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20-2507 INCOMPLETEORDINANCE NO. 20-2507 AN ORDINANCE ADOPTED CONCURRENTLY BY THE CITIES OF BRYAN, DENTON, GARLAND AND GREENVILLE. TEXAS, APPROVDqG THE EXECUTION BY THE TEXAS MUNICIPAL POWER AGENCY (“AGENCY”) OF AN ASSET PURCHASE AGREEWVr FOR THE SALE OF THE AGENCY’S GIBBONS CREEK STEAM ELECTRIC STATION AND RELATED ASSETS IN GRIMES COUNTY, TEXAS; APPROVING AN ASSOCIATED GENERATION BUDGEr AMENDMENT; AND PROVIDUVG AN EFFECTIVE DATE. WHEREAS, on July 18, 1975, the cities of Bryan, Denton, Garland, and Greenville (each, a “Member City” and collectively, the “Member Cities”) created the Agency and, effective April 30, 2016, elected for the Agency to be governed by Subchapter C-1, Chapter 163, Utilities Ccxie (“Subchapter C-1 ); WHEREAS, effective September 1, 2016, the Member Cities and the Agency entered into a Joint Operating Agreement (as amended, the “JOA“); WHEREAS, Subchaptu C-1 and the JO A permit the Agency to sell its electric facilities having a value in excess of ten million dollars ($ 10,000,000.00), but only with the approval of the Member Cities by concurrent ordinance; WHEREAS, the Agency has negotiated an asset purchase agreement (the “Asset Purchase Agreement”) for the sale of the Agency’s Gibbons Creek Steam Electric Station, including its associated reservoir and rail spur, in Grimes County, Texas (“Gibbons Creek Assets”) and has requested that the Member Cities approve the sale in accordance with Subchapter C-1 and the JOA WHEREAS, the approval of the Asset Purchase Agreement requires approval by the Member Cities of an amendment to the Agency's Generation Budget, as set forth in Exhibit B hereto; WHEREAS, the City Council of the City of Denton deems it advisable to approve the sale of GR>bons Creek; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTONHEREBY ORDAnqs: SECTION 1. That the City of Denton approves the sale of Gibbons Creek Assets. SECTION 2. That the sale of the Gibbons Creek Assets shall be in accordance with the Asset Purchase Agreement, substantially in the form of Exhibit “A”, which is attached hereto arxi incorporated herein. SECTION 3. That, as the Agency is required to amend its FY202 1 Generation Bud@ and charges to make payments required by the Asset Purchase Agreement upon the closing of the sale of the Gibbons Creek Assets in the manner set forth in attached Exhibit "B", such bud@ amendment is approved in accordance with Section 2.6.2.4 of the JOA; SECTION 4. That this Ordinance shall become effective (i) upon the adoption of this Ordinance by all Member Cities (ii) on the date it is adopted by the last Member City to adopt this Ordinance. „..M£'F%:;gT'"HFdgVFF{"”"TI,%.=::=:.t=il)wp.,,W the following vote B_ - a Aye -/ a Nay Abstain Absent Mayor Gerald Hudspeth: Birdia Johnson, District 1 : Connie Baker, District 2: Jesse Davis. District 3: John Ryan, District 4: Deb Armintor, At Large Place 5 :,„/ aPaul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of _Ln _, 2021. ddrgiG ArrEST: ROSA RIOS, CITY SECRETARY \tlllllltl {&Ckm. _ A APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATrORNEY BY: Execution Version ASSET PURCHASE AGREEMENT by and between TEXAS MUNICIPAL POWER AGENCY, as Seller, and GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, as Purchaser dated as of February 10, 2021 i TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND CONSTRUCTION ................................................................. 1 Section 1.01 Definitions........................................................................................................... 1 Section 1.02 Construction ...................................................................................................... 11 ARTICLE II. PURCHASE AND SALE; CLOSING ................................................................... 12 Section 2.01 Purchase and Sale ............................................................................................. 12 Section 2.02 Acquisition Consideration ................................................................................ 12 Section 2.03 Closing .............................................................................................................. 12 Section 2.04 Deliveries by Seller ........................................................................................... 12 Section 2.05 Deliveries by Purchaser .................................................................................... 13 Section 2.06 Prorations .......................................................................................................... 13 Section 2.07 Assumed Liabilities .......................................................................................... 13 Section 2.08 Excluded Liabilities .......................................................................................... 13 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER ............................... 14 Section 3.01 Organization and Qualification ......................................................................... 14 Section 3.02 Authority ........................................................................................................... 14 Section 3.03 No Conflicts; Consents and Approvals ............................................................. 14 Section 3.04 Litigation ........................................................................................................... 14 Section 3.05 Compliance with Laws; Permits ....................................................................... 15 Section 3.06 Real Property .................................................................................................... 15 Section 3.07 Insurance ........................................................................................................... 16 Section 3.08 Taxes ................................................................................................................. 16 Section 3.09 Brokers .............................................................................................................. 16 Section 3.10 Title to Purchased Assets .................................................................................. 16 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER ...................... 17 Section 4.01 Organization and Qualification ......................................................................... 17 Section 4.02 Authority ........................................................................................................... 17 Section 4.03 No Conflicts; Consents and Approvals ............................................................. 17 Section 4.04 Litigation ........................................................................................................... 17 Section 4.05 Compliance with Laws ..................................................................................... 18 Section 4.06 Brokers .............................................................................................................. 18 Section 4.07 Anti-Boycott Verification ................................................................................. 18 Section 4.08 Prohibition on Contracts with Certain Companies ........................................... 18 Section 4.09 Contracting Information .................................................................................... 18 Section 4.10 Purchaser’s Due Diligence Procedures ............................................................. 18 ARTICLE V. COVENANTS ........................................................................................................ 19 Section 5.01 Access of Purchaser .......................................................................................... 19 Section 5.02 Conduct of Business Pending the Closing ........................................................ 19 Section 5.03 Press Releases ................................................................................................... 20 Section 5.04 Expenses and Fees ............................................................................................ 20 Section 5.05 Agreement to Cooperate; Governmental Approvals ......................................... 20 ii Section 5.06 Further Assurances............................................................................................ 20 Section 5.07 Regulatory Filings ............................................................................................. 21 Section 5.08 Insurance ........................................................................................................... 21 Section 5.09 Escrow Agreement ............................................................................................ 21 Section 5.10 Environmental Compliance .............................................................................. 21 Section 5.11 Closing Cash Payment ...................................................................................... 22 ARTICLE VI. CONDITIONS TO PERFORMANCE ................................................................. 22 Section 6.01 Conditions to the Obligation of Purchaser to Closing ...................................... 22 Section 6.02 Conditions to the Obligation of Seller to Closing ............................................. 22 ARTICLE VII. TERMINATION ................................................................................................. 23 Section 7.01 Termination ....................................................................................................... 23 Section 7.02 Effect of Termination ........................................................................................ 24 ARTICLE VIII. INDEMNIFICATION; LIABILITY .................................................................. 24 Section 8.01 Survival ............................................................................................................. 24 Section 8.02 Indemnification ................................................................................................. 24 Section 8.03 Right to Specific Performance; Certain Limitations ......................................... 25 Section 8.04 No Other Representations ................................................................................. 25 ARTICLE IX. ENVIRONMENTAL ............................................................................................ 26 Section 9.01 No Environmental Representations or Warranties; Disclaimer ........................ 26 Section 9.02 Assumption and Covenant; Release; Indemnity ............................................... 27 Section 9.03 Purchaser Environmental Covenant .................................................................. 29 Section 9.04 Warranty Deed .................................................................................................. 29 Section 9.05 Transferee Obligations ...................................................................................... 29 Section 9.06 Performance Bond ............................................................................................ 30 Section 9.07 Permits .............................................................................................................. 33 Section 9.08 Reimbursement of Site F Landfill Costs ........................................................... 34 Section 9.09 Survival ............................................................................................................. 34 ARTICLE X. MISCELLANEOUS .............................................................................................. 34 Section 10.01 Confidential Information .................................................................................. 34 Section 10.02 Notices .............................................................................................................. 34 Section 10.03 Headings ........................................................................................................... 35 Section 10.04 Assignment ....................................................................................................... 35 Section 10.05 Disputes............................................................................................................. 35 Section 10.06 Governing Law; Jurisdiction ............................................................................. 35 Section 10.07 WAIVER OF RIGHT TO TRIAL BY JURY................................................... 36 Section 10.08 Counterparts ...................................................................................................... 36 Section 10.09 Amendments ..................................................................................................... 36 Section 10.10 Entire Agreement .............................................................................................. 36 Section 10.11 Severability ....................................................................................................... 36 Section 10.12 Third Party Beneficiaries .................................................................................. 37 iii EXHIBITS Exhibit A Form of Bill of Sale Exhibit B Form of Assignment and Assumption Agreement - Purchaser Exhibit C-1 Form of Warranty Deed for Parcels with Recognized Environmental Conditions Exhibit C-2 Form of Warranty Deed for Parcels with no Recognized Environmental Conditions Exhibit D Form of Escrow Agreement Exhibit E Project Schedule Exhibit F Regulatory Closure Bond Exhibit G Form of Assignment and Assumption Agreement - Transferees SCHEDULES Schedule 1.01(a) Purchased Personal Property Schedule 1.01(b) Excluded Assets Schedule 1.01(c) Closing Permitted Encumbrances Schedule 1.01(d) Seller’s Knowledge Schedule 1.01(e) Real Property Schedule 2.07 Assumed Liabilities Schedule 3.02 Seller Internal Approvals Schedule 3.03(b) Seller Approvals Schedule 3.04 Litigation Schedule 3.05(a) Compliance with Laws Schedule 3.05(b) Permits Schedule 3.07(a) Insurance Schedule 3.07(b) Insurance Claims Schedule 4.03(c) Purchaser Approvals Schedule 5.02(a) Conduct of Business Pending Closing Schedule 9.06(a) Estimated Remediation Costs per Project ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) dated as of February 10, 2021, is made and entered into by and between TEXAS MUNICIPAL POWER AGENCY, a municipal corporation and municipal power agency created under the laws of the State of Texas (“Seller”), and GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, a limited liability company organized under the laws of the State of Texas (“Purchaser”). RECITALS WHEREAS, Seller is the owner of 6,170 acres of land located in Grimes County, State of Texas, which includes the Gibbons Creek Reservoir and associated water rights and the Gibbons Creek Steam Electric Station, and a coal-fired electric generating facility (as hereinafter more particularly defined, the “Purchased Assets”); and WHEREAS, Purchaser and Seller desire to enter into this Agreement under which Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller, the Purchased Assets (as defined herein). NOW, THEREFORE, in consideration of the foregoing and the mutual promises made in this Agreement and of the mutual benefits to be derived from such promises, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows: ARTICLE I. DEFINITIONS AND CONSTRUCTION Section 1.01 Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below: “Affiliate” means any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities or ownership interests, by contract or otherwise, and specifically with respect to a corporation, partnership, trust or limited liability company, means direct or indirect ownership of more than fifty percent (50%) of the voting securities in such corporation or of the voting interest in a partnership or limited liability company or of the beneficial interests in a trust. “Agency Action” means any notice of violation, complaint, order, consent order, consent agreement, assessment of a fine or penalty or other similar demand for action brought by a Governmental Authority having the requisite authority and jurisdiction to bring such action. “Agreement” has the meaning set forth in the introductory paragraph to this Agreement, including all Exhibits and Schedules attached hereto and any amendments or supplements executed and delivered in accordance with the terms hereof. “Annual Estimate” has the meaning set forth in Section 9.06(d). 2 “Assigned Permits” means any Permits that Purchaser desires to assume at Closing (i) that are freely assignable by Seller to Purchaser at Closing or (ii) with respect to which Purchaser has made all applications or filings, paid all fees or other amounts, and obtained all consents or approvals necessary for Purchaser to assume such Permits at Closing. “Assignment Agreement” has the meaning set forth in Section 2.04(b). “Assumed Liabilities” has the meaning set forth in Section 2.07. “Bill of Sale” has the meaning set forth in Section 2.04(a). “Books and Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, ledgers, journals, title policies, supplier lists, regulatory filings, data and plans, technical documentation (as-built drawings, design specifications or diagrams, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, original equipment manufacturer maintenance documents and technical information letters, user manuals, training materials, release notes, working papers, etc.), operating records and reports, internal and external correspondence and other documents relating to the Purchased Assets, and other similar materials. “Business Day” means a day other than Saturday, Sunday or any day that is declared to be an official holiday in the State of Texas. “CERCLA” means the federal Comprehensive Environmental Response, Compensation and Liability Act. “Claim” means any demand, claim, action, legal proceeding (whether at law or in equity) or arbitration. “Closing” has the meaning set forth in Section 2.03. “Closing Date” means the date on which the Closing occurs. “Closing Permitted Encumbrances” means any Existing Encumbrances other than Liens relating to any Indebtedness or which otherwise secure any Liability under any Contract on the Purchased Assets. “Code” means the Internal Revenue Code of 1986, as amended. “Confidentiality Agreement” means (i) that certain Confidentiality Agreement dated April 10, 2019, between Melt Solutions, LLC (an Affiliate of Purchaser) and Seller, and (ii) any confidentiality agreement between Seller and Purchaser (or any of Purchaser’s Affiliates), or their respective successors or assigns. “Contract” means any enforceable written or oral agreement, understanding, lease, license, option, guaranty, warranty, evidence of indebtedness, mortgage, indenture, security agreement, purchase order, binding bid, letter of credit, loan agreement or other enforceable contract, commitment or undertaking of any kind. 3 “Dispute” has the meaning set forth in Section 10.05(a). “Dispute Notice” has the meaning set forth in Section 10.05(a). “Environment” means soil, land, surface and subsurface strata, surface waters (including navigable and non-navigable inland and ocean waters), groundwaters, drinking water supply, stream sediments, indoor or outdoor air, plant and animal life, and any other environmental medium or natural resource. “Environmental Compliance” means any permitting, registering, closure, remediation, mitigation, investigation, monitoring, posting of financial assurance, reporting, filing, maintaining, inspecting, recording or other actions, obligations or requirements under Environmental Laws in connection with the Purchased Assets, irrespective of whether the Liability, Release, acts, omissions, Claims or violations giving rise to such requirements are alleged to have occurred, or the facts and conditions giving rise or related to such Liability, obligations or requirements existed prior to or subsequent to Closing or were known or unknown as of Closing. “Environmental Conditions” means the presence of Hazardous Substances which have been Released into the Environment or the presence of Hazardous Substances that would reasonably be expected to pose a threat of Release of Hazardous Substances into the Environment in violation of Environmental Laws. “Environmental Designee” means an individual or consulting firm selected by Seller to perform the environmental review and audit activities set forth in Section 9.01(b). “Environmental Insurance Policy” means a pollution legal liability insurance policy covering the Real Property, in form and substance acceptable to Seller, for the benefit of the Seller Indemnitees and issued by an insurer rated no less than A- or equivalent by Moody’s, S&P or A.M. Best, with: (i) a 100% earned premium on the Closing Date, (ii) $25,000,000 coverage limits for all on-site and off-site Response Actions, third-party bodily injury and property claims, unknown environmental conditions at, on, under or migrating from the Real Property, diminution in value, off-site disposal and transportation, and Purchaser's Indemnification Obligations, and (iii) a minimum 10-year primary term commencing on the Closing Date. “Environmental Laws” means any and all Laws or permits relating to pollution or occupational health or safety or protection of human health or the Environment, including those relating to emissions, Release or threatened Release into or impacting the Environment, or otherwise relating to the management, generation, manufacture, processing, distribution, use, treatment, storage, disposal, emission, discharge, transport or handling of Hazardous Substances. “Environmental Laws” includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Emergency Planning and Community Right-to- Know Act, as amended, the Resource Conservation and Recovery Act, as amended, the Occupational Safety and Health Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as amended, the Oil Pollution Act, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, and any other federal, state and local Laws related to same, and their implementing regulations, policies and agency guidance, whether any of the foregoing are in effect or otherwise applicable prior to, as of, or subsequent to Closing. 