEMENT (the “Agreement”) dated as of July 27, 2021 (the “Effective Date”) is made by and between the CITY OF ANNA,
TEXAS (the “City”), the BOARD OF DIRECTORS (the “Board”) of TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF ANNA, TEXAS, and MM ANNA 325, LLC, a Texas limited liability company
(the “Owner”), which together with the Board and the City are sometimes herein each referred to as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, capitalized terms
used but not defined herein shall have the meanings given to them in the Reinvestment Zone Number Three, City of Anna, Texas, Final Project and Financing Plan dated as of July 27, 2021
(the “Final Plan”); and WHEREAS, after providing the notices required by the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as amended (the “Act”) and by the Texas Open
Meetings Act, Chapter 551, Texas Government Code, as amended (the “Open Meetings Act”), the City Council passed and approved Ordinance No. 912-2021 on July 13, 2021 (the “TIRZ Creation
Ordinance”), designating a tax increment reinvestment zone known as Reinvestment Zone Number Three, City of Anna, Texas (the “Zone”); and WHEREAS, the City will participate in the
Zone by contributing a portion of the Tax Increment levied and collected by the City from the property within the Zone equal to fifty percent (50%) of City tax rate, which Tax Increment
will be paid annually into the TIRZ Fund for a term of thirty years as set forth in the Final Plan; and WHEREAS, the Zone encompasses approximately 109.402 acres of land located within
the extraterritorial jurisdiction of the City, which land is more particularly described by metes and bounds and depicted on Exhibit A attached hereto (the “Property”); and WHEREAS,
the Property will be developed as the initial phase of a residential master planned community in accordance with the Sherley Tract Subdivision Improvement Agreement executed by and
between the City, BFB ANA 40 Acres, LLC, and the Owner, effective as of June 9, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement executed
by and between the City and the Owner, effective July 14, 2020, and as may be amended (collectively, the “Subdivision Improvement Agreement”); and WHEREAS, in addition to creating
the Zone, the TIRZ Creation Ordinance appointed the initial members of the Board and approved the Preliminary Plan for the Zone in accordance with the Act; and WHEREAS, following
the Board’s recommendation and approval of the Final Project and Financing Plan, the City Council will approve a Final Plan on July 27, 2021; WHEREAS, the City has created the Sherley
Tract Public Improvement District No. 2 TIRZ No. 3 Agreement | 2 (the “District”), the first development phase of which is coterminous with the Zone, and levied assessments in the
District to finance or reimburse the cost of certain improvements (the “Authorized Improvements”) benefitting the District pursuant to Sherley Tract Public Improvement District No.
2 Service and Assessment Plan dated as of July 27, 2021, as updated annually and amended from time to time (the “Service and Assessment Plan”); WHEREAS, the Service and Assessment
Plan identifies the Property as “Improvement Area #1” of the District and has apportioned the cost of the portion of the Authorized Improvements benefitting Improvement Area #1 (the
“Improvement Area #1 Projects”) and has levied assessments (the “Improvement Area #1 Assessments”) on the Property to finance or reimburse the cost of the Improvement Area #1 Projects;
and WHEREAS, the costs of the Improvement Area #1 Projects constitute Project Costs pursuant to the Final Plan; and WHEREAS, the City and the Board have determined that it is in
the best interest of the City and conforms to the Final Plan to use dollars in the TIRZ Fund, as they become available, to provide a credit towards a portion of the Improvement Area
#1 Assessments. NOW THEREFORE, for valuable consideration the receipt and adequacy of which are acknowledged, the Parties agree as follows: ARTICLE I REPRESENTATIONS 1.1 Representations
of Board and City. The Board and the City hereby represent to the Owner that: (A) As of the date of this Agreement, the Board and the City are duly authorized, created and existing
in good standing under the laws of the State and are duly qualified and authorized to carry on the governmental functions contemplated by this Agreement. (B) As of the date of this
Agreement, the Board and the City have the power, authority and legal right to enter into and perform their obligations set forth in this Agreement and the execution, delivery and performance