4 “Environmental Liabilities” mean any and all Losses, Liabilities, costs (including investigative, monitoring, containment, disposal and remediation costs and court costs and other costs of administrative or judicial proceedings), asset retirement obligations, fines and penalties, judgments, awards or damages (including personal injury and property damages based on or arising out of exposure to Hazardous Substances), natural resource damage and assessments, third party Claims, injunctive relief and fees (including reasonable attorney, expert, engineering and consultant fees) related to, caused by, or resulting from (i) the presence, creation, storage, impoundment, handling, or Release of any Hazardous Substances on the Real Property or arising under or with respect to any Environmental Laws, irrespective of whether the Release, act, omissions, Claims or violations are alleged to have occurred or the facts and conditions giving rise or related to the Losses, Liabilities or costs existed prior to or subsequent to Closing or were known or unknown as of Closing, (ii) Plant Shutdown and Decommissioning and Regulatory Closure of the Purchased Assets, including any Environmental Compliance and Response Actions, and (iii) Environmental Post-Closure Requirements. “Environmental Post-Closure Requirements” means any monitoring, investigation, maintenance, inspection, corrective action or other Response Actions required to be performed as a condition of Regulatory Closure by the EPA, the TCEQ, and each other environmental regulatory agency having jurisdiction over the Real Property, including all obligations to obtain, maintain, renew and reissue any Post-Closure Bond and other Performance Bonds through Regulatory Closure of the Purchased Assets as required by this Agreement. “EPA” means the United States Environmental Protection Agency. “ERCOT” means The Electric Reliability Council of Texas and any successor. “Escrow Agent” means any independent, commercial escrow agent acceptable to both of the Parties. “Escrow Agreement” has the meaning set forth in Section 2.04(d). “Escrowed Amount” means Twenty-Eight Million Five Hundred Forty-Six Thousand ($28,546,000). “Excluded Assets” means, notwithstanding any other provision of this Agreement, all assets of Seller other than the Purchased Assets, including the following: (a) cash, certificates of deposit and other bank deposits, treasury bills and other cash equivalents or other investments, on hand or in bank accounts, and all of Seller’s bank accounts, intercompany accounts, accounts receivable, and notes receivable; (b) all refunds or credits, if any, of Taxes due to or from Seller and (i) accrued prior to the Closing or that are otherwise applicable to a Pre-Closing Tax Period or (ii) which otherwise cannot be assigned by Law; (c) all Books and Records and other corporate, financial and Tax records of Seller; 5 (d) Seller’s insurance policies; and (e) the assets identified as “Excluded Assets” in Schedule 1.01(b). “Excluded Liabilities” has the meaning set forth in Section 2.08. “Execution Date” means the date of this Agreement. “Existing Encumbrances” means (a) mechanic’s, materialmen’s, workmen’s, repairmen’s and similar Liens arising in the Ordinary Course with respect to any amounts not yet due and payable or which (i) are being contested in good faith through appropriate proceedings or (ii) have been bonded; provided, that in either case, none of the Purchased Assets are reasonably likely to become subject to forfeiture or sale during the pendency of any such proceeding; (b) Liens for Taxes not yet due and payable or which are being contested in good faith through appropriate proceedings; provided, that no portion of the Purchased Assets is reasonably likely to result in sale or forfeiture during the pendency of such proceedings; (c) in the case of Real Property, all such items and matters as are disclosed on the Existing Survey; (d) Liens, encumbrances, easements, retained rights and other matters disclosed on Schedule 1.01(b) or Schedule 1.01(c) hereto; (e) zoning, entitlement, conservation restriction and other land use and environmental regulations by any Governmental Authority; (f) Liens caused by, created by, or existing as a result of, or pursuant to, this Agreement, or otherwise approved or consented to by Purchaser in writing; (g) Liens relating to any Indebtedness; and (h) any other Lien or encumbrance of record. “Existing Survey” means the Survey Plat of Texas Municipal Power Agency (TMPA Power Plant & Gibbons Creek Reservoir) dated November 21, 2016, last revised August 8, 2018, prepared by S.M. Kling, R.P.L.S. No. 2003, of Civil Engineering Consultants, a copy of which has been delivered to Purchaser. “Fixtures and Improvements” means the improvements located on the Real Property and the fixtures attached to such improvements, including the coal-fired boiler, steam turbine, air handling equipment, circulating water pumps, transformers, storage tanks, generator interconnection facilities, air conditioning, ventilation and heating equipment, control stations, and cranes owned by Seller. “GAAP” means generally accepted accounting principles in the United States of America. “Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision or similar governing entity, and including any governmental, quasi- governmental or non-governmental body administering, regulating or having general oversight over water, gas, electricity, power or other markets, including NERC, PUCT and ERCOT, but excluding Seller and any of its Member Cities. “Guaranteed Obligations” has the meaning set forth in Section 9.06(c)(ii). “Hazardous Substance” means any chemical, element, substance, compound, mixture, material or waste presently listed, defined or classified as a pollutant, toxic pollutant, contaminant, hazardous substance, toxic substance, solid waste, hazardous waste, hazardous material, hazardous 6 air pollutant, extremely hazardous waste, extremely hazardous substance, restricted hazardous waste, toxic waste under any applicable Environmental Laws, including asbestos, presumed asbestos-containing material, asbestos-containing material, petroleum, petroleum products, natural gas or synthetic gas usable for fuel, polychlorinated biphenyls, lead and lead-based paint, radon, radioactive materials, flammables and explosives. “Indebtedness” means any of the following: (a) any indebtedness for borrowed money; (b) any obligations evidenced by bonds, debentures, notes or other similar instruments; (c) any obligations to pay the deferred purchase price of property or services, except trade accounts payable and other liabilities arising in the Ordinary Course; (d) any obligations as lessee under capitalized leases; (e) any obligations, contingent or otherwise, under acceptance, letters of credit or similar facilities; and (f) any guaranty of any of the foregoing. “Indemnification Obligations” means all of Purchaser’s indemnification obligations arising under this Agreement, including those set forth in Sections 8.02 and 9.02. “Insufficiency” means the amount, at any given time, by which (i) the estimate of the cost required to complete the Guaranteed Obligations covered by a Performance Bond exceeds (ii) the penal sum of such Performance Bond plus the portion, if any, of the Escrowed Amount that is allocated specifically to the completion of such Guaranteed Obligations. “Insufficiency Notice” has the meaning set forth in Section 9.06(d). “Interim Period” means the period of time from the Execution Date until the earlier to occur of (x) the Closing Date and (y) termination of this Agreement. “Joint Operating Agreement” means the Joint Operating Agreement, dated September 1, 2016, among Seller and Member Cities, as amended to date. “Knowledge” means, in the case of Seller, the actual, present recollection (as opposed to any constructive or imputed knowledge) of the individuals listed on Schedule 1.01(d); provided that lack of Knowledge by an individual listed in Schedule 1.01(d) shall only be claimed to the extent such individual has reviewed the provisions contained in this Agreement to which Seller’s Knowledge is applicable and the corresponding Schedules hereto. “Laws” means all laws, statutes, rules, regulations, ordinances, Orders, and other pronouncements having the effect of law of any Governmental Authority. “Liabilities” or “Liability” means any and all direct or indirect liability, obligation, commitment, expense, Claims, loss, damage, indebtedness, principal, interest, penalty, guaranty or endorsement of any type, absolute or contingent, known or unknown, accrued or unaccrued, due or to become due, liquidated or unliquidated. “Lien” means any security interest, pledge, mortgage, lien, charge, encumbrance, conditional sale agreement, title retention contract, right of first refusal, option to purchase, proxy, voting trust or voting agreement or any similar interest. 7 “Loss” or “Losses” means any and all judgments, Liabilities, amounts paid in settlement, awards, damages, fines, penalties, deficiencies, losses, Claims, demands, assessments, costs, and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any Claim, default, assessment, Order, decree, action, cause of action, litigation, suit, investigation, notice of violations, or other proceedings). “Material Adverse Effect” means any results, occurrences, facts, changes, events or effects occurring on or after the Execution Date and prior to Closing that, individually or in the aggregate, could reasonably be expected to have, or has had a material adverse effect on (a) the Purchased Assets or the Assumed Liabilities, or (b) the ability of Seller to consummate the transaction hereunder or perform its obligations hereunder, each on a timely basis. “Member Cities” means the City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, and City of Greenville, Texas. “Member City” shall refer to any of the Member Cities individually. “Moody’s” means Moody’s Investor Services, Inc., and its successors. “NERC” means North American Electric Reliability Corporation and any successor. “Notifying Party” has the meaning set forth in Section 10.05(a). “Order” means any final, non-appealable award, decree, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Authority, or by any arbitrator. “Ordinary Course” means the ordinary course of business, consistent with Seller’s prior operations, except as may be affected by the performance of Seller’s obligations under this Agreement. “Parcel” or “Parcels” means one or more, as applicable, of the ten (10) parcels of the Real Property described on Schedule 1.01(e). “Parcels with Recognized Environmental Conditions” means all Parcels other than Parcels with No Recognized Environmental Conditions. “Parcels with No Recognized Environmental Conditions” means any Parcel or Parcels for which Seller has received from Purchaser or any Transferee written evidence, acceptable to Seller or the Environmental Designee, that any of the following conditions has been met with respect to such Parcel or Parcels: (i) An ASTM Phase I Environmental Site Assessment (ESA) and, if necessary, an ASTM Phase 2 ESA, performed by a third party “Environmental Professional” (as defined in 40 CFR § 312.10) determines such Parcel is free from “Recognized Environmental Conditions” (as defined in ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (ASTM Standard E 1527-05, as may be revised or updated from time to time)); or 8 (ii) Purchaser obtains a Certificate under the Innocent Owner/Operator Program (IOP) for any Recognized Environmental Condition on such Parcel which is contaminated as a result of a release or migration of contaminants from a source or sources not located on such Parcel and neither Purchaser nor Seller caused or contributed to the source or sources of the contamination on such Parcel; or (iii) Purchaser enrolls such Parcel in the TCEQ's Voluntary Cleanup Program (VCP) and obtains a Certificate of Completion and Final Certificate from the TCEQ meeting the requirements as established by the Texas Health and Safety Code, Title 5, Subtitle B, Chapter 361, Subchapter S, Voluntary Cleanup Program §361.601. “Party” or “Parties” means Purchaser, on the one hand, and Seller, on the other hand. “Performance Bond” or “Performance Bonds” mean one or more, as applicable, of the Regulatory Closure Bond, the Post-Closure Bond(s), and all other payment and performance bonds or other forms of financial assurance issued for the benefit of Seller or TCEQ pursuant to this Agreement. “Permits” means all permits, licenses, franchises, concessions, consents, authorizations, approvals, registrations, filings or similar acts of, with, or by any Governmental Authority that are currently held by Seller in connection with the Purchased Assets. “Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority, Seller, and the Member Cities. “Plant Shutdown and Decommissioning” means, without limitation, removal of residual coal and ash from handling systems, emptying chemical storage tanks and associated piping, emptying oil and fuel-containing equipment and associated piping, removing excess chemical and waste containers, venting and purging compressed gas tanks and lines, closing and draining water intake and discharge structures and systems, removal of excess above grade coal, removal of Hazardous Substances from buildings and structures. “Post-Closing Tax Period” means any Tax period ending on or after the Closing Date. “Post-Closure Bond” means one or more payment and performance bonds, or other forms of financial assurance, to guarantee the performance of the Environmental Post-Closure Requirements through Regulatory Closure of the Purchased Assets, either (i) in the penal sum and form prescribed by TCEQ or (ii) in a penal sum sufficient to guarantee the Parties' mutually- agreeable estimated costs of completing the guaranteed Environmental Post-Closure Requirements and in a form reasonably acceptable to Seller. “Pre-Closing Tax Period” means any Tax period ending before the Closing Date. “Preliminary Regulatory Closure” means written confirmation from the EPA, the TCEQ, and each other environmental regulatory agency having jurisdiction over the Real Property, as applicable under Environmental Laws, that (i) all Required Remediation Actions have been performed and completed in compliance with all applicable Environmental Laws or other 9 applicable governmental regulations, including a closure plan or response action plan approved by an applicable Governmental Authority, and no further action is required for the Required Remediation Actions other than the performance of any Environmental Post-Closure Requirements and (ii) Plant Shutdown and Decommissioning and all other Response Actions or Environmental Compliance required pursuant to applicable Environmental Law have been performed and completed in compliance with all applicable Environmental Laws or other applicable governmental regulations and no further action is required for the Purchased Assets other than the performance of any Environmental Post-Closure Requirements. “Project Schedule” means the 34-month remediation project schedule attached hereto as Exhibit E. “PUCT” means Public Utility Commission of Texas and any successor. “Purchased Assets” means the Real Property (excluding any mineral interests related thereto), Fixtures and Improvements, Warranties, Assigned Permits, and the personal property listed on Schedule 1.01(a), in each instance excluding the Excluded Assets. “Purchaser” has the meaning set forth in the introductory paragraph to this Agreement. “Purchaser Approvals” has the meaning set forth in Section 4.03(c). “Purchaser’s Determination” has the meaning set forth in Section 2.06(c). “Real Property” means all of the real property interests described on Schedule 1.01(e). “Recipient Party” has the meaning set forth in Section 10.05(a). “Regulatory Closure” means written confirmation from the EPA, the TCEQ, and each other environmental regulatory agency having jurisdiction over the Real Property, as applicable under Environmental Laws, that (i) all Required Remediation Actions have been performed and completed in compliance with all applicable Environmental Laws or other applicable governmental regulations and no further action is required for the Required Remediation Actions, and (ii) Plant Shutdown and Decommissioning and all other Response Actions or Environmental Compliance required pursuant to applicable Environmental Law have been performed and completed in compliance with all applicable Environmental Laws or other applicable governmental regulations and no further action is required for the Purchased Assets. “Regulatory Closure Bond” means a payment and performance bond, or other form of financial assurance, in the penal sum of Thirty Six Million Five Hundred Thousand Dollars ($36,500,000.00) to guarantee all Guaranteed Obligations with the exception of Environmental Post-Closure Requirements, in the form attached hereto as Exhibit F. “Reimbursement Agreement” means that certain Air Permit Cost Reimbursement Agreement dated February 21, 2020, among Seller, Charah, LLC, and Melt Solutions, LLC. “Release” or “Released” means any release, spill, emission, overflow, leaking, pumping, pouring, dumping, emptying, discharge, disposing, deposit, injection, escaping, leaching, seepage, 10 infiltration, introduction, or migration, whether intentional or accidental, authorized or unauthorized, of any substance into the Environment, into or out of any property, into or out of any building or other improvements, or the threat of any of the foregoing. “Required Remediation Actions” means all actions necessary to (i) remove coal combustion residuals from, and decontaminate or otherwise close, the scrubber sludge pond and all ash ponds located on the Real Property in accordance with 40 CFR §257.102(c) of EPA’s rules, as may be amended, and all associated TCEQ rules, as may be amended, (ii) close in place the Site F landfill located on the Real Property in accordance with 40 CFR §257.102(d) of EPA’s rules, as may be amended, and associated TCEQ rules, as may be amended, (iii) close the Site A landfill and the plant collection pond located on the Real Property in accordance with the TCEQ’s rules, as may be amended, and (iv) diligently pursue all of the foregoing actions to Regulatory Closure in accordance with the Project Schedule. “Response Actions” means any investigation, assessment, sampling, analysis, data or information collection, document drafting, agency submittals and correspondence, monitoring, abatement, removal, decontamination, remediation, cleanup, mitigation, management, treatment, storage, transportation or disposal related to the presence or Release of Hazardous Substances required under Environmental Laws relating to the Purchased Assets or any property contaminated or impacted by such Release and required in order to obtain Regulatory Closure. “Representatives” means the officers, directors, managers, employees, limited liability company members, limited and general partners, counsel, accountants, financial advisers or consultants and other agents of a Person and its Affiliates. “S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc., and its successors. “Schedule” or “Schedules” means one or more of the disclosure schedules attached hereto. “Seller” has the meaning set forth in the introductory paragraph to this Agreement. “Seller Approvals” has the meaning set forth in Section 3.03(b). “Seller Indemnitees” has the meaning set forth in Section 8.02(a). “Seller Internal Approvals” has the meaning set forth in Section 3.02. “Tax” or “Taxes” means any foreign, United States federal, state or local net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, personal property (tangible and intangible), real property (including general and special assessments), value added, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, environmental or windfall profit tax, custom, duty or other tax, or other governmental fee, assessment or charge of any kind whatsoever, together with any interest, penalty or addition thereto. 11 “Tax Returns” means any return, report or similar statement required to be filed with respect to any Taxes, including any information return, claim for refund, amended return and declaration of estimated Tax. “TCEQ” means the Texas Commission on Environmental Quality. “Termination Date” has the meaning set forth in Section 7.01(b)(i). “Transferee” means any transferee, grantee, assignee or owner of all or any portion of the Real Property as a result of any transfer, sale, grant, assignment or other disposition of all or any portion of the Real Property by Purchaser after, or contemporaneously with, Closing, including the successors and assigns of each of such transferees, grantees, assignees or owners. “Warranties” means all transferable rights of Seller under or pursuant to all third-party warranties, representations and guarantees made by manufacturers and suppliers in connection with the Purchased Assets or services furnished to Seller pertaining to the Purchased Assets. “Warranty Deeds” has the meaning set forth in Section 2.04(c). Section 1.02 Construction. (a) All Article, Section, Subsection, Schedule and Exhibit references used in this Agreement are to Articles, Sections, Subsections, Schedules and Exhibits to this Agreement unless otherwise specified. The Exhibits and Schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The words “includes” or “including” shall mean “includes without limitation,” “including without limitation,” or “including, but not limited to” and the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular Section or Article in which such words appear. The words “shall” and “will” shall have the same meaning and be of equal force and effect. Any reference to a Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder. Currency amounts referenced herein are in U.S. Dollars. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (d) Each Party acknowledges that it and its attorneys have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that in the event an ambiguity of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption shall arise favoring either Party by virtue of the authorship of any provisions of this Agreement. 12 ARTICLE II. PURCHASE AND SALE; CLOSING Section 2.01 Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, at Closing (i) Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, the Purchased Assets, (ii) Seller shall assign to Purchaser, and Purchaser shall assume, the Assumed Liabilities, and (iii) Purchaser shall incur the Indemnification Obligations for the benefit of the Seller Indemnitees, all pursuant to the terms of this Agreement. Notwithstanding anything to the contrary, Purchaser will not acquire any of the Excluded Assets or assume any of the Excluded Liabilities. Section 2.02 Acquisition Consideration. The aggregate acquisition consideration for the Purchased Assets is comprised of (i) Ten Dollars ($10.00); (ii) the assumption by Purchaser of the Assumed Liabilities; (iii) the Performance Bonds; and (iv) Purchaser’s Environmental Insurance Policy and Indemnification Obligations in favor of the Seller Indemnitees as set forth in this Agreement. Section 2.03 Closing. Unless this Agreement has been terminated pursuant to Article VII, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place through the electronic exchange of documents, immediately following the satisfaction or waiver by the applicable Party of all of the conditions to the Closing set forth in Sections 6.01 and 6.02. At Closing, the Parties shall (i) record the Warranty Deeds, (ii) circulate to the Parties fully- executed copies of all documents listed in Sections 2.04 and 2.05, (iii) deliver to Seller the issued Regulatory Closure Bond and the issued Environmental Insurance Policy, and (iv) Seller shall make the payments set forth in Section 2.04. Each Party shall notify the other Party in writing promptly after all of the requirements set forth in Sections 6.01 and 6.02 within such Party’s control have been satisfied or are susceptible of being satisfied upon the delivery of the certificates set forth in such sections. Section 2.04 Deliveries by Seller. On or before the Closing Date, Seller shall deliver, or cause to be delivered, the following items to Purchaser: (a) an executed original of a Bill of Sale substantially in the form attached hereto as Exhibit A (the “Bill of Sale”); (b) an executed original of an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit B (the “Assignment Agreement”); (c) executed originals of the Special Warranty Deeds for Parcels with Recognized Environmental Conditions substantially in the form attached hereto as Exhibit C-1 and for Parcels with No Recognized Environmental Conditions substantially in the form attached hereto as Exhibit C-2 (collectively, the “Warranty Deeds”); (d) an executed original of the Escrow Agreement substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”); (e) delivery of the Escrowed Amount to the Escrow Agent; 13 (f) delivery of Six Million Three Hundred Fifty-Four Thousand Dollars ($6,354,000) to Purchaser; (g) delivery of One Million Two Hundred Fifty-Five Thousand One Hundred Fifty-One and 34/100 Dollars ($1,255,151.34) to the issuer of the Regulatory Closure Bond in payment of fifty percent (50%) of the current estimated premiums for the Regulatory Closure Bond; (h) delivery of Two Hundred Thirty Thousand Dollars ($230,000) to the issuer of the Environmental Insurance Policy in payment of a portion of the premium for the Environmental Insurance Policy; and (i) an affidavit dated as of the Closing Date, in the form required by Treasury Regulations Section 1.1445-2(b)(2) and signed under penalties of perjury, stating that Seller (or, in the case of a Seller that is a disregarded entity, its owner for federal income Tax purposes) is not a foreign person (within the meaning of Section 1445 of the Code). Section 2.05 Deliveries by Purchaser. On or before the Closing Date, Purchaser shall deliver, or cause to be delivered, the following items to Seller: (a) an executed original of the Assignment Agreement; (b) an executed original of the Escrow Agreement; (c) an issued original of the Regulatory Closure Bond; (d) evidence that the Environmental Insurance Policy will be bound at Closing as required by this Agreement; and (e) executed originals of the Warranty Deeds. Section 2.06 Prorations. No amounts receivable or payable under any Contracts will be prorated between Seller and Purchaser as of the Closing Date. No Taxes will be prorated since Seller is not subject to any sales, ad valorem, or income taxes. Section 2.07 Assumed Liabilities. At the Closing, Purchaser shall assume the Liabilities and obligations relating to the Purchased Assets set forth in Schedule 2.07 (collectively, the “Assumed Liabilities”) and the pre-Closing Liabilities included in the Indemnification Obligations. Section 2.08 Excluded Liabilities. Except for the Assumed Liabilities and the pre- Closing Liabilities included in the Indemnification Obligations, Purchaser shall not assume, and shall not be deemed to have assumed, any Liabilities or obligations related to the Purchased Assets for the period prior to the Closing (such pre-Closing Liabilities of Seller, other than the Assumed Liabilities and the pre-Closing Liabilities included in the Indemnification Obligations, collectively, the “Excluded Liabilities”). For the avoidance of doubt, “Excluded Liabilities” specifically includes: (i) Seller’s labor, employment, benefits and ERISA liabilities; (ii) liabilities and obligations (other than Environmental Liabilities) under Permits, Warranties or Contracts not 14 assigned to Purchaser; (iii) liabilities (other than Environmental Liabilities) related to the Excluded Assets; (iv) Seller’s Indebtedness; (v) Seller’s Tax liabilities, and (vi) Seller’s transaction expenses. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Purchaser as of the Execution Date and as of the Closing Date that: Section 3.01 Organization and Qualification. Seller is a municipal corporation and municipal power agency created under the laws of the State of Texas, and is duly formed, validly existing and in good standing under the laws of the state of Texas. Seller is duly qualified or licensed to do business in each other jurisdiction where the actions required to be performed by it under this Agreement makes such qualification or licensing necessary. Section 3.02 Authority. Seller has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, and the performance by Seller of its obligations hereunder, have been duly and validly authorized by all necessary corporate action on the part of Seller except as set forth on Schedule 3.02 (collectively, “Seller Internal Approvals”). This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the same may be limited by governmental immunity, bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles, regardless of whether considered in a proceeding at law or in equity. Section 3.03 No Conflicts; Consents and Approvals. The execution and delivery by Seller of this Agreement does not, and the performance by Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) subject to obtaining Seller Internal Approvals, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Joint Operating Agreement or any other organizational, governing, formation, or charter documents of Seller; (b) subject to obtaining all required filings, approvals, consents, authorizations and notices set forth on Schedule 3.03(b) (collectively, with the Seller Internal Approvals, “Seller Approvals”), result in the imposition of any Lien (other than a Closing Permitted Encumbrance) upon any of the Purchased Assets; or (c) subject to obtaining the Seller Approvals, (i) materially violate or materially breach any Law or writ, judgment, Order or decree applicable to Seller, (ii) require any consent or approval of any Governmental Authority under any Law applicable to Seller, or (iii) require the consent or approval of any other third party. Section 3.04 Litigation. Except as disclosed on Schedule 3.04, there are no material Claims pending or, to the Knowledge of Seller, threatened in writing against Seller before any 15 Governmental Authority or any arbitrator. Seller is not subject to any judgment, decree, injunction, rule or Order of any Governmental Authority or any arbitrator that prohibits the consummation of the transactions contemplated by this Agreement or that would, if determined adversely to Seller, encumber the Purchased Assets or all or any portion thereof. Seller has not filed, nor is subject to, any bankruptcy, receivership, or insolvency proceedings as a debtor. Section 3.05 Compliance with Laws; Permits. (a) Except (i) as disclosed on Schedule 3.05(a) and (ii) with respect to Environmental Laws and laws relating to Taxes (as to which no representations or warranties are made by Seller), the Purchased Assets materially comply with applicable Laws. (b) Schedule 3.05(b) sets forth a list of the Permits. To the extent requested by Purchaser, Seller has delivered to Purchaser true and complete copies of each requested Permit, together with all amendments thereto. Section 3.06 Real Property. (a) Except for Existing Encumbrances set forth on Schedule 1.01(c), Seller has good and indefeasible title to the Real Property and, subject to the Existing Encumbrances, to Seller’s Knowledge there is no unrecorded Lien, easement, right-of-way agreement, license, lease (including leases of minerals, geothermal resources, and/or oil and gas), sublease, occupancy agreement, or like instrument burdening the Real Property. Seller has not received any written condemnation notice from any Governmental Agency or entity with the private right of eminent domain with respect to the Real Property that remains unresolved as to which Seller has not given notice to Purchaser and there is no pending or, to the Knowledge of Seller, threatened condemnation of any portion of the Real Property. Seller is in compliance in all material respects with all applicable easements, covenants and similar restrictions affecting the Real Property. (b) No offer has been made by Seller to any Person that is binding on Seller or the Real Property to dedicate any of the Real Property. (c) To Seller’s Knowledge, there are no tenants or other occupants in possession of the Real Property except pursuant to the Closing Permitted Encumbrances. (d) Since Seller’s acquisition of the Real Property, no Person has initiated any lawsuit or filed any legal action challenging Seller’s ownership of, or right of possession to, the Real Property. (e) Except for this Agreement and the Closing Permitted Encumbrances, Seller is not a party to any executory agreement to sell or lease the Real Property and has not granted any options or rights with respect to the sale or lease of the Real Property in the future. (f) To Seller’s Knowledge, no Person has filed or intends to file a mechanic’s, materialmen’s, workmen’s, repairmen’s or similar lien on the Real Property. (g) Seller has not been notified by any Person that money is past due and owing for construction, alteration or repair work on the Real Property. 16 (h) Except for this Agreement and the Closing Permitted Encumbrances, Seller has not granted any enforceable legal rights that affect the ownership or use of the Real Property. (i) Except for this Agreement and the Closing Permitted Encumbrances, to Seller’s Knowledge, no Person has any enforceable legal rights to own or possess the Real Property. (j) Seller has no Knowledge of any unresolved boundary line disputes affecting the Real Property. Section 3.07 Insurance. (a) Seller has delivered to Purchaser a true and complete list of the primary or excess policies of insurance covering the Purchased Assets and their ownership, use and operations as of the date hereof, all of which are set forth on Schedule 3.07(a). (b) From March 9, 2020, through the date hereof, other than as set forth in Schedule 3.07(b), no Claim under any of the insurance policies listed in Schedule 3.07(a) has been made, nor have any Losses been suffered, including first-party property damage Claims or Claims “incurred but not reported,” that have not been filed or settled under Seller’s property insurance policies. Neither Seller, nor to Seller’s Knowledge, any Affiliate or agent of Seller, has failed to give, in a timely manner, any notice required under any of the insurance policies listed in Schedule 3.07(a) to preserve its rights thereunder with respect to the Purchased Assets following any Claims occurring on or following March 9, 2020. Section 3.08 Taxes. (a) Seller is a municipal corporation and, as such, is exempt from property taxes, sales taxes, and income taxes. Seller has not received any notice from any Governmental Authority of any outstanding Claims or assessments with respect to any Tax relating to the Purchased Assets and no such Claim is pending or is presently being asserted in writing against the Seller or with respect to any of the Purchased Assets. Seller knows of no Tax assessment against the Purchased Assets. (b) Seller has not received written notice of any Claim by any Governmental Authority that it is or may be subject to any Tax. Section 3.09 Brokers. None of Seller or any of its Affiliates has incurred any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Purchaser or any of its Affiliates could become liable or obligated. Section 3.10 Title to Purchased Assets. Seller has good title to the Purchased Assets, free and clear of all Liens, except for Existing Encumbrances. 17 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as of the Execution Date and as of the Closing Date that: Section 4.01 Organization and Qualification. Purchaser is a limited liability company, and is duly formed, validly existing and in good standing under the laws of the state of Texas. Purchaser is duly qualified or licensed to do business in Texas and in each other jurisdiction where the actions required to be performed by it under this Agreement makes such qualification or licensing necessary. Section 4.02 Authority. Purchaser has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Purchaser of this Agreement and the performance by Purchaser of its obligations hereunder have been duly and validly authorized by all necessary limited liability company action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles, regardless of whether considered in a proceeding at law or in equity. Section 4.03 No Conflicts; Consents and Approvals. The execution and delivery by Purchaser of this Agreement does not, and the performance by Purchaser of its obligations under this Agreement and the consummation by Purchaser of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of any organizational, governing, formation, or charter documents of Purchaser; (b) violate or result in a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Purchaser is a party, or require any notice be given (which has not been given) under any Contract to which Purchaser is a party or by which it is bound; or (c) subject to obtaining the filings, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (the “Purchaser Approvals”), will not (i) violate or breach any Law or writ, judgment, Order or decree applicable to Purchaser, (ii) require the consent or approval of any other Governmental Authority under any applicable Law, or (iii) require the consent or approval of any third party. Section 4.04 Litigation. There are no Claims pending or, to Purchaser’s knowledge, threatened in writing against Purchaser. Purchaser is not subject to any judgment, decree, injunction, rule or Order of any Governmental Authority or any arbitrator that prohibits the consummation of the transactions contemplated by this Agreement or would, in the aggregate, 18 reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereunder. Section 4.05 Compliance with Laws. Purchaser is not in violation of any Law, except for violations that would not, in the aggregate, have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereunder. Section 4.06 Brokers. None of Purchaser or any of its Affiliates has incurred any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Seller or any of its Affiliates could become liable or obligated. Section 4.07 Anti-Boycott Verification. Pursuant to Section 2271.002, Texas Government Code, to the extent this Agreement is a contract for goods or services, Purchaser hereby represents that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not Boycott Israel and, subject to or as otherwise required by applicable Federal law, Purchaser agrees not to Boycott Israel during the term of this Agreement. For purposes of this Section, "Boycott Israel" shall have the meaning given such term in Section 808.001, Texas Government Code. Purchaser understands "affiliate" for this Section 4.07 to mean an entity that controls, is controlled by, or is under common control with Purchaser and exists to make a profit. Section 4.08 Prohibition on Contracts with Certain Companies. Purchaser and the person or persons executing this Agreement on behalf of Purchaser, or representing themselves as executing this Agreement on behalf of Purchaser (collectively, the “Signing Entities”), hereby acknowledge that (a) the Signing Entities do not engage in business with Iran, Sudan or any foreign terrorist organization and (b) the Signing Entities are not named 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 Section 4.09 Contracting Information. If this Agreement is executed on or after January 1, 2020, and the Agreement is a contract within the scope of Section 552.371, Government Code, then the following shall apply: (a) the requirements of Subchapter J, Chapter 552, Government Code, may apply to this Agreement and Purchaser agrees that this Agreement may be terminated if Purchaser knowingly or intentionally fails to comply with a requirement of that subchapter and (b) without limiting the foregoing, Purchaser agrees to comply with the requirements of Section 552.372, Government Code, including Section 552.372(a)(3)(B), Government Code. Section 