hereof: (i) have been duly authorized; (ii) will not violate any applicable judgment, order, law or regulation; and (iii) do not constitute a default under, or result in the creation
of, any lien, charge, encumbrance or security interest upon any of their assets under any agreement or instrument to which the Board or the City are a party or by which they or their
assets, may be bound or affected. (C) The execution, delivery and performance of this Agreement by the Board and the City does not require the consent or approval of any person or
entity which has not been obtained. TIRZ No. 3 Agreement | 3 1.2 Representations of the Owner. The Owner hereby represents to the Board and the City that: (A) The Owner is a Texas
limited liability company duly authorized, created and existing in good standing under the laws of the State of Texas. (B) The Owner has the power, authority and legal right to enter
into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof: (i) has been duly authorized; (ii) will not, to the best of its knowledge,
violate any judgment, order, law or regulation applicable to the Owner; and (iii) does not constitute a default under, or result in the creation of, any lien, charge, encumbrance
or security interest upon any assets of the Owner, under any agreement or instrument to which the Owner is a party or by which the Owner or its assets may be bound or affected.
(C) The execution, delivery and performance of this Agreement by the Owner does not require the consent or approval of any person or entity which has not been obtained. ARTICLE II
REIMBURSEMENT PAYMENT 2.1 Eligible Project Costs. All Project Costs are an eligible cost under the Act as such costs are identified in Appendix D attached to the Final Plan, as may
be amended from time to time. 2.2 TIRZ Participation. (A) Pursuant to the Final Plan, the Board agrees, subject to the conditions contained in this Agreement, to use dollars in the
TIRZ Fund, as they become available, to provide a credit towards a portion of the Improvement Area #1 Assessments; provided, however, that the Board's obligation to use dollars in the
TIRZ Fund for such purposes shall be limited to the TIRZ No. 3 Maximum Annual Credit Amount (as defined in the Service and Assessment Plan). (B) It shall be the obligation of the Parties
to pay the Project Costs annually as set forth in this Agreement and the Final Plan, until the expiration of the term of this Agreement pursuant to Section 5.10 hereof. (C) The Owner
shall submit a Certification for Payment to the City as set forth in that certain Sherley Tract Public Improvement District No. 2 Improvement Area #1 Construction, Funding and Acquisition
Agreement between the Owner and the City, dated as of July 27, 2021 to verify actual Public Improvement Costs, and such documentation shall be available to the Board concerning the
expenditure of funds for the Improvement Area #1 Projects and the development of the Property. (D) The Board shall contribute the portion of the Tax Increment equal to fifty TIRZ
No. 3 Agreement | 4 percent (50%) of Captured Appraised Value collected in the Zone described herein and in the Final Plan, and the City shall deposit or cause to be deposited such
Tax Increment into the TIRZ Fund. The City shall provide a credit towards a portion of the Improvement Area #1 Assessments from the TIRZ Fund, as dollars become available, for each
Qualified Residential Parcel (as defined herein), subject to the TIRZ No. 3 Maximum Annual Credit Amount (as defined in the Service and Assessment Plan), on or before the date the
Improvement Area #1 Assessments are due, as such date is identified in the Service and Assessment Plan, during the term of the Zone beginning in the year that the revenues in the TIRZ
Fund are available to provide a credit to the Improvement Area #1 Assessments. A parcel in the Zone may have an Improvement Area #1 Assessment due regardless of whether a residential
structure or structures are built or have yet to be built on that parcel. A parcel which has an assessment due is a qualified residential parcel (a “Qualified Residential Parcel”),
and each Qualified Residential Parcel is identified in the Improvement Area #1 Assessment Roll attached as Exhibit E-1 to the Service Assessment Plan. For any and all Project Costs
incurred but not credited towards a portion of the Improvement Area #1 Assessments on or before the due date of the Improvement Area #1 Assessments, interest shall accrue as set forth
in the Service and Assessment Plan. Disbursements from the TIRZ Fund shall be made for the following purposes and in the following order of priority unless otherwise approved by the