4.10 Purchaser’s Due Diligence Procedures. Purchaser acknowledges and agrees that (i) Purchaser and its Representatives have had ample opportunity to conduct Purchaser’s own due diligence with respect to the Purchased Assets, have been given adequate access to the Real Property to inspect the Purchased Assets and their physical and operational 19 condition, and have been given adequate opportunity to ask questions of, and have received satisfactory responses from, Seller and its Representatives, (ii) Purchaser and its Representatives have had adequate opportunity to, but Purchaser has voluntarily elected not to, obtain a title report or examine title with respect to the Real Property or obtain an owner’s policy of title insurance covering its ownership interest in the Real Property, (iii) Seller has not obtained a title report or examined title to the Real Property with respect to any of Seller’s representations set forth in Article III of this Agreement, and (iv) Purchaser and its Representatives have created Purchaser’s own economic projections for the Purchased Assets and Purchaser has not relied on any financial or economic projections, forecasts, conditions, assumptions or information received from Seller or its Representatives. ARTICLE V. COVENANTS Section 5.01 Access of Purchaser. During the Interim Period, Seller shall provide Purchaser and its Representatives with reasonable access to the Purchased Assets and the officers and management employees of Seller in such a manner so as not to unreasonably interfere with the business or operations of Seller, provided that Seller shall have the right to (i) have a Representative present for any communication with employees or officers or its contractors and (ii) impose reasonable restrictions and requirements for safety or operational purposes. Section 5.02 Conduct of Business Pending the Closing. (a) During the Interim Period, Seller shall maintain the Purchased Assets in the Ordinary Course. Without limiting the foregoing, except as otherwise contemplated by this Agreement or set forth in Schedule 5.02(a) or as consented to by Purchaser (not to be unreasonably withheld, conditioned or delayed), Seller will not, and will not permit any Person to, during the Interim Period: (i) sell, transfer, convey, encumber or otherwise dispose of any portion of, or interest in, any of the Purchased Assets, or grant any easement, right-of-way agreement, license, lease, sublease, occupancy agreement, or like instrument burdening any portion of, or interest in, the Real Property that will survive the Closing, other than Existing Encumbrances; (ii) fail to maintain its existence; (iii) liquidate, dissolve, reorganize or otherwise wind up its business; (iv) enter into, modify or terminate (partially or completely), grant any waiver under, or give any consent with respect to, any Assigned Permit, except in the Ordinary Course, which action shall be promptly disclosed in writing to Purchaser by Seller; (v) enter into any agreement or settlement with any Governmental Authority that would affect Purchaser after the Closing; 20 (vi) terminate any material policy of insurance, unless such policy is replaced with a policy of insurance from financially responsible insurers covering substantially the same risks, including substantially the same coverage amounts, and including substantially the same or lower deductibles; or (vii) agree or commit to do any of the foregoing. (b) Seller may take commercially reasonable actions with respect to emergency situations or to comply with applicable Laws. Section 5.03 Press Releases. For the period between the signing of this Agreement and the Closing Date, Seller and Purchaser will consult with each other before issuing, and provide each other a reasonable opportunity to review and make reasonable comment upon any press release relating to this Agreement; provided, however, the Parties acknowledge that this Agreement will become a public record on the earlier of the date when it is posted for consideration of approval by Seller or by a Member City and that all correspondence with Seller and/or the Member Cities may be subject to the Texas Public Information Act (Texas Government Code Chapter 552). Section 5.04 Expenses and Fees. Except as expressly provided otherwise in this Agreement or in the Reimbursement Agreement, all costs and expenses incurred by a Party in performing its express obligations under this Agreement shall be paid by the Party incurring such costs and expenses; provided, however, that, to the extent that either Party requests the other Party (pursuant to Section 5.05, Section 5.06, or otherwise) to take any action, do any thing, cooperate in any manner, execute any documents, or provide any material or information, in each case that is not an express obligation of the other Party under this Agreement and the resulting costs are expected to be in excess of $1,000, then the Parties must mutually agree in advance in writing as to which Party will bear the resulting costs and expenses prior to the other Party having any obligation with respect to such request, which agreement will be in each Party's sole discretion. Seller shall be responsible for all compensation to be paid to the Environmental Designee. Except for the amounts payable by Seller at Closing pursuant to Section 2.04, all costs of the Regulatory Closure Bond and the Environmental Insurance Policy shall be payable by Purchaser. Section 5.05 Agreement to Cooperate; Governmental Approvals. Subject to the terms and conditions of this Agreement and applicable Law, each Party shall use its commercially reasonable efforts to take, or cause to be taken, all action and do, or cause to be done, all things necessary, proper or advisable to obtain as promptly as reasonably practicable all necessary or appropriate waivers, consents, approvals or authorizations of Governmental Authorities, and to satisfy all other conditions required in order to consummate the transactions contemplated by this Agreement (and, in such case, to proceed with the consummation of the transactions contemplated by this Agreement as expeditiously as possible). Section 5.06 Further Assurances. Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at either Party’s request and without further consideration, the other Party shall execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information 21 and take such other actions and execute and deliver such other documents as such Party may reasonably request in order to consummate the transactions contemplated by this Agreement. Section 5.07 Regulatory Filings. Each Party agrees to make all filings or notices required to be made by such Party pursuant to Section 2252.908, Texas Government Code, and Chapter 46 of the Texas Ethics Commission’s Rules. Section 5.08 Insurance. Purchaser shall be solely responsible for providing insurance for the Purchased Assets as of the Closing. Purchaser acknowledges that no insurance coverage or policy maintained for Seller or the Purchased Assets will extend beyond the Closing for the benefit of Purchaser. Section 5.09 Escrow Agreement. Seller and Purchaser shall enter into the Escrow Agreement with Escrow Agent at Closing to secure Purchaser's performance of all Guaranteed Obligations with the exception of Environmental Post-Closure Requirements. Purchaser shall use the Escrowed Amount solely for such Guaranteed Obligations. Monthly releases to Purchaser under the Escrow Agreement are tied to Purchaser’s performance of such Guaranteed Obligations in accordance with the Project Schedule, as set forth in the Escrow Agreement. If progress completing such Guaranteed Obligations is slower or faster than the timing set forth in the Project Schedule, then monthly payments from the Escrowed Amount may be suspended or accelerated in accordance with the terms of the Escrow Agreement. Seller and Purchaser shall promptly on request prior to Closing provide or deliver to Escrow Agent all documentation and other written information required under applicable “know your customer” and anti-money laundering rules, regulations and requirements. Section 5.10 Environmental Closure and Compliance. After Closing, Purchaser covenants that it will (i) immediately begin and diligently pursue, in a commercially-reasonable manner and in accordance with the Project Schedule, until completion the preparation of closure or response action plans for the Required Remediation Actions, the approval of such plans by the TCEQ, and the implementation of such plans in compliance with all applicable Laws, regardless of whether any of such actions or the Required Remediation Actions are then required to be performed under any applicable laws, (ii) diligently pursue, in a commercially-reasonable manner and in accordance with the Project Schedule, until completion all Required Remediation Actions in accordance with such closure or response action plans regardless of whether any of the Required Remediation Actions are then required to be performed under any applicable laws, (iii) begin and diligently pursue in a commercially-reasonable manner until completion the Plant Shutdown and Decommissioning of the Purchased Assets in compliance with all applicable Laws regardless of whether any such Plant Shutdown and Decommissioning of the Purchased Assets is then required to be performed under any applicable Laws, and (iv) conduct all operations and other activities on the Real Property according to all Environmental Compliance requirements and the regulatory compliance requirements of local, state and federal governments, including Environmental Post- Closure Requirements and the maintenance of associated financial assurance requirements. Purchaser will use standard industry practice in managing environmental risks and liabilities associated with these environmental requirements, subject to review and audit by Seller per Section 9.01(b) herein. “Standard industry practice” shall not be used as a defense to Purchaser’s obligation to operate in compliance with Environmental Laws. 22 Section 5.11 Closing Cash Payment. Purchaser shall use the cash paid to Purchaser pursuant to Section 2.04(f) solely to fund Purchaser's obligations arising under this Agreement with respect to the Required Remediation Actions, Plant Shutdown and Decommissioning, and other actions necessary to achieve Regulatory Closure of the Purchased Assets, including any Environmental Compliance and Response Actions. ARTICLE VI. CONDITIONS TO PERFORMANCE Section 6.01 Conditions to the Obligation of Purchaser to Closing. The obligation of Purchaser to proceed with the Closing is subject to the satisfaction upon the Closing Date of the following conditions, any one or more of which may be waived in writing, in whole or in part by Purchaser: (a) the representations and warranties made by Seller in this Agreement and qualified by materiality shall be true and correct as so qualified on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date). Each of the representations and warranties made by Seller in this Agreement and not qualified by materiality shall be true and correct in all material respects on and as of the Closing Date as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date); (b) no permanent judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall be in effect which has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement (each Party agreeing to use its reasonable commercial efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted); (c) Seller has delivered a certificate of an authorized representative of Seller dated as of the Closing Date that each of the items in Section 6.01(a), (b), (d), and (e) are true and correct; (d) No Material Adverse Effect has occurred and is continuing; and (e) The filings required to be made by Seller pursuant to Section 5.07 have been completed. Section 6.02 Conditions to the Obligation of Seller to Closing. The obligation of Seller to proceed with the Closing is subject to the satisfaction upon the Closing Date of the following conditions, any one or more of which may be waived in writing, in whole or in part by Seller: (a) the representations and warranties made by Purchaser in this Agreement and qualified by materiality shall be true and correct as so qualified on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date). Each of the representations and warranties made by Purchaser in this Agreement and not qualified by materiality shall be true and correct in all material respects on and 23 as of the Closing Date as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date); (b) no permanent judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall be in effect which has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement (each Party agreeing to use its reasonable commercial efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted); (c) receipt of Seller Internal Approvals; (d) Purchaser has delivered a certificate of an authorized representative of Purchaser dated as of the Closing Date that each of the items in Section 6.02(a), (b), (c), and (e) are true and correct; (e) All filings required to be made by Purchaser pursuant to Section 5.07 have been completed; and (f) Any Member City has defeased or refunded all Indebtedness assumed by the Member City related to the Purchased Assets if determined by the Member City to be necessary or advisable in connection with the sale of the Purchased Assets to Purchaser pursuant to this Agreement. Section 6.03 Removal of Excluded Personal Property. At any time or from time to time after Closing, any and all of the personal property included in the Excluded Assets may be removed from the Real Property by Seller (at no expense to Purchaser, but without charge by Purchaser for temporary storage), provided that Seller shall do so (i) in a manner that does not unduly or unnecessarily disrupt normal business and/or remediation activities at the Real Property, (ii) after coordinating reasonably in advance the dates and times of removal with Purchaser, and (iii) after providing an insurance certificate from the party removing the Excluded Assets naming Purchaser as an additional insured under such policy. ARTICLE VII. TERMINATION Section 7.01 Termination. This Agreement may be terminated and the consummation of the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by mutual written consent of Purchaser and Seller; (b) by either Purchaser or Seller, (i) if the Closing has not occurred on or before March 1, 2021 (such date, the “Termination Date”), provided that the right to terminate this Agreement pursuant to this Section 7.01(b)(i) shall not be available to any Party whose breach 24 of any provision of this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by the Termination Date; or (ii) if any court of competent jurisdiction in the United States or other Governmental Authority shall have issued an Order or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and such Order or other action is or shall have become final and nonappealable, provided that any Party seeking to terminate this Agreement pursuant to this Section 7.01(b)(ii) shall have used all reasonable commercial efforts to prevent the entry of and to remove such Order; (c) by Purchaser if there has been a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement which would result in a failure of, or inability of Seller to satisfy, any condition set forth in Section 6.01 and such breach has not been cured within thirty (30) days following written notification thereof; or (d) by Seller if there has been a breach by Purchaser of any representation, warranty, covenant or agreement contained in this Agreement which would result in a failure of, or inability of Purchaser to satisfy, any condition set forth in Section 6.02 and such breach has not been cured within thirty (30) days following written notification thereof. Section 7.02 Effect of Termination. In the event of termination of this Agreement by Seller or by Purchaser prior to a Closing pursuant to the provisions of Section 7.01, there shall be no contractual liability or obligation on the part of Purchaser or Seller or their respective officers, commissioners, members, managers or directors under this Agreement except as set forth in this Section 7.02, Section 5.03 (Press Releases), 5.04 (Expenses and Fees), and Article X (Miscellaneous), all of which shall survive the termination hereof, provided that nothing in this Section 7.02 shall relieve either Party from any breach of this Agreement and the other Party shall be entitled to pursue, to the fullest extent available at law or in equity, recovery of such other Party’s Losses and other damages caused by or resulting from such Party’s breach of this Agreement. If this Agreement is terminated pursuant to the provisions of Section 7.01 prior to Closing, then Purchaser shall return to Seller all information delivered by or on behalf of Seller, and the Escrow Agent shall be directed to return any deliverables provided under this Agreement to the Party that provided such deliverables, as applicable. ARTICLE VIII. INDEMNIFICATION; LIABILITY Section 8.01 Survival. All representations, warranties, covenants and other obligations in this Agreement or in any other agreement, instrument or other document delivered in connection herewith, and the right to commence any Claim with respect thereto (including with respect to all Environmental Liabilities), shall survive the Closing Date. Section 8.02 Indemnification. (a) Purchaser, from and after the Closing Date, shall indemnify, defend and hold harmless Seller, the Member Cities, and their respective council members, directors, commissioners, officers, agents, employees, advisors, Representatives, successors, and assigns 25 (collectively, the “Seller Indemnitees”) from and against any Losses that arise out of or result from any and all (i) Environmental Liabilities, (ii) Assumed Liabilities, and (iii) Taxes (or the nonpayment thereof) of Purchaser or for which Purchaser is responsible under this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IT IS THE EXPLICIT INTENTION OF THE PARTIES TO THIS AGREEMENT THAT (I) THE INDEMNIFICATION OBLIGATIONS OF PURCHASER SET FORTH IN THIS AGREEMENT ARE INTENDED TO INDEMNIFY EACH SELLER INDEMNITEE AGAINST HIS, HER, OR ITS OWN SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OR TORTIOUS ACTS AND (II) THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS AGREEMENT WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW FOR THE BENEFIT OF THE SELLER INDEMNITEES, REGARDLESS OF ANY EXTRAORDINARY SHIFTING OF RISK, AND EVEN IF THE CLAIM IS CAUSED BY THE ACTIVE OR PASSIVE, SOLE, JOINT, CONCURRENT, OR COMPARATIVE NEGLIGENCE OR TORT OF ANY SELLER INDEMNITEE, OR LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED ON, OR ALLEGED AGAINST, ANY SELLER INDEMNITEE. (b) For the avoidance of doubt, it is the express intention of the Parties that the indemnification provided for in this Section 8.02 shall apply to direct Claims between the Parties for a breach of this Agreement (whether or not involving a third party). Section 8.03 Right to Specific Performance; Certain Limitations. Notwithstanding anything in this Agreement to the contrary: (a) Without limiting or waiving in any respect any rights or remedies of a Party under this Agreement or now or hereafter existing at law in equity or by statute, each Party shall be entitled to specific performance of the obligations to be performed by the other Party in accordance with the provisions of this Agreement; and (b) No Member City and no Representative, Affiliate of, or direct or indirect equity owner in, Seller or any Member City shall have any personal liability to Purchaser or any other Person relating to, or arising from this Agreement; and (c) Other than with respect to (i) Environmental Liabilities and (ii) the Indemnification Obligations with respect to any third party Claims, neither Party shall be liable for special, punitive, exemplary, incidental, or indirect damages, or lost profits or losses calculated by reference to any multiple of earnings before interest, tax, depreciation or amortization (or any other valuation methodology) whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby. Section 8.04 No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III OR IN ANY CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER, THE PURCHASED ASSETS ARE “AS IS, WHERE IS,” AND SELLER EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING 26 WITHOUT LIMITATION REPRESENTATIONS OR WARRANTIES AS TO LIABILITIES, OPERATIONS OF THE PURCHASED ASSETS, CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS OR THE PROSPECTS THEREOF), AND SELLER SPECIFICALLY DISCLAIMS ANY IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, USAGE OF TRADE, OR FITNESS FOR ANY PARTICULAR PURPOSE. NO MATERIALS OR INFORMATION PROVIDED BY, OR COMMUNICATIONS MADE BY OR ON BEHALF OF SELLER, OR BY ANY REPRESENTATIVE OF SELLER, INCLUDING BUT NOT LIMITED TO INFORMATION MADE AVAILABLE TO PURCHASER, OR ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED BY SELLER TO PURCHASER, WILL CAUSE OR CREATE ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN. ARTICLE IX. ENVIRONMENTAL Section 9.01 No Environmental Representations or Warranties; Disclaimer. (a) AS IS, WHERE IS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PURCHASER IS EXPRESSLY PURCHASING THE PURCHASED ASSETS IN THEIR EXISTING CONDITION “AS IS, WHERE IS, AND WITH ALL FAULTS” WITH RESPECT TO ALL FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS, AND SELLER HAS NO OBLIGATION TO DETERMINE OR CORRECT ANY SUCH FACTS, CIRCUMSTANCES, CONDITIONS OR DEFECTS OR TO COMPENSATE PURCHASER FOR SAME. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER HAS SPECIFICALLY BARGAINED FOR THE ASSUMPTION BY PURCHASER OF ALL RESPONSIBILITY TO INVESTIGATE THE PURCHASED ASSETS, LAWS, ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, ENVIRONMENTAL COMPLIANCE, FACTS, CONDITIONS, VIOLATIONS, AND OF ANY AND ALL RISK OF ADVERSE CONDITIONS, AND HAS STRUCTURED THE PURCHASE PRICE AND OTHER TERMS OF THIS AGREEMENT IN CONSIDERATION THEREOF. PURCHASER HAS UNDERTAKEN ALL SUCH INVESTIGATIONS OF THE PURCHASED ASSETS, LAWS, ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, ENVIRONMENTAL COMPLIANCE, FACTS, CONDITIONS AND VIOLATIONS AS PURCHASER DEEMS NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES AS TO THE STATUS OF THE PURCHASED ASSETS AND ANY FUTURE OBLIGATIONS ARISING IN CONNECTION WITH THE PURCHASED ASSETS AND BASED UPON SAME, PURCHASER IS AND WILL BE RELYING STRICTLY AND SOLELY UPON SUCH INSPECTIONS AND EXAMINATIONS AND THE ADVICE AND COUNSEL OF ITS OWN CONSULTANTS, AGENTS, LEGAL COUNSEL AND OFFICERS. PURCHASER IS AND WILL BE FULLY SATISFIED THAT THE PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE REAL PROPERTY AND, BY REASON OF ALL THE FOREGOING, PURCHASER ASSUMES, WITHOUT LIMITATION, THE FULL RISK OF ANY AND ALL ENVIRONMENTAL LIABILITIES AND ENVIRONMENTAL COMPLIANCE AS SET FORTH HEREIN. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE INCORPORATED INTO 27 THE WARRANTY DEEDS FOR PARCELS WITH RECOGNIZED ENVIRONMENTAL CONDITIONS. (b) Seller Environmental Review. Beginning at Closing and continuing until Regulatory Closure is achieved and all applicable care periods for Environmental Post-Closure Requirements have been completed or expired without additional action required, Seller shall have the right, but not the obligation, to review and audit all environmental activities, conditions, operations and records, waste management units, pollution control equipment and monitoring devices at the Purchased Assets and directly related facilities, including all activities and operations described in Sections 5.09 and 5.10. The Environmental Designee will be allowed to review and audit the Purchased Assets and directly related facilities as set out above, including documentation and correspondence with environmental regulatory agencies, at any reasonable time. The Environmental Designee will simultaneously provide Purchaser with any written reports that the Environmental Designee provides to Seller. To the extent that the Parties cannot reach mutual agreement on the penal sum of any Performance Bond required by this Agreement within thirty (30) days after the matter is first submitted to the other Party for approval, both Parties will submit their proposal to the Environmental Designee, which will make a final, binding determination with respect to the amount of such penal sum. All information received from, and/or provided to, the Environmental Designee will be considered confidential by the Parties per the Confidentiality Agreement, subject to the requirements of the Texas Public Information Act, to the same extent as if such information had been received from, and/or provided to, Seller. If the Environmental Designee’s report identifies any violation of Environmental Laws or any failure to expeditiously accomplish any of the Required Remediation Actions in accordance with the Project Schedule, Purchaser shall perform, at its cost, any corrective actions required by Law to address such violation or failure. Purchaser shall conduct all corrective actions with due diligence and complete such actions within a reasonable period of time. In the event that Seller is dissolved or ceases to exist, then, prior to such event, Seller shall assign to an individual or other legal entity or entities the obligations to perform Seller’s responsibilities and exercise Seller’s rights with regard to this Section 9.01(b). Seller shall provide notice to Purchaser of such assignment. Section 9.02 Assumption and Covenant; Release; Indemnity. Notwithstanding anything contained herein, and without limiting the scope of any assumption of responsibility, or liability, release or indemnity by Purchaser in favor of any Seller Indemnitee set forth herein: (a) Assumption and Covenant. At Closing, Purchaser shall be liable for and expressly fully assumes any and all Environmental Liabilities and Environmental Compliance, as well as, without limitation, any remediation, investigation, management, mitigation, closure, maintenance, reporting, removal, disposal of and any other actions with respect to any Hazardous Substances at, on, in, under, or emanating from the Purchased Assets. Without limiting the foregoing, Purchaser shall be liable for any costs and expenses in connection with developing, redeveloping, repurposing or otherwise operating the Purchased Assets, notwithstanding that such costs and expenses may arise from the presence or suspected presence of Hazardous Substances at, on, in or under or emanating from the Purchased Assets, any Environmental Liability or any Environmental Compliance. Purchaser covenants to comply with all Environmental Laws. (b) Release. Except as expressly provided in this Agreement, Purchaser and anyone claiming by, through or under Purchaser, hereby FULLY AND IRREVOCABLY 28 RELEASE AND DISCHARGE the Seller Indemnitees from and waive any and all Claims that it may now have or hereafter acquire against any Seller Indemnitee for any Losses, cost, response costs, Liabilities, damage, expense, problem, condition, demand, Order, notice, action or cause of action, foreseen or unforeseen, known or unknown, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances which have occurred prior to the Closing Date or may occur hereafter, including without limitation those arising from or related to: (i) any structural, engineering or Environmental Condition at the Real Property, including without limitation, the presence, suspected presence, absence, Release, threat of Release, discovery, location or scope of any Hazardous Substances at, on, in, under, or emanating from the Real Property (whether patent, latent or otherwise); (ii) Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601, et seq.), as amended, and the Texas Solid Waste Disposal Act (Texas Health and Safety Code § 361.001, et seq.), as amended, including the right to seek contribution, indemnity or recovery of costs for environmental cleanup of the Real Property, (iii) any and all statements or opinions heretofore or hereafter made or information furnished by any Seller Indemnitee or any representative or agent of any of them; (iv) any and all tort Claims made or brought with respect to any of the Purchased Assets or the use or operation thereof; and (v) ANY IMPLIED OR STATUTORY WARRANTIES OR GUARANTIES OF FITNESS, MERCHANTABILITY or any other statutory or implied warranty or guaranty of any kind or nature regarding or relating to any portion of any of the Purchased Assets. Purchaser further acknowledges and agrees that this release shall be given full force and effect according to each of its expressed terms and provisions, including but not limited to those relating to unknown and suspected Claims, damages and causes of action. Purchaser expressly understands and acknowledges that it is possible that unknown conditions may exist with respect to the Purchased Assets and that Purchaser explicitly considered such possibility in determining and agreeing to the acquisition consideration for the Purchased Assets set forth in this Agreement, and that a portion of such acquisition consideration, having been bargained for between Parties with the knowledge of the possibility of such unknown conditions, has been given in exchange for a full accord and satisfaction and discharge of all such conditions. Purchaser further hereby assumes the risk of changes in applicable Laws and regulations relating to past, present and future Environmental Conditions on the Real Property and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Substances, may not have been revealed by its investigation. As a material covenant and condition of this Agreement, Purchaser agrees that in the event of any Environmental Liability or Liability arising from or related to Environmental Compliance, or any structural, engineering or environmental defects, errors or omissions, including without limitation the presence or absence, location or scope of any Hazardous Substances at, on, in, under, or emanating from the Purchased Assets, or any other conditions affecting the Purchased Assets, whether known or unknown or existing before or as of the Closing Date, Purchaser shall not look to any Seller Indemnitee for any redress or relief. The Closing hereunder shall be deemed to constitute an express waiver of Purchaser’s right to cause any Seller Indemnitee to be joined in any action brought under any Environmental Laws. THE FOREGOING RELEASE SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE OR STRICT LIABILITY OF A SELLER INDEMNITEE. (c) ENVIRONMENTAL INDEMNIFICATION. PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD THE SELLER INDEMNITEES HARMLESS FROM ANY LOSSES, CLAIMS, EXPENSES, DEMANDS, ORDERS, CAUSES OF ACTION OR 29 LIABILITIES OF ANY NATURE, KNOWN OR UNKNOWN, INCLUDING WITHOUT LIMITATION NATURAL RESOURCE DAMAGES OR RESPONSE COSTS (AS THOSE TERMS ARE DEFINED UNDER ANY ENVIRONMENTAL LAWS) AND THIRD PARTY CLAIMS FOR BODILY INJURY OR PROPERTY DAMAGE ARISING FROM, ALLEGEDLY ARISING FROM OR RELATED TO ENVIRONMENTAL CONDITIONS, ENVIRONMENTAL LIABILITIES, ENVIRONMENTAL COMPLIANCE, OR HAZARDOUS SUBSTANCES ON, AT, IN, UNDER OR EMANATING FROM THE PURCHASED ASSETS, IRRESPECTIVE OF WHETHER ARISING OR ACCRUING BEFORE, ON OR AFTER THE CLOSING DATE OR WHETHER ATTRIBUTABLE TO EVENTS OR CIRCUMSTANCES WHICH OCCURRED PRIOR TO THE CLOSING DATE OR MAY OCCUR HEREAFTER. PURCHASER WAIVES ANY RIGHT TO SEEK DAMAGES OR RESPONSE COSTS FROM THE SELLER INDEMNITEES RESULTING FROM EITHER THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON, AT OR UNDER OR EMANATING FROM THE PURCHASED ASSETS, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, SPECIAL DAMAGES, MEDICAL MONITORING, CONSEQUENTIAL DAMAGES, RESPONSE COSTS, DIMINUTION OF VALUE OR STIGMA OR ANY LOSS OR EXPENSE DUE TO INTERFERENCE WITH OPERATIONS AT, OR DEVELOPMENT OF, THE PURCHASED ASSETS AND PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD THE SELLER INDEMNITEES HARMLESS AGAINST ALL SUCH LIABILITY. THE FOREGOING INDEMNITY SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE OR STRICT LIABILITY OF A SELLER INDEMNITEE. Section 9.03 Purchaser Environmental Covenant. Purchaser covenants and agrees to Seller that it will conduct its operation of the Purchased Assets in compliance with all applicable Environmental Laws and regulations using standard industry practice beginning immediately following Closing. This covenant will survive indefinitely. “Standard industry practice” shall not be used as a defense to Purchaser’s obligation to operate in compliance with Environmental Laws. Section 9.04 Warranty Deeds. The assumption, release and indemnity and all other representations, warranties, covenants or other obligations of Purchaser under this Article IX shall be incorporated into the Warranty Deeds for Parcels with Recognized Environmental Conditions as set forth on Exhibit C-1 and into the Warranty Deeds for Parcels with No Recognized Environmental Conditions as set forth on Exhibit C-2 and shall expressly run with the land to bind future owners and operators of the Purchased Assets. Purchaser shall not assert that the indemnity or any other post-closing obligations under this Article IX do not run with the land to bind future owners or operators of the Purchased Assets in any litigation or other proceeding of any nature. Section 9.05 Transferee Obligations. (a) Purchaser reserves the right to sell any portion of the Real Property, provided that (i) no sale or transfer of all or any portion of the Real Property, or any assumption of Purchaser's obligations under this Agreement, the Escrow Agreement, or the other documents delivered by the Parties at Closing, will relieve or release Purchaser from its obligations under this Agreement, the Escrow Agreement, or the other documents delivered by the Parties at Closing, unless Seller expressly consents in writing to the release of such obligations, (ii) each portion of the Real Property that is transferred by Purchaser shall be transferred subject to Purchaser's obligations under this Agreement, the Warranty Deeds, and the other documents delivered by the 30 Parties at Closing to the extent affecting such transferred Real Property, (iii) the Transferee of such portion of the Real Property will expressly assume in writing, for the benefit of Seller Indemnitees and substantially in the form attached hereto as Exhibit G or in another form reasonably acceptable to Seller, all of Purchaser's obligations under this Agreement, the Warranty Deeds, and the other documents delivered by the Parties at Closing with respect to that portion of the Real Property transferred to such Transferee, including any obligations to obtain or maintain any pollution legal liability insurance policy or Performance Bonds with respect to such portion of the Real Property, and (iv) in connection with such sale or transfer, Purchaser and its Transferee of the Real Property must fully comply with the provisions of this Section 9.05. (b) Purchaser must include in any instrument conveying an interest in Parcels with Recognized Environmental Conditions an agreement on the part of such Transferee to be bound by Purchaser’s indemnities, representations, warranties, covenants, releases, and other obligations under this Article IX with respect to such portion of the Real Property being conveyed as if such indemnities, representations, warranties, covenants, releases, and other obligations were given, made or agreed to by such future owner or operator directly for Seller Indemnitees’ benefit, including the obligations of this Section 9.05 to so bind future Transferees of any interest in Parcels with Recognized Environmental Conditions or any related Purchased Assets. Ten (10) days prior to executing any agreement to convey an interest in Parcels with Recognized Environmental Conditions, Purchaser shall provide Seller with a copy of such agreement. Purchaser shall not execute any agreement to convey an interest in Parcels with Recognized Environmental Conditions if Seller reasonably determines and provides written notice to Purchaser within ten (10) days after delivery to Seller that such sale agreement does not comply with the terms of this Article IX. Notwithstanding anything to the contrary in this Section 9.05(b), if any Parcel with Recognized Environmental Conditions has satisfied the conditions set forth in the definition of “Parcels with No Recognized Environmental Conditions” in Section 1.01, then (x) such Parcel shall be reclassified as a Parcel with No Recognized Environmental Conditions and will no longer be subject to this Section 9.05(b), (y) Purchaser and any Transferee may thereafter transfer all or any part of such Parcel free of any obligation to provide Seller with any transfer documents for review, and (z) Seller shall have no right to object to any such transfer. No such transfer or release in favor of a Transferee shall release Purchaser from any of its obligations under this Agreement. For the avoidance of doubt, Parcels with No Recognized Environmental Conditions are not subject to this Section 9.05(b), and Purchaser may transfer all or part of Parcels with No Recognized Environmental Conditions to any Transferee and have no obligation to provide Seller with any agreement with the Transferee and Seller shall have no right to object to any such transfer. Section 9.06 Performance Bonds. (a) Regulatory Closure Bonds. Purchaser will obtain and deliver to Seller in connection with the Closing the original of the Regulatory Closure Bond and will maintain the Regulatory Closure Bond, as potentially modified or adjusted in accordance with this Section 9.06, until released by Seller. If all of Purchaser’s obligations under this Agreement with respect to Required Remediation Actions, Plant Shutdown and Decommissioning, and Preliminary Regulatory Closure of the Purchased Assets, including all Environmental Compliance and Response Actions, and all payment obligations related to the foregoing items or resulting from Purchaser’s default in the performance of such items, including reimbursement of Seller’s costs, if any, to cure Purchaser’s default or non-performance of any of the foregoing obligations, have 31 been performed and completed in accordance with the terms of this Agreement and in compliance with all applicable Environmental Laws or other applicable governmental regulations, and all costs and expenses related thereto have been paid in full, and no further action is required for the completion of all of the Guaranteed Obligations covered by the Regulatory Closure Bond, then Seller shall consent to such Regulatory Closure Bond being released. The penal sum of the Regulatory Closure Bond may be adjusted periodically as the remediation projects set forth on Schedule 9.06(a) are completed (as determined in writing by the Environmental Designee), provided that (i) an updated estimate of the costs to perform the remaining Guaranteed Obligations covered by the Regulatory Closure Bond (using the same methodology as set forth in Section 9.06(d) with respect to an Annual Estimate) shall be provided to Seller and the Environmental Designee, (ii) no such adjustment may be made that would reasonably be expected to result in an Insufficiency, and (iii) the amount of any adjustment reducing the amount of the Regulatory Closure Bond with respect to any completed remediation project may not exceed ninety percent (90%) of the “Allocation to Bond Amount” set forth on Schedule 9.06(a) with respect to such remediation project. (b) Post-Closure Bonds. Purchaser or a Transferee, as applicable, will obtain and deliver to Seller the original Post-Closure Bond, with respect to each portion of the Real Property subject to Environmental Post-Closure Requirements prior to any release or partial release of the Regulatory Closure Bond with respect to such portion of the Real Property and at least thirty (30) days prior to the start of such Environmental Post-Closure Requirements, and will maintain the Post-Closure Bond until all of such Environmental Post-Closure Requirements have been completed and approved in writing by the TCEQ or the Environmental Designee, as applicable, and Regulatory Closure of all applicable portions of the Purchased Assets has been obtained. Seller, or its successors and assigns, may renew any Post-Closure Bond or obtain a replacement thereof, at the sole expense of Purchaser or such Transferee, or make a claim under a Post-Closure Bond in the event that (i) Seller does not receive confirmation, at least ten (10) Business Days in advance of any expiration of such Post-Closure Bond, from the issuing insurance company or corporate surety company that such Post-Closure Bond will be renewed, or (ii) Purchaser or such Transferee fails to replace such Post-Closure Bond within ten (10) Business Days of the issuing insurance company’s or corporate surety company’s credit rating being lowered below the required rating. Purchaser or such Transferee shall not, and each Post-Closure Bond shall provide that Purchaser or such Transferee may not, terminate, void, or cancel such Post-Closure Bond or any obligation of Purchaser or such Transferee or the surety thereunder without express written authorization from Seller, or its successors and assigns, and any attempt by Purchaser or such Transferee to do so shall be of no force or effect unless and until Seller, or its successors and assigns, issues express written approval for such attempt. (c) All Performance Bonds. (i) Notwithstanding anything in this Agreement to the