Parties: FIRST, to reimburse the City for Administrative Costs in accordance with the Final Plan; and SECOND, to provide a credit towards the annual portion of the Improvement Area
#1 Assessment for each Qualified Residential Parcel in accordance with this Agreement and the Final Plan, subject to the TIRZ No. 3 Maximum Annual Credit Amount (as described in Section
V of the Service and Assessment Plan). The City shall maintain the TIRZ Fund as a segregated account which shall not be commingled with any other funds of the City. The TIRZ Fund
shall be invested in the same manner as other municipal funds, and all interest earned shall be part of the TIRZ Fund. (E) The City shall prepare and submit an annual report in accordance
with the Act (the “Report”) to the Board and to the Owner detailing: (i) the amount due to be provided as a credit to a portion of the Improvement Area #1 Assessments, and (ii) the
amount of funds that are available to make such payment from the TIRZ Fund. The Owner shall review the Report and notify the Board in writing no later than fifteen (15) days from the
receipt of the Report of acceptance of the Report or any deficiency found in the Report. The Board, the City and the Owner shall work cooperatively to mutually resolve any discrepancies
or deficiencies in the Report within 30 days of receipt of the Report. During such time, the Owner shall be able to provide evidence demonstrating its compliance with this Agreement.
If any discrepancy, deficiency or dispute remains after the expiration of the 30 days, the Parties agree to attend mediation within 90 days in an effort to resolve the dispute. (F)
Under no circumstance shall the City or the Board be obligated to pay Project Costs or provide a credit for a portion of the Improvement Area #1 TIRZ No. 3 Agreement | 5 Assessments
for a Qualified Residential Parcel, unless there are funds net of the Administrative Costs in the TIRZ Fund to pay for Project Costs. (G) Commencing on the Effective Date and continuing
until the term of the Zone, the City shall not enter into any tax abatement agreements affecting property located within the Zone, and the City and Board shall not approve any amendment
to the Final Plan, which would create a reimbursement out of TIRZ Fund that has priority over the use of monies in the TIRZ Fund to provide a credit towards a portion of the Improvement
Area #1 Assessments under the terms of this Agreement. Specifically, and without limiting the generality of the foregoing, only the Administrative Costs shall have priority over payment
by the Board of a portion of the Improvement Area #1 Assessments. ARTICLE III EVENTS OF DEFAULT 3. l Events of Default. A non-performing Party shall be in “Default” under this Agreement
if such Party fails to perform any duty or obligation under this Agreement and such failure is not cured within thirty (30) days after written notice from any other Party specifying
the nature and the period of existence thereof and what action, if any, the non-defaulting Parties require or propose to require with respect to curing the default (or if the failure
is not reasonably capable of being cured within thirty (30) days, the non-performing Party does not begin to cure within such 30-day period and thereafter continuously and diligently
complete a cure at the earliest possible time). ARTICLE IV REMEDIES ON DEFAULT 4.1 Remedies. If a Party is in Default under this Agreement, the other Parties shall have available
all remedies at law or in equity (including, but not limited to, injunctive relief and specific performance) except as follows: no Default shall: (i) relieve the Board from its obligation
to use dollars from the TIRZ Fund to provide a credit towards a portion of the Improvement Area #1 Assessments; or (ii) relieve the City from its obligation to provide a credit towards
a portion of the Improvement Area #1 Assessments from the dollars in the TIRZ Fund, as they become available, up to the Maximum Contribution as described herein. ARTICLE V GENERAL
5.1 Inspections, Audits. The Owner agrees to keep operating records related to construction of the Public Improvements and to any particular Public Improvement Cost for four (4) years
after disbursements from the TIRZ Fund to pay Improvement Area #1 Assessments, or as may be required by the Board, the City, or by State and federal law or regulation. The Owner shall
allow the City and/or the Board reasonable access to documents and records in the Owner's possession, custody or control that the City and/or the Board deem TIRZ No. 3 Agreement | 6