contrary, to the extent that any rule, regulation or requirement of the TCEQ or other applicable Law governs the form, amount, renewal, replacement and other aspect of a Performance Bond to be obtained by Purchaser or any Transferee pursuant to this Agreement, then such rule, regulation, requirement or other Law shall govern and control over any contradictory term of this Agreement and the terms of this Agreement shall govern every other aspect of such Performance Bond. 32 (ii) The Performance Bonds, together with the Escrowed Amount and cash payment under Section 2.04(f), are intended to guarantee the performance of Purchaser’s obligations under this Agreement with respect to Required Remediation Actions, Plant Shutdown and Decommissioning, and Regulatory Closure of the Purchased Assets, including all Environmental Compliance, Response Actions and Environmental Post-Closure Requirements, and all payment obligations related to the foregoing items or resulting from Purchaser’s default in the performance of such items, including reimbursement of Seller’s costs, if any, to cure Purchaser’s default or non-performance of any of the foregoing obligations (collectively, the “Guaranteed Obligations”). All Performance Bonds shall name Seller, and its successors and assigns, as obligee. (iii) Seller, or its successors or assigns, may make a claim under any Performance Bond in the event Purchaser or any Transferee (A) fails to faithfully perform the Guaranteed Obligations covered by such Performance Bond, whenever required to do so, in accordance with the requirements of this Agreement, (B) fails to provide an alternative financial assurance mechanism, when required, or (C) fails to provide continuous coverage by such Performance Bond. (iv) Each Performance Bond will be issued in form and substance reasonably acceptable to Seller and will be issued by a licensed insurance company or corporate surety company authorized to issue payment and performance bonds in the State of Texas with at least an “A” rating by Standard & Poor’s Ratings Services, a division of The McGraw Hill Corporation, or at least an “A-III” rating by Moody’s Investors Services, Inc. (v) Each Transferee of any portion of the Real Property that is subject to any unperformed Guaranteed Obligations shall (as a condition precedent to, and prior to the effectiveness of, any such sale, assignment or transfer) obtain and deliver to Purchaser and Seller and maintain through Regulatory Closure of such Real Property, as determined in writing by the Environmental Designee, one or more payment and performance bonds on substantially similar terms as the Performance Bond(s) maintained by the transferor or grantor of such Real Property prior to such sale, assignment or transfer, or other form of financial assurance, in a penal sum sufficient to guarantee the Parties' mutually-agreeable estimated costs of completing such unperformed Guaranteed Obligations applicable to any such Real Property. (vi) If a Transferee of any portion of the Real Property has obtained a Performance Bond (in compliance with the requirements of this Agreement) to cover a portion or portions of the Guaranteed Obligations covered by any Performance Bond required to be maintained by Purchaser, then Seller shall consent to a modification and an adjustment to the penal sum of Purchaser’s Performance Bond to the extent that the Transferee’s Performance Bond covers the same Guaranteed Obligations and provides the same financial assurances for the benefit of Seller and the Member Cities as the Performance Bond to be modified; provided, however, that, Seller shall not be obligated to consent to any modification 33 of any Performance Bond if such modification would reasonably be expected to result in an Insufficiency nor shall Seller’s consent to any modification relieve Purchaser from its obligations to increase the penal sum of such modified Performance Bond in the future if the such Transferee’s replacement Performance Bond is not renewed and maintained as required by this Agreement. (vii) The penal sum of a Performance Bond may not be decreased without advance written authorization from Seller. (d) Annual Estimates for Performance Bonds. Sixty (60) calendar days prior to each anniversary of the original effective date of each Performance Bond (or at such other date as required by the TCEQ), Purchaser shall provide Seller and the Environmental Designee an updated estimate of the costs to perform the remaining Guaranteed Obligations covered by such Performance Bond, including annual inflation adjustments to the cost estimates, together with documentation providing justification for the estimate as may be reasonably required by Seller (each, an “Annual Estimate”). The Environmental Designee shall review Purchaser’s Annual Estimates and may conduct any and all other investigation(s) or review(s) to verify the accuracy of each Annual Estimate. Purchaser and Seller will cooperate with the Environmental Designee in any such other investigation(s) or review(s). If the Annual Estimate with respect to any unperformed Environmental Post-Closure Requirements guaranteed by a Post-Closure Bond, as verified or adjusted by the Environmental Designee, is less than 90.9% of the penal sum of such Post-Closure Bond, then Seller shall consent to the issuance of a rider to such Post-Closure Bond decreasing the penal sum of such Post-Closure Bond to equal 110% of the amount of such Annual Estimate; it being understood by the Parties that the sole mechanism for reducing the Regulatory Closure Bond is set forth in the final sentence of Section 9.06(a). If, as a result of any Annual Estimate or at any other time, Purchaser, Seller, or the Environmental Designee becomes aware that the penal sums of a Performance Bond could reasonably be expected to result in an Insufficiency, Purchaser, Seller, or the Environmental Designee shall promptly, and in no event later than thirty (30) days after it becomes aware of such Insufficiency, notify the other parties and provide documentation demonstrating such Insufficiency as the parties may reasonably require (each, an “Insufficiency Notice”). Upon receipt of each Annual Estimate and Insufficiency Notice, Seller shall determine whether the penal sum of the applicable Performance Bond should be adjusted and, within thirty (30) days of Purchaser’s receipt of written notice from Seller, Purchaser shall revise the penal sum of any Performance Bond as requested by Seller; provided, however, that the Seller shall not require the penal sum of a Performance Bond required by the TCEQ to be increased above the penal sum approved by the TCEQ. (e) Successors. In the event that Seller is dissolved or ceases to exist, then, prior to such event, either (i) Seller shall assign to an individual or other legal entity or entities the obligations to perform Seller’s responsibilities and exercise Seller’s rights with regard to this Section 9.06 or (ii) the Member Cities shall appoint a designated representative to act as Seller’s successor with respect to the exercise of any of Seller’s rights under this Section 9.06, including making, prosecuting, or settling any claim under any Performance Bond. Seller or the Member Cities shall provide notice to Purchaser of such assignment or appointment, as applicable. Section 9.07 Permits. Without limiting the generality of the assumption, release and indemnity and all other representations, warranties, covenants or other obligations of Purchaser 34 under this Article IX, Purchaser acknowledges that it has conducted independent investigation and diligence with respect to the Permits associated with the Purchased Assets and any Permits that may be required in connection with Purchaser’s future ownership or operation of the Purchased Assets, including, without limitation the assignability or transferability of any such Permits in connection with the transaction contemplated herein, and that, except as set forth in Section 3.05(b) of this Agreement, Seller hereby disclaims all representations and warranties of any kind or nature whatsoever, whether expressed or implied, with respect to the Permits associated with the Purchased Assets and any Permits that may be required in connection with Purchaser’s future ownership or operation of the Purchased Assets. While Seller has an obligation to support Purchaser’s efforts to transfer and/or obtain Assigned Permits, Purchaser assumes all risk associated with obtaining, transferring, assigning or amending any Permit for Purchaser’s ownership or operation of the Purchased Assets and shall be solely responsible for any and all costs and expenses associated therewith. Under no circumstance shall Purchaser terminate this Agreement because of Purchaser’s inability to obtain, transfer, assign or amend any Permit. Section 9.08 Reimbursement of Site F Landfill Costs. Seller and Purchaser agree that $13,600,000 is the mutually-agreed estimated cost to obtain Preliminary Regulatory Closure of the Site F landfill. If, upon Preliminary Regulatory Closure of the Site F landfill, the aggregate costs actually incurred by Purchaser to obtain Preliminary Regulatory Closure of the Site F landfill is less than $13,600,000, Purchaser shall pay such difference to Seller within thirty (30) days of Seller’s written request for such amount, which amount may, at Seller’s election, be paid in whole or in part to Seller as a distribution from the Escrowed Amount in accordance with the terms of the Escrow Agreement. Section 9.09 Survival. The provisions of this Article IX shall survive the Closing and shall not be deemed to have merged into any of the documents executed or delivered at the Closing. ARTICLE X. MISCELLANEOUS Section 10.01 Confidential Information. Purchaser acknowledges that Seller, as a public entity organized under the laws of the State of Texas, and this Agreement is subject to disclosure as required by the Texas Public Information Act (Texas Government Code Chapter 552). Section 10.02 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally to, or by nationally recognized overnight courier service, or mailed by registered or certified mail (return receipt requested) if and when received by, or sent via electronic mail if and when received by, the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice): (a) If to Seller, to: Texas Municipal Power Agency 2751 Nash Street, Suite 130 Bryan, Texas 77802 Attn: General Manager E-Mail: BKahn@texasmpa.org 35 (b) If to Purchaser, to: Gibbons Creek Environmental Redevelopment Group, LLC 435 S. Tryon Street, Suite 180 Charlotte, NC 28202 Attention: Mr. Scott Reschly E-Mail: sreschly@charah.com Section 10.03 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 10.04 Assignment. This Agreement shall not be assigned without the prior written consent of all Parties, which consent may be withheld in the sole and absolute discretion of any Party. No assignment of this Agreement by Purchaser (even with the consent of Seller) will relieve or release Purchaser from its obligations under this Agreement, and Purchaser will continue to be responsible to Seller for all of its obligations under this Agreement from and after any such assignment. Section 10.05 Disputes. (a) In the event of any controversy or dispute between the Parties arising out of or relating to or in connection with this Agreement (a “Dispute”), either Party (the “Notifying Party”) may deliver to the other Party (the “Recipient Party”) notice of the Dispute with a detailed description of the underlying circumstances of such Dispute (a “Dispute Notice”). The Dispute Notice shall include a schedule of the availability of the Notifying Party’s senior officers duly authorized to settle, or to recommend settlement of, the Dispute during the twenty (20) day period following the delivery of the Dispute Notice. (b) The Recipient Party shall within three (3) Business Days following receipt of the Dispute Notice, provide to the Notifying Party a parallel schedule of availability of the Recipient Party’s senior officers duly authorized to settle, or to recommend settlement of, the Dispute. Following delivery of the respective senior officers’ schedules of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary during the remainder of the twenty (20) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party. If the Dispute is not resolved pursuant to the procedures set forth in this Section 10.05 by the expiration of the twenty (20) day period set forth herein, then either Party may pursue any legal remedy available to it in accordance with the provisions of Section 10.06 of this Agreement. Section 10.06 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws principles thereof. Subject to Section 10.05, any Disputes or Claims arising out of or in connection with this Agreement and the transactions contemplated or documents required hereby shall be filed in any court of competent jurisdiction in Travis County, Texas, or the federal courts of the United States of America located in the Western District of Texas, Austin Division. The Parties hereby 36 irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any Dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such Dispute. Each Party agrees that a judgment in any such Dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. This consent to venue is being given solely for purposes of this Agreement and the transactions contemplated hereunder, and is not intended to, and shall not, confer consent to venue with respect to any other Dispute in which a Party to this Agreement may become involved. Section 10.07 WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES OR EITHER OF THEM WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. Section 10.08 Counterparts. This Agreement may be executed in counterparts and delivered by facsimile or electronic (.pdf) format, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Section 10.09 Amendments. This Agreement may not be amended, waived or modified except by an instrument in writing signed by Purchaser and Seller. Section 10.10 Entire Agreement. This Agreement, the Confidentiality Agreement, and the Reimbursement Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by either Party. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties any rights or remedies hereunder except as expressly provided otherwise in this Agreement. Section 10.11 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable Law, or public policy, then such term or provision shall be severed from the remaining terms and provisions of this Agreement, and such remaining terms and provisions shall nevertheless remain in full force and effect. 37 Section 10.12 Third Party Beneficiaries. The Parties hereby agree that each Member City is an intended and express third party beneficiary of all of Purchaser’s representations, warranties, covenants, agreements, indemnities, insurance, bonds, and other obligations under this Agreement and each of the rights or benefits granted to Seller or the Seller Indemnitees under this Agreement. Purchaser shall have the same obligations to each Member City as if such Member City was a “Party” under this Agreement. Each Member City shall have the individual right (on its own behalf, in its own name, separate from Seller or any other Member City, and exercisable in its sole discretion) as an express third-party beneficiary of this Agreement to directly (i) enforce the terms and conditions of this Agreement against Purchaser and its successors and assigns, (ii) prevent any breach thereof, or (iii) exercise any other right, or seek any remedy, that may be available to Seller or any Seller Indemnitees pursuant to this Agreement or pursuant to any other agreement, instrument or document executed in connection with the consummation of the transactions contemplated by this Agreement or otherwise related to the subject matter of this Agreement, in each instance to the same extent that such Member City would if it were a direct party to this Agreement or such other agreement, instrument or document. No waiver, inaction, incapacity, dissolution, winding down, termination, forfeiture, receivership, bankruptcy or other event or prohibition affecting Seller or any Member City shall affect any other Member City’s rights as an express third-party beneficiary of this Agreement. In addition, no Party may agree to any changes, modifications or amendments to this Agreement without the prior written consent of each Member City, which consent may be given, conditioned, delayed or withheld by any Member City in its sole and absolute discretion. The Parties acknowledge and agree that each Member City is expressly relying on the rights set forth in this section in favor of such Member City, that the approval of each Member City is required for the sale of the Purchased Assets by Seller to Purchaser, and that the Member Cities would not have approved of the sale of the Purchased Assets to Purchaser pursuant to this Agreement without obtaining the express third party beneficiary rights in favor of the Member Cities set forth in this section. [Remainder of page intentionally left blank. Signature page to follow.] Exhibit A BILL OF SALE This Bill of Sale is made entered into as of _____________________, ____ (“Effective Date”) by Texas Municipal Power Agency, a municipal corporation and municipal power agency created under Chapter 163 of the Texas Utilities Code (“Seller”), and Gibbons Creek Environmental Redevelopment Group, LLC, a Texas corporation (“Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement (as hereinafter defined). BACKGROUND A. Seller and Purchaser entered into that certain Asset Purchase Agreement dated _________, 2020 (“Agreement”), whereby Seller and Purchaser agreed to the sale of the Purchased Assets. B. In connection with and as a requirement of the Agreement, Seller and Purchaser enter into this Bill of Sale for the conveyance of the non-real property Purchased Assets shown on Exhibit B-1 to this Bill of Sale. TRANSFER OF ASSETS For the good and valuable consideration set forth in the Agreement, the receipt and sufficiency of which are acknowledged by Purchaser and Seller, Seller grants, sells, conveys, delivers and otherwise transfers to Purchaser all of Seller’s right, title and interest in and to the Purchased Assets set forth on Exhibit A-1 attached to and incorporated by reference into this Bill of Sale, to have and to hold forever. Seller represents and warrants to Purchaser: (a) that the Assets are free and clear of all taxes, security interests, liens, claims and any other type of encumbrances of any kind, type or character whatsoever or any rights of others; (b) that Seller owns full legal and beneficial title to the Assets; (c) that Seller has the lawful right and authority to sell and otherwise transfer all of Seller’s right, title and interest in and to the Assets to Purchaser; (d) that Seller will warrant and defend the same in favor of Purchaser, its successors and assigns, against the claims and demands of all persons or entities claiming by, under or through Seller but not otherwise. To the extent, if any, the Purchased Assets include computer software, with respect to which Seller owns only a license to use the software, the Seller will make commercially reasonable efforts, working with Purchaser, to secure to Purchaser a license to use the software through assignment or through other means. IT IS UNDERSTOOD AND AGREED THAT EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THE AGREEMENT, (A) THE TRANSFER AND CONVEYANCE BY SELLER AND ACCEPTANCE BY PURCHASER OF THE PURCHASED ASSETS, IS ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS AND DEFECTS” BASIS, AND IS MADE SUBJECT TO ALL ASSUMED LIABILITIES INCLUDING ENVIRONMENTAL LIABILITIES UNDER THE AGREEMENT, Exhibit A (B) PURCHASER HAS OR WILL HAVE, PRIOR TO THE CLOSING THOROUGHLY INSPECTED AND EXAMINED THE PURCHASED ASSETS TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PURCHASED ASSETS ON THE FOREGOING BASIS; AND (C) PURCHASER IS RELYING SOLELY UPON ITS INSPECTIONS, EXAMINATION, AND EVALUATION OF THE PURCHASED ASSETS IN PURCHASING THE PURCHASED ASSETS ON AN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATION, WARRANTY, AGREEMENT OR STATEMENT BY SELLER OR ANYONE ACTING ON BEHALF OF SELLER, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. This Bill of Sale may be signed in several counterparts, each of which will be fully effective as an original and all of which together will constitute one and the same instrument. Any signature to this Bill of Sale transmitted by facsimile or in PDF format via electronic mail will be deemed the equivalent of delivery of an original signature. Texas Municipal Power Agency Seller By: Name: Title: Gibbons Creek Environmental Redevelopment Group, LLC Purchaser By: Name: Title: Exhibit B 1 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of February 10, 2021, is entered into by and between Texas Municipal Power Agency, a Texas municipal corporation (“Seller”), and Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (“Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as hereinafter defined). W I T N E S S E T H: WHEREAS, Seller and Purchaser have entered into that certain Asset Purchase Agreement dated as of February 10, 2021 (the “Purchase Agreement”), the terms of which are incorporated herein by reference, which provides, among other things, for the sale and assignment by Seller to Purchaser of the Purchased Assets; and WHEREAS, in accordance with the terms of the Purchase Agreement, Seller and Purchaser have agreed to enter into this Agreement, providing for (a) the assignment from Seller to Purchaser of all of Seller’s right, title and interest in, under and to certain contracts and agreements from and after the Closing, on and subject to the terms of the Purchase Agreement, and (b) the acceptance by Purchaser of such assignment by Purchaser of all obligations to be performed by Seller under such contracts. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Assignment. In accordance with and subject to the terms of the Purchase Agreement, Seller hereby sells, assigns, transfers, conveys and delivers to Purchaser all of Seller’s right, title and interest in, under and to the agreements set forth on Exhibit B-1 attached hereto and incorporated herein by reference. 2. Acceptance and Assumption. In accordance with and subject to the terms of the Purchase Agreement, Purchaser hereby (a) purchases and accepts the assignment, transfer, conveyance and delivery, to the extent that necessary consents to assignment have been obtained, of all of Seller’s right, title and interests in, under and to the agreements set forth on Exhibit B-1 attached hereto and (b) assumes, undertakes and agrees, subject to valid claims and defenses, to pay, satisfy, perform or discharge the Assumed Liabilities in accordance with the terms of the Purchase Agreement, including all obligations and liabilities of any kind arising out of, or required to be performed under the agreements set forth on Exhibit B-1 hereto. 3. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 4. Purchase Agreement. Nothing in this Agreement, express or implied, is intended to or shall be construed to modify, expand or limit in any way the representations, warranties, covenants or agreements set forth in the Purchase Agreement. For the avoidance of doubt, Purchaser is not assuming any of the Excluded Liabilities. To the extent that any provision of this Exhibit B 2 Agreement conflicts or is inconsistent with the terms of the Purchase Agreement, the Purchase Agreement shall govern. 5. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts (and delivered by facsimile or “pdf” email transmission), each of which when so executed and delivered shall be an original, and all of which together shall constitute one and the same instrument. 6. Governing Law. This Agreement, the rights and obligations of the parties under this Agreement, and any claim or controversy directly or indirectly based upon or arising out of this Agreement or the transactions contemplated by this Agreement (whether based upon contact, tort or any other theory), including all matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any conflict of laws provisions that would require the application of the Law of any other jurisdiction. Executed as of the date first written above. TEXAS MUNICIPAL POWER AGENCY, a Texas municipal corporation By: _______________________________ Bob Kahn, its General Manager GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, a Texas limited liability company By: Charah, LLC, its Manager By: Name: Title: [Parcels 1, 2, 3, 4, 5, 6, and 8] 1 EXHIBIT C-1 – FORM OF SPECIAL WARRANTY DEED 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 SPECIAL WARRANTY DEED AND ASSIGNMENT OF EASEMENTS THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF GRIMES § THAT Texas Municipal Power Agency, a Texas municipal corporation (“Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration to the undersigned paid by Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (“Grantee”), the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee, subject to the terms, conditions, reservations, and exceptions described herein, all of Grantor’s interest into, in, and upon the real property in Grimes County, Texas, described in Exhibit C-1 attached hereto, together with (i) all rights, titles, and interests appurtenant thereto including, without limitation, Grantor’s interest, if any, in any and all adjacent streets, alleys, and any adjacent strips and gores, rights-of-way, privileges, easements, interests and appurtenances thereto, rights of ingress or egress or other interests in, on or to any land, highway, street, road or avenue, open or proposed, in, on, in front of, abutting, adjoining or benefiting the land and improvements and (ii) any buildings, improvements, and fixtures situated thereon (such land and interests are hereinafter collectively referred to as the “Property”). The grant, sale, and conveyance of the Property is subject to the following reservations and exceptions: (a) All oil, gas, and other minerals owned by Grantor are reserved to Grantor. (b) A blanket access easement is reserved to Grantor, assignable in whole or in part, over the Property for ingress to and egress from (i) all transmission lines, towers, and related equipment, structures and facilities located on the Property (“Transmission Facilities”) owned or operated by Grantor or its successors and assigns, (ii) all transmission easements located on the Property or reserved herein, (iii) the Gibbons Creek Substation/Switchyard described on Exhibit C-6, (iv) the Gibbons Creek Lignite Mine owned by Grantor and located in Grimes County, Texas, and (v) the microwave tower owned by CenterPoint Houston Energy Electric, LLC located approximately 250 feet east of the Gibbons Creek Substation/Switchyard and the control house for such tower. The blanket easements reserved in this Special Warranty Deed are subject to the following terms and conditions: [Parcels 1, 2, 3, 4, 5, 6, and 8] 2 1. Persons entering the Property under the blanket easement (the “Blanket Easement Activities”) shall ingress and egress the Property utilizing existing roads to the extent practicable. 2. The Blanket Easement Activities shall be conducted in compliance with all applicable laws and regulations. 3. With respect to damages to Grantee's Property occurring as a result of the Blanket Easement Activities, Grantor agrees to repair or pay for such damage, or cause its contractor or other person responsible for such damage to repair or pay for such damage, within ninety (90) days, provided the damage was caused by the Grantor or its contractor or other person having access under the blanket easement in performing the Blanket Easement Activities. 4. Persons entering the Property to conduct Blanket Easement Activities shall refrain from depositing debris and waste materials or storing equipment on Grantee’s Property. 5. Persons conducting Blanket Easement Activities on the Property shall have and follow safety programs that are standard in the transmission service and mine reclamation industries. (c) All matters of record in the office of the County Clerk of Grimes County, Texas, including all previous transmission and/or other Right of Way easements executed and filed for public record in Grimes County of the State of Texas are excepted from the conveyance and warranty of title. (d) All previously executed and filed for record in Grimes County of the State of Texas oil and gas, coal or any other form of mineral leases that are still in force and effect by its own terms are excepted from the conveyance and warranty of title. (e) All unit designations, drilling agreements, location agreements, surface use agreements and/or damage releases that have been executed and either filed for Public record in Grimes County of the State of Texas are excepted from the conveyance and warranty of title. (f) To the extent the State of Texas may have rights respecting the items under Section 191.093, Texas Natural Resources Code, there is excepted from the conveyance and warranty of title all sites, objects, artifacts, and other items described in Section 191.092, Natural Resources Code, to the extent, if any, such items may be located in, on, or under the Property. (g) The transmission easements described in Exhibit T, which is attached hereto and incorporated herein by reference for all purposes, are reserved by Grantor, and all Transmission Facilities are excluded from the transfer of the Property. To the extent not governed by the terms of the easement rights described in the next sentence, the terms and conditions of each reserved transmission easement are more particularly described in [Parcels 1, 2, 3, 4, 5, 6, and 8] 3 Exhibit C-7, which is attached hereto and incorporated herein by reference for all purposes. To the extent that easements burdening the Property or conveyed to Grantee herein, including water pipeline, gas pipeline, and flood easements, include rights with respect to Transmission Facilities, such rights with respect to such Transmission Facilities are reserved to Grantor. Without limiting the foregoing, the transmission towers to which the 25 kV distribution line is attached are reserved to Grantor. For purposes of this paragraph, the 25 kV distribution line is not a “transmission line” or “Transmission Facility” and is conveyed to Grantee. (h) The Transmission Facilities owned by the City of Bryan, Texas and associated transmission line easements are excepted from the conveyance and warranty of title. (i) Any discrepancies, conflicts, overlaps, or shortages in area or boundary lines or other matters which a correct survey would show. (j) The Gibbons Creek Substation/Switchyard, more particularly described in Exhibit C-6, which is attached hereto and incorporated herein by reference for all purposes, is reserved in fee. [Parcel 2] (k) The microwave tower owned by CenterPoint Houston Energy Electric, LLC located approximately 250 feet east of the Gibbons Creek Substation/Switchyard, the control house for such tower, all equipment located on or in such tower or control house, all lines supplying power to such equipment, and all rights granted to CenterPoint Houston Energy Electric, LLC or its predecessors relating to the microwave tower, whether by implication, oral or written agreement or otherwise (including the ability to maintain current power lines across the Property) are excepted from the conveyance and warranty of title. [Parcel 2] Assumption and Covenant. Capitalized terms used in this Special Warranty Deed , but not otherwise defined herein, shall have the meanings ascribed thereto in that certain Asset Purchase Agreement dated as of February 10, 2021 (the “Purchase Agreement”), by and between Grantor and Grantee. As a condition of acceptance of this conveyance of the Property, Grantee and its successors or assigns shall be liable for, and expressly fully assumes, any and all of Grantee’s obligations under the Purchase Agreement and this Special Warranty Deed to the extent affecting the Property, including without limitation the assumption of all Environmental Liabilities and Environmental Compliance, as well as, without limitation, any remediation, investigation, management, mitigation, closure, maintenance, reporting, removal, disposal of, and any other actions with respect to, any Hazardous Substances at, on, in, under, or emanating from the Property. Without limiting the foregoing, Grantee and its successors or assigns shall be (i) liable for any costs and expenses in connection with developing, redeveloping, repurposing or otherwise operating the Property, notwithstanding that such costs and expenses may arise from the presence or suspected presence of Hazardous Substances at, on, in or under or emanating from the Property, any Environmental Liability or any Environmental Compliance and (ii) obligated to deliver to Grantee any assumption agreement, Performance Bond, Environmental Insurance Policy, or other financial assurances required by the Purchase Agreement. Grantee covenants to comply with all Environmental Laws. Release. Grantee and anyone claiming by, through or under Grantee, hereby FULLY AND IRREVOCABLY RELEASE AND DISCHARGE Grantor and each Seller Indemnitee (as defined [Parcels 1, 2, 3, 4, 5, 6, and 8] 4 in the Purchase Agreement, and together with Grantor, collectively the “Grantor Release Party”) from, and waive any and all claims that it may now have or hereafter acquire against any Grantor Release Party for, any Losses, cost, response costs, Liabilities, damage, expense, problem, condition, demand, Order, notice, action or cause of action as set out in the Purchase Agreement, foreseen or unforeseen, known or unknown, whether arising or accruing before, on or after the date of this Special Warranty Deed and whether attributable to events or circumstances which have occurred prior to date of this Special Warranty Deed or may occur hereafter, including without limitation those arising from or related to: (i) any structural, engineering or Environmental Condition at the Real Property, including without limitation, the presence, suspected presence, absence, Release, threat of Release, discovery, location or scope of any Hazardous Substances at, on, in, under, or emanating from the Real Property (whether patent, latent or otherwise) or (ii) Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601, et seq.), as amended, and the Texas Solid Waste Disposal Act (Texas Health and Safety Code § 361.001, et seq.), as amended, including the right to seek contribution, indemnity or recovery of costs for environmental cleanup of the Real Property. THE FOREGOING RELEASE SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE OR STRICT LIABILITY OF A GRANTOR RELEASE PARTY. INDEMNITY. GRANTEE SHALL INDEMNIFY, DEFEND AND HOLD GRANTOR AND ANY OTHER GRANTOR RELEASE PARTY HARMLESS FROM ANY LOSSES, CLAIMS, EXPENSES, DEMANDS, ORDERS, CAUSES OF ACTION OR LIABILITIES OF ANY NATURE, KNOWN OR UNKNOWN, INCLUDING WITHOUT LIMITATION NATURAL RESOURCE DAMAGES OR RESPONSE COSTS (AS THOSE TERMS ARE DEFINED UNDER ANY ENVIRONMENTAL LAWS) AND THIRD PARTY CLAIMS FOR BODILY INJURY OR PROPERTY DAMAGE AS SET OUT IN THE PURCHASE AGREEMENT. THE FOREGOING INDEMNITY SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE OR STRICT LIABILITY OF A GRANTOR RELEASE PARTY. THE PROPERTY IS CONVEYED IN ITS EXISTING CONDITION “AS IS, WHERE IS, AND WITH ALL FAULTS” WITH RESPECT TO ALL FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS, AND GRANTOR HAS NO OBLIGATION TO DETERMINE OR CORRECT ANY SUCH FACTS, CIRCUMSTANCES, CONDITIONS OR DEFECTS OR TO COMPENSATE GRANTEE FOR SAME. GRANTOR HAS SPECIFICALLY BARGAINED FOR THE ASSUMPTION BY GRANTEE OF ALL RESPONSIBILITY TO INVESTIGATE THE PROPERTY, LAWS, ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, ENVIRONMENTAL COMPLIANCE, FACTS, CONDITIONS, VIOLATIONS, AND OF ANY AND ALL RISK OF ADVERSE CONDITIONS, AND HAS STRUCTURED THE PURCHASE PRICE AND OTHER TERMS OF THE PURCHASE AGREEMENT IN CONSIDERATION THEREOF. GRANTEE HAS UNDERTAKEN ALL SUCH INVESTIGATIONS OF THE PROPERTY, LAWS, ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, ENVIRONMENTAL COMPLIANCE, FACTS, CONDITIONS AND VIOLATIONS AS GRANTEE DEEMS NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES AS TO THE STATUS OF THE PROPERTY AND ANY FUTURE OBLIGATIONS ARISING IN CONNECTION WITH THE PROPERTY AND BASED UPON SAME, GRANTEE IS AND WILL BE RELYING STRICTLY AND SOLELY UPON SUCH INSPECTIONS AND [Parcels 1, 2, 3, 4, 5, 6, and 8] 5 EXAMINATIONS AND THE ADVICE AND COUNSEL OF ITS OWN CONSULTANTS, AGENTS, LEGAL COUNSEL AND OFFICERS. GRANTEE IS AND WILL BE FULLY SATISFIED THAT THE PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE PROPERTY AND, BY REASON OF ALL THE FOREGOING, GRANTEE ASSUMES, WITHOUT LIMITATION, THE FULL RISK OF ANY AND ALL ENVIRONMENTAL LIABILITIES AND ENVIRONMENTAL COMPLIANCE AS SET FORTH HEREIN AND IN THE PURCHASE AGREEMENT. Grantee Environmental Covenant. Grantee, its successors or assigns, covenants and agrees to Grantor that it will conduct, or cause and permit, its operation of the Property in compliance with all applicable governmental Environmental Laws and regulations using standard industry practice beginning immediately the Date hereof. This covenant will survive indefinitely. “Standard industry practice” shall not be used as a defense to Grantee’s obligation to operate in compliance with Environmental Laws. Neither Grantee nor and anyone claiming by, through or under Grantee shall assert that the covenants, releases, waivers, indemnities, and other obligations set forth in this instrument for the benefit of Grantor do not run with the land to bind future owners or operators of the Property in any litigation or other proceeding of any nature. TO HAVE AND TO HOLD the Property, subject to the reservations, disclaimers, conditions and exceptions set forth above, together with all and singular the rights thereto and anywise belonging unto Grantee and its successors and assigns forever; and Grantor does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND all and singular the right and title to the Property unto Grantee, and its successors and assigns, and against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantor, but not otherwise. [Signature page follows] [Parcels 1, 2, 3, 4, 5, 6, and 8] 6 EXECUTED effective as of the 10th day of February, 2021. GRANTOR: TEXAS MUNICIPAL POWER AGENCY, a Texas municipal corporation By: Bob Kahn, its General Manager GRANTEE: GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, a Texas limited liability company By: Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the ___ day of February, 2021, by Bob Kahn, the General Manager of Texas Municipal Power Agency, a Texas municipal corporation on behalf of said corporation, for the purposes and consideration therein expressed. Notary Public, State of Texas STATE OF COUNTY OF This instrument was acknowledged before me on the ___ day of February, 2021, by ______________, _____________ of Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company, on behalf of said limited liability company, for the purposes and consideration therein expressed. Notary Public, State of [Parcels 1, 2, 3, 4, 5, 6, and 8] 7 Attachments: Exhibit C-1 – Description of Property Exhibit C-2 – Legal Description of the Fee Parcel Exhibit C-3 – Water Pipeline and Pumping Station Easements Exhibit C-4 – Gas Pipeline and Metering Stations Exhibit C-5 – Flood Easements Exhibit C-6 – Gibbons Creek Substation and Switchyard Exhibit C-7 – Terms and Conditions of Transmission Easements Exhibit T – Transmission Easements Mailing Address of Grantee: Gibbons Creek Environmental Redevelopment Group, LLC Attention: Mr. Scott Reschly 435 S. Tryon Street, Suite 180 Charlotte, NC 28202 When Recorded Return To: Gibbons Creek Environmental Redevelopment Group, LLC Attention: Mr. Scott Reschly 435 S. Tryon Street, Suite 180 Charlotte, NC 28202 [Parcels 1, 2, 3, 4, 5, 6, and 8] 8 EXHIBIT C-1 LEGAL DESCRIPTION OF THE PROPERTY FEE PARCEL: 1. Fee Parcel. The legal description for the fee parcel is attached hereto as Exhibit C-2, which is attached hereto and incorporated herein by reference for all purposes, [Tract 2] SAVE AND EXCEPT for the tracts described on Exhibit C-2a [Parcel 3] and Exhibit C-6. This instrument and the attached legal descriptions were prepared based on information provided by the parties and Grantee’s surveyor, and no independent title search has been made. It is Grantor’s intention to convey to Grantee all of Grantor’s interests in the Property described in the legal description attached hereto as Exhibit C-2 ([Tract 2] other than the two tracts specifically excepted from such conveyed above) (i) without leaving any strips or gores between the Property conveyed to Grantee and any third party landowners and (ii) without conveying, or attempting or purporting to convey, to Grantee any real property described in the legal description attached hereto as Exhibit C-2 that is not owned by Grantor. EASEMENTS AND OTHER ASSETS: The following easement parcels are being conveyed to Grantee to the extent that they benefit the fee parcel described above, and are being transferred to Grantee subject to the reservations by Grantor described below and subject to Grantor’s reservation of all rights contained in such easements with respect to Transmission Facilities. All assets (other than easements and other intangible property rights) to be transferred to Grantee per the descriptions below are only intended to be transferred to Grantee one time by Grantor despite such assets being described in multiple deeds from Grantor to Grantee executed on the same date. 2. Water Pipeline and Pumping Station. Water pipeline easements, more particularly described in Exhibit C-3, which is attached hereto and incorporated herein by reference for all purposes, including the pumping station on the Navasota River, all of the improvements, structures, and fixtures located on the Property and owned by Grantor (other than Transmission Facilities), and the 3.62-acre tract of land described in the Warranty Deed recorded in Volume 442, Page 226 of the Real Property Records of Grimes County, Texas. 