necessary to assist the City and/or the Board in determining the Owner's compliance with this Agreement. 5.2 Personal Liability of Public Officials. To the extent permitted by State
law, no director, officer, employee or agent of the Board or the City shall be personally responsible for any liability arising under or out of this Agreement. 5.3 Notices. Any notice
required or contemplated by this Agreement shall be in writing and shall be deemed given and received: (i) when delivered (with evidence of delivery) by a nationally recognized delivery
service (e.g., FedEx or UPS) to the address shown below whether or not signed for by the individual to whose attention the notice is addressed; or (ii) three business days after deposited
with the US Postal Service, CERTIFIED MAIL, RETURN RECEIPT REQUESTED, for delivery to the address shown below whether or not signed for by the individual to whose attention the notice
is addressed. To the City: Attn: City Manager City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Attn: Clark McCoy Wolfe, Tidwell
& McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Owner: Attn: Mehrdad Moayedi Attn: MM Anna 325, LLC 1800 Valley View Lane, Suite 300 Farmers
Branch, Texas 75234 With a copy to: Attn: Robert Miklos Miklos Cinclair, PLLC 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Each Party may change
its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this Section shall be deemed to be given when so mailed, any
notice so sent by facsimile transmission shall be deemed to be given when such transmission is sent, and any communication so delivered in person shall be deemed to be given when receipted
for by, or actually received by, the addressee. 5.4 Amendments and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and
is signed by the Board, the Owner, and the City. No course of dealing on the part of any Party, nor any failure or delay by any Party with respect to exercising any right, power or
privilege of a Party under this Agreement shall operate TIRZ No. 3 Agreement | 7 as a waiver thereof, except as otherwise provided in this Section. 5.5 Invalidity. In the event that
any of the provisions contained in this Agreement shall be held unenforceable in any respect, such unenforceability shall not affect any other provision of this Agreement. 5.6 Successors
and Assigns. All covenants and agreements contained by or on behalf of the Parties in this Agreement shall bind their successors and assigns and shall inure to the benefit of the Owner
and its successors and assigns. This Agreement and the right to reimbursement set forth herein may be assigned, from time to time and in whole or in part, by the Owner to any person
or entity. The assignment must be in writing and must obligate the assignee to be bound by this Agreement. A copy of the assignment shall be given to the City within 30 days after its
effective date; however, City consent to the assignment is not required. Upon any such assignment and notice to the City, the Owner shall not be released from performing the duties
or obligations that are assigned and that arise after the effective date or the date that the City receives notice of the assignment, whichever later occurs; further, the Owner is not
released from any liabilities that arose prior to the effective date or date of notice to the City, whichever later occurs, unless the City and the Board agree. The Owner’s right under
this Agreement are a personal obligation and do not constitute a covenant running with the land. 5.7 Exhibits, Titles of Articles, Sections and Subsections. All titles or headings
are only for the convenience of the Parties and shall not be construed to have any effect or meaning as to the agreement between the Parties hereto. Any reference herein to a Section
or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a reference
to the applicable exhibit attached hereto unless otherwise stated. 5.8 Construction. This Agreement is a contract made under and shall be construed in accordance with and governed
by the laws of the United States of America and the State of Texas, as such laws are now in effect. 5.9 Entire Agreement. This written Agreement represents the final agreement between
the Parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the Parties. There are no unwritten oral agreements between the Parties.
5.10 Term. This Agreement shall be in force and effect from the Effective Date for a term expiring on the expiration of the Zone on December 31, 2052. 5.11 Venue for Performance
or Litigation. This Agreement is performable only in Collin County, Texas. Venue for any action affecting this Agreement shall lie in Collin County. 5.12 Approval by the Parties.
Whenever this Agreement requires or permits approval or consent to be hereafter given by any of the Parties, the Parties agree that such approval or TIRZ No. 3 Agreement | 8 consent
shall not be unreasonably withheld, conditioned or delayed. 5.13 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of
which shall constitute one and the same instrument. 5.14 Severability and Legal Construction. If a court of competent jurisdiction finds any provision of this Agreement to be invalid,
illegal, or unenforceable as to any person of circumstance, such finding shall not render that provision invalid, illegal or unenforceable as to any other persons or circumstances.
It is the intention and agreement of the Parties to this Agreement that each such illegal, invalid or unenforceable provision shall be amended by the Parties hereto to the extent necessary
to make it legal, valid and enforceable while achieving the same object of such provision, or, if that is not possible, by substituting therefore another provision that is legal,
valid and enforceable and achieves the same objectives (or, if such provision cannot be amended or a provision substituted therefore in a manner that is legal, valid and enforceable
and achieves the same objectives, then such provision shall be amended or a new provision substituted therefore that achieves as closely as possible the same objectives or economic
position as the illegal, invalid, or unenforceable provision.) [EXECUTION PAGE FOLLOWS] TIRZ No. 3 Agreement | 12 EXHIBIT A Property Description and Depiction 109.402 ACRES TRACT 1 (65.070 ACRES
) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J.
ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED
IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC RECORDED IN
INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.; THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325 TRACT; N 89° 17' 48" E, 110.00 FEET;
N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32° 59' 01", HAVING A RADIUS OF 525.0
0 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07 FEET; N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET,
THROUGH A CENTRAL ANGLE OF 00° 30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44 FEET; N 57° 43' 11" W, 162.85 FEET; S 32° 16' 50" W, 605.17 FEET;
THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1309.9
7 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04 FEET; TIRZ No. 3 Agreement | 13 N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, A
N ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44° 28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66 FEET; S 16° 30' 37" E, 120.00 FEET TO T
HE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BE
ARS S 74° 05' 05" W, 27.21 FEET; S 31° 32' 06" W, 43.31 FEET; S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT; THENCE S 89° 05' 29" W, 95.27 FEET; THENCE DEPARTING SAID NORTH LIN
E OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE FOLLOWING BEARINGS AND DISTANCES: N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, A
N ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01° 11' 26", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON
‐TANGENTIAL LINE. N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07° 05' 51", HAVIN
G A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31 FEET; S 89° 05' 29" W, 1,229.11 FEET; N 45° 54' 31" W, 42.43 FEET; N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF
A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 FEET, THROUGH A CENTRAL ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N
05° 09' 24" E, 139.47 FEET; N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL
ANGLE OF 07° 14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02 FEET; N 20° 08' 12" E, 50.00 FEET; N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CU
RVE TO THE LEFT; TIRZ No. 3 Agreement | 14 WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27° 42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHI
CH BEARS N 07° 16' 34" E, 301.77 FEET; N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE
OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75 FEET; N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO
THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 01° 24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00 FEET; N 83° 35' 40" E, 67.70 F
EET; S 87° 45' 57" E, 468.26 FEET; S 87° 55' 48" E, 10.60 FEET; N 01° 44' 03" E, 20.00 FEET; S 88° 15' 57" E, 50.00 FEET; S 01° 44' 03" W, 23.48 FEET; N 89° 15' 16" E, 160.00 FEET;
N 84° 17' 59" E, 91.31 FEET; N 81° 10' 42" E, 54.72 FEET; N 75° 20' 06" E, 60.71 FEET; N 70° 47' 30" E, 41.34 FEET; N 66° 36' 18" E, 49.56 FEET; N 61° 16' 50" E, 59.24 FEET; N 56° 58' 45" E, 5
0.71 FEET; N 55° 47' 22" E, 49.81 FEET; N 58° 06' 52" E, 47.94 FEET; N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 F
EET, THROUGH A CENTRAL ANGLE OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; TIRZ No. 3 Agreement | 15 WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE
OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85 FEET; N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO
THE LEFT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90 FEET; S 54° 25' 35" E, 89.
54 FEET; N 24° 51' 49" E, 70.52 FEET; S 64° 05' 47" E, 100.01 FEET; S 65° 13' 30" E, 75.00 FEET; N 69° 45' 54" E, 42.43 FEET; N 24° 45' 54" E, 22.77 FEET; S 65° 14' 06" E, 120.00 FEET;
S 24° 45' 54" W, 23.65 FEET; S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL
ANGLE OF 05° 31' 37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43 FEET; N 24° 45' 54" E, 31.64 FEET; S 58° 13' 31" E, 50.38 FEET; S 24° 45' 54" W, 33.83
FEET; S 55° 20' 20" E, 104.47 FEET; S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF
770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 49.91 FEET, THROUGH A CENTRAL
ANGLE OF 07° 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88 FEET; S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
TIRZ No. 3 Agreement | 16 WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING OF
A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05° 17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48'
59" E, 71.18 FEET; N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL ANGLE OF 03° 06' 19", HAVI
NG A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE. N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE
TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11° 26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191
.26 FEET; S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL ANGLE OF 12° 23' 42", HAVING A RADI
US OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40 FEET; S 01° 59' 25" E, 283.25 FEET; THENCE S 89° 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457
SQUARE FEET OR 65.070 ACRES MORE OR LESS; TRACT 2 (44.332 ACRES) BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE SURVEY, ABSTRACT NUMBER 10
5, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND D
ESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRI
BED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY,
TEXAS (P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT; THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA 325 TRACT THE FOLLOWING B
EARINGS AND DISTANCES: S 89° 47' 13" E, 602.59 FEET; TIRZ No. 3 Agreement | 17 N 88° 59' 00" E, 461.54 FEET; THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE
FOLLOWING BEARINGS AND DISTANCES: S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL
ANGLE OF 31° 31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1010.49 FEET; S 24° 45' 54" W, 220.34 FEET; S 24° 45' 54" W, 22.77 FEET; S 69° 45' 54" W, 42.
43 FEET; N 65° 13' 30" W, 75.00 FEET; N 64° 05' 47" W, 100.01 FEET; S 24° 51' 49" W, 70.52 FEET; N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIG
HT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24° 08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90 FEET; S 59° 42' 35" W, 120.15 FEET
TO THE BEGINNING OF A CURVFE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WH
ICH BEARS N 29° 08' 53" W, 45.85 FEET; S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE
OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90 FEET; S 57° 16' 20" W, 66.93 FEET; S 58° 06' 52" W, 47.94 FEET; S 55° 47' 22" W, 49.81 FEET;
S 56° 58' 45" W, 50.71 FEET; S 61° 16' 50" W, 59.24 FEET; S 66° 36' 18" W, 49.56 FEET; S 70° 47' 30" W, 41.34 FEET; TIRZ No. 3 Agreement | 18 S 75° 20' 06" W, 60.71 FEET; S 81° 10' 42" W, 54.7
2 FEET; S 84° 17' 59" W, 91.31 FEET; S 89° 15' 16" W, 160.00 FEET; N 01° 44' 03" E, 23.48 FEET; N 01° 44' 03" E, 104.07 FEET; S 88° 15' 57" E, 10.50 FEET; N 01° 44' 03" E, 50.00 FEET;
N 88° 15' 57" W, 109.33 FEET; N 01° 44' 03" E, 130.00 FEET; N 00° 53' 08" E, 401.03 FEET; N 68° 31' 37" E, 311.47 FEET; N 27° 44' 36" E, 271.58 FEET; N 78° 55' 21" E, 359.52 FEET;
N 89° 19' 48" E, 60.00 FEET; N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING; THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE
FEET OR 44.332 ACRES MORE OR LESS.