3. Northern Railroad Spur. The Easement, dated, July 19, 1978, between the County of Grimes, as Grantor, and the Texas Municipal Power Agency, as Grantee, recorded in Volume 363, Page 507, of the Real Property Records of Grimes County, Texas, as amended by Amendment To Easement, dated January 24, 2018, and recorded in Volume 1676, Page 17 or the Real Property Records of Grimes County, Texas. [Tract 8] 4. Gas Pipeline and Metering Stations. The gas pipeline, metering station, and easements relating to the Grantor’s pipeline supplying gas to the Gibbons Creek Steam Electric Station more particularly described in Exhibit C-4, which is attached hereto and incorporated herein by reference for all purposes. An inactive metering station, described in Exhibit C-4, is also conveyed herein. [Parcels 1, 2, 3, 4, 5, 6, and 8] 9 5. Flood Easements. The flood easements, more particularly described in Exhibit C-5, which is attached hereto and incorporated herein by reference for all purposes. 6. Former Diamond Shamrock Pipeline. The rights of Grantor under the Bill of Sale and Assignment, dated June 12, 1992, recorded in Volume 716, Page 835, Real Property Records of Grimes County, Texas, under which Diamond Shamrock and Marketing Company, as Assignor, sold, assigned and conveyed to Grantor, as Assignee, the pipeline and easements described therein. The conveyance of this Pipeline and assignment of the Bill of Sale and Assignment shall be without warranty of title. 7. Hog Creek Substation. The Hog Creek Substation including the 25 kV distribution system providing station services around the plant, extending from the Hog Creek Substation to Site “A” landfill Pond #1 then on to the pumping station on the Navasota River, including any fee and easement rights pertaining thereto, but excluding the 138kV motor operated switch off the 138 kV Bryan-East Line (138 kV Motor Operated Load Break Switch 1200 A 138 kV GCHC -8019 at Hog Creek) located at the Hog Creek Substation. [Parcels 1, 2, 3, 4, 5, 6, and 8] 10 EXHIBIT C-2 LEGAL DESCRIPTION OF THE FEE PARCEL See attached legal description. [Parcels 1, 2, 3, 4, 5, 6, and 8] 11 EXHIBIT C-3 WATER PIPELINE AND PUMPING STATION EASEMENTS Pipeline Easements to and Including Pumping Station Easements recorded in the Real Property Records of Grimes County, Texas Vol. 402, Page 396 Vol. 442, Page 229 Vol. 402, Page 440 Vol. 403, Page 104 Vol. 409, Page 347 Vol. 448, Page 826 [Parcels 1, 2, 3, 4, 5, 6, and 8] 12 EXHIBIT C-4 GAS PIPELINE AND METERING STATIONS 1. Type/Title: Gas Metering Station Easement/”Correction Metering Station Easement” Grantor: Russell S. Butaud, Jr. and wife, Sylvia S. Butaud, John Michael Butaud and wife, Jo Ann Butaud (Note: active metering station) Date: 12-28-1990 Recording Information: V. 668, P. 141 (Grimes) 2. Type/Title: Gas Pipeline Easement/”Addendum to Easement” Grantor: Russell S. Butaud, Jr. and wife, Sylvia S. Butaud, John Michael Butaud and wife, Jo Ann Butaud Date: 10-24-1990 Recording Information: V. 664, P. 30 (Grimes) Note: this amends the electric transmission line easement (V. 474, P. 578) to permit a gas pipeline in the easement. 3. Type/Title: “Grant of Natural Gas Pipeline and Metering Station Easements” Grantor: Phillip Myron Miller Date: 9-12-1990 Recording Information: V. 661, P. 607 (Grimes) (Note: inactive metering station) 4. Type/Title: Gas Pipeline Easement/”Addendum to Easement” Grantor: Kenneth Eugene Gilbert and Ollie B. Peteete Date: 8-21-1990 Recording Information: V. 660, P. 523 Note: this amends electric transmission line easements to allow a gas pipeline in the easement area, see electric line easements in V. 391, P. 680, and V. 391, P. 267 5. Type/Title: Gas “Pipeline Easement” Grantor: John L. Poteete and Johnny Bruce Poteete Date: 8-22-1990 Recording Information: V. 660, P. 673 6. Type/Title: Gas “Pipeline Easement” Grantor: Eugene J. Reeves and wife, Naldia P. Reeves [Parcels 1, 2, 3, 4, 5, 6, and 8] 13 Date: 9-28-1990 Recording Information: V. 662, P. 783 7. Type/Title: Gas “Pipeline Easement” Grantor: Mabel D. Stubbs Date: 10-4-1990 Recording Information: V. 663, P. 66 8. Type/Title: Pipeline Easement Grantor: Jake Cole Howard Date: 8-24-1990 Recording Information: V. 660, P. 810 9. Type/Title: “Addendum to Easement” Grantor: Jake Cole Howard et al Date: 8-24-1990 Recording Information: V. 660, P. 806 Note: Amends electric transmission line easement in V. 408, P. 722 to allow gas pipeline in right of way. 10. Type/Title: “Addendum to Easement” Grantor: Estate of Ray T. Trant Heirs Date: 7-27-1990 Recording Information: V. 659, P. 794 Note: Amends electric line easement in V. 397, P. 365 to permit gas pipeline. 11. Type/Title: “Addendum to Easement” Grantor: Ida Eddie Hicks, et al Date: 8-7-1990 Recording Information: V. 660, P. 677 Note: Amends electric line easement in V. 435, P. 721 to permit gas pipeline in easement. [Parcels 1, 2, 3, 4, 5, 6, and 8] 14 EXHIBIT C-5 FLOOD EASEMENTS Flood easements recorded in the Real Property Records of Grimes County, Texas: Vol. 403, Page 259 Vol. 406, Page 908 Vol. 406, Page 924 Vol. 408, Page 708 Vol. 408, Page 714 Vol. 409, Page 331 Vol. 409, Page 963 Vol. 412, Page 470 Vol. 396, Page 635 Vol. 415, Page 899 Vol. 408, Page 206 Vol. 523, Page 702 Vol. 685, Page 586 Vol. 474, Page 30 Vol. 406, Page 924 Vol. 727, Page 770 [Parcels 1, 2, 3, 4, 5, 6, and 8] 15 EXHIBIT C-6 GIBBONS CREEK SUBSTATION AND SWITCH YARD See attached legal description. EXHIBIT C-7 TERMS AND CONDITIONS RELATING TO RESERVED TRANSMISSION EASEMENTS Texas Municipal Power Agency (“Agency”) may use each reserved transmission easement for the purpose of erecting, operating, maintaining and servicing thereon one or more electric power and/or communication lines, each consisting of a variable number of wires, and all necessary or desirable appurtenances, attachments and complete supporting structures, including foundations, guy wires and guy anchorages, and structural components over, across and upon the reserved easements. Agency shall have the right to construct, operate, improve, reconstruct, increase or reduce the capability, repair, relocate, inspect, patrol, maintain or remove such lines within such easement as Agency may from time to time find necessary, convenient or desirable to erect thereon and all rights necessary or convenient for the full use of the easement, including reasonable access over, across and upon adjacent property to such easement; the right to trim or remove trees and shrubbery to the extent necessary, in the sole judgment of Agency, to prevent possible interference with the operation of such lines or to remove possible hazards thereto; the right to put gates in existing fences within such easement; and the right to remove or prevent the construction of any or all buildings, structures and obstructions within such easement. If any such buildings, structures or obstructions are hereafter constructed or permitted by the owner of the land encumbered by the reserved easement (the “Owner”) to exist within the easement without prior written consent of Agency, then Agency shall have the right to remove the same, and Owner agrees to pay to Agency the reasonable cost of such removal. This agreement, together with the other provisions of this grant, shall constitute a covenant running with the land for the benefit of Agency, its successors and assigns. The reserved transmission easement reserved to Agency is severable and may be assigned by Agency to any successor or assignee, either in whole or in part. Agency shall have no right to fence or enclose such easement or to use it for any purposes other than as set out above. The right of the Owner to use its land, including the portion within the easement, for all other purposes that will not interfere with the exercise of the rights of Agency is reserved to the Owner, including the right to use the same for general agricultural and grazing purposes, to erect or maintain fences not more than 8 feet high across such easement, provided that gates or openings 12 feet wide or more are installed therein to provide Agency reasonable access to all parts of such easement; and to lay out, dedicate, construct, maintain and use such roads, streets, alleys, railroad tracks, underground telephone cables and conduits, and oil, gas, water and sewer pipelines as will not interfere with the rights of Agency; provided that all such facilities shall be properly grounded, and shall be so constructed as to provide, with respect to Agency’s lines and other facilities, the minimum clearances provided by law and recognized as standard in the electrical industry. The easement will remain in effect for Agency, its successors and assigns, until all of such lines and supporting structures shall have been completely abandoned and removed by Agency, and no future use of the same is contemplated by Agency, its successors and assigns, and in that event such easement and right of way shall cease and all rights herein shall terminate and revert to the Owner. [Parcels 1, 2, 3, 4, 5, 6, and 8] 17 EXHIBIT T DESCRIPTION OF RESERVED TRANSMISSION EASEMENT IS ATTACHED. Parcel 1: T-2, T-5 and T-6 Parcel 2: T-2 Parcel 5: T-2 Parcel 8: T-4 (Tract 8-A; Northern Spur) [Parcels 7, 9 and 10] 1 EXHIBIT C-2 – FORM OF SPECIAL WARRANTY DEED 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 SPECIAL WARRANTY DEED AND ASSIGNMENT OF EASEMENTS THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF GRIMES § THAT Texas Municipal Power Agency, a Texas municipal corporation (“Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration to the undersigned paid by Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (“Grantee”), the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee, subject to the terms, conditions, reservations, and exceptions described herein, all of Grantor’s interest into, in, and upon the real property in Grimes County, Texas, described in Exhibit C-1 attached hereto, together with (i) all rights, titles, and interests appurtenant thereto including, without limitation, Grantor’s interest, if any, in any and all adjacent streets, alleys, and any adjacent strips and gores, rights-of-way, privileges, easements, interests and appurtenances thereto, rights of ingress or egress or other interests in, on or to any land, highway, street, road or avenue, open or proposed, in, on, in front of, abutting, adjoining or benefiting the land and improvements and (ii) any buildings, improvements, and fixtures situated thereon (such land and interests are hereinafter collectively referred to as the “Property”). The grant, sale, and conveyance of the Property is subject to the following reservations and exceptions: (a) All oil, gas, and other minerals owned by Grantor are reserved to Grantor. (b) A blanket access easement is reserved to Grantor, assignable in whole or in part, over the Property for ingress to and egress from (i) all transmission lines, towers, and related equipment, structures and facilities located on the Property (“Transmission Facilities”) owned or operated by Grantor or its successors and assigns, (ii) all transmission easements located on the Property or reserved herein, (iii) the Gibbons Creek Substation/Switchyard described on Exhibit C-6, (iv) the Gibbons Creek Lignite Mine owned by Grantor and located in Grimes County, Texas, and (v) the microwave tower owned by CenterPoint Houston Energy Electric, LLC located approximately 250 feet east of the Gibbons Creek Substation/Switchyard and the control house for such tower. The blanket easements reserved in this Special Warranty Deed are subject to the following terms and conditions: [Parcels 7, 9 and 10] 2 1. Persons entering the Property under the blanket easement (the “Blanket Easement Activities”) shall ingress and egress the Property utilizing existing roads to the extent practicable. 2. The Blanket Easement Activities shall be conducted in compliance with all applicable laws and regulations. 3. With respect to damages to Grantee's Property occurring as a result of the Blanket Easement Activities, Grantor agrees to repair or pay for such damage, or cause its contractor or other person responsible for such damage to repair or pay for such damage, within ninety (90) days, provided the damage was caused by the Grantor or its contractor or other person having access under the blanket easement in performing the Blanket Easement Activities. 4. Persons entering the Property to conduct Blanket Easement Activities shall refrain from depositing debris and waste materials or storing equipment on Grantee’s Property. 5. Persons conducting Blanket Easement Activities on the Property shall have and follow safety programs that are standard in the transmission service and mine reclamation industries. (c) All matters of record in the office of the County Clerk of Grimes County, Texas, including all previous transmission and/or other Right of Way easements executed and filed for public record in Grimes County of the State of Texas are excepted from the conveyance and warranty of title. (d) All previously executed and filed for record in Grimes County of the State of Texas oil and gas, coal or any other form of mineral leases that are still in force and effect by its own terms are excepted from the conveyance and warranty of title. (e) All unit designations, drilling agreements, location agreements, surface use agreements and/or damage releases that have been executed and either filed for Public record in Grimes County of the State of Texas are excepted from the conveyance and warranty of title. (f) To the extent the State of Texas may have rights respecting the items under Section 191.093, Texas Natural Resources Code, there is excepted from the conveyance and warranty of title all sites, objects, artifacts, and other items described in Section 191.092, Natural Resources Code, to the extent, if any, such items may be located in, on, or under the Property. (g) The transmission easements described in Exhibit T, which is attached hereto and incorporated herein by reference for all purposes, are reserved by Grantor, and all Transmission Facilities are excluded from the transfer of the Property. To the extent not governed by the terms of the easement rights described in the next sentence, the terms and conditions of each reserved transmission easement are more particularly described in [Parcels 7, 9 and 10] 3 Exhibit C-7, which is attached hereto and incorporated herein by reference for all purposes. To the extent that easements burdening the Property or conveyed to Grantee herein, including water pipeline, gas pipeline, and flood easements, include rights with respect to Transmission Facilities, such rights with respect to such Transmission Facilities are reserved to Grantor. Without limiting the foregoing, the transmission towers to which the 25 kV distribution line is attached are reserved to Grantor. For purposes of this paragraph, the 25 kV distribution line is not a “transmission line” or “Transmission Facility” and is conveyed to Grantee. (h) The Transmission Facilities owned by the City of Bryan, Texas and associated transmission line easements are excepted from the conveyance and warranty of title. (i) Any discrepancies, conflicts, overlaps, or shortages in area or boundary lines or other matters which a correct survey would show. (j) In the Hog Creek Substation, the 138kV motor operated switch off the 138 kV Bryan-East Line (138 kV Motor Operated Load Break Switch 1200 A 138 kV GCHC -8019 at Hog Creek) is reserved to Grantor. [Parcel 9] Release. Capitalized terms used in this Special Warranty Deed, but not otherwise defined herein, shall have the meanings ascribed thereto in that certain Asset Purchase Agreement dated as of February 10, 2021 (the “Purchase Agreement”), by and between Grantor and Grantee. Grantee and anyone claiming by, through or under Grantee, hereby FULLY AND IRREVOCABLY RELEASE AND DISCHARGE Grantor and each Seller Indemnitee (as defined in the Purchase Agreement, and together with Grantor, collectively the “Grantor Release Party”) from, and waive any and all claims that it may now have or hereafter acquire against any Grantor Release Party for, any Losses, cost, response costs, Liabilities, damage, expense, problem, condition, demand, Order, notice, action or cause of action as set out in the Purchase Agreement, foreseen or unforeseen, known or unknown, whether arising or accruing before, on or after the date of this Special Warranty Deed and whether attributable to events or circumstances which have occurred prior to date of this Special Warranty Deed or may occur hereafter, including without limitation those arising from or related to: (i) any structural, engineering or Environmental Condition at the Real Property, including without limitation, the presence, suspected presence, absence, Release, threat of Release, discovery, location or scope of any Hazardous Substances at, on, in, under, or emanating from the Real Property (whether patent, latent or otherwise) or (ii) Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601, et seq.), as amended, and the Texas Solid Waste Disposal Act (Texas Health and Safety Code § 361.001, et seq.), as amended, including the right to seek contribution, indemnity or recovery of costs for environmental cleanup of the Real Property. THE FOREGOING RELEASE SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE OR STRICT LIABILITY OF A GRANTOR RELEASE PARTY. Neither Grantee nor and anyone claiming by, through or under Grantee shall assert that the foregoing release does not run with the land to bind future owners or operators of the Property in any litigation or other proceeding of any nature. TO HAVE AND TO HOLD the Property, subject to the reservations, disclaimers, conditions and exceptions set forth above, together with all and singular the rights thereto and anywise belonging unto Grantee and its successors and assigns forever; and Grantor does hereby [Parcels 7, 9 and 10] 4 bind itself and its successors to WARRANT AND FOREVER DEFEND all and singular the right and title to the Property unto Grantee, and its successors and assigns, and against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantor, but not otherwise. [Signature page follows] [Parcels 7, 9 and 10] 5 EXECUTED effective as of the 10th day of February, 2021. GRANTOR: TEXAS MUNICIPAL POWER AGENCY, a Texas municipal corporation By: Bob Kahn, its General Manager GRANTEE: GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, a Texas limited liability company By: Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the ___ day of February, 2021, by Bob Kahn, the General Manager of Texas Municipal Power Agency, a Texas municipal corporation on behalf of said corporation, for the purposes and consideration therein expressed. Notary Public, State of Texas STATE OF COUNTY OF This instrument was acknowledged before me on the ___ day of February, 2021, by ______________, _____________ of Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company, on behalf of said limited liability company, for the purposes and consideration therein expressed. Notary Public, State of [Parcels 7, 9 and 10] 6 Attachments: Exhibit C-1 – Description of Property Exhibit C-2 – Legal Description of the Fee Parcel Exhibit C-3 – Water Pipeline and Pumping Station Easements Exhibit C-4 – Gas Pipeline and Metering Stations Exhibit C-5 – Flood Easements Exhibit C-6 – Gibbons Creek Substation and Switchyard Exhibit C-7 – Terms and Conditions of Transmission Easements Exhibit T – Transmission Easements Mailing Address of Grantee: Gibbons Creek Environmental Redevelopment Group, LLC Attention: Mr. Scott Reschly 435 S. Tryon Street, Suite 180 Charlotte, NC 28202 When Recorded Return To: Gibbons Creek Environmental Redevelopment Group, LLC Attention: Mr. Scott Reschly 435 S. Tryon Street, Suite 180 Charlotte, NC 28202 [Parcels 7, 9 and 10] 7 EXHIBIT C-1 LEGAL DESCRIPTION OF THE PROPERTY FEE PARCEL: 1. Fee Parcel. The legal description for the fee parcel is attached hereto as Exhibit C-2, which is attached hereto and incorporated herein by reference for all purposes. This instrument and the attached legal descriptions were prepared based on information provided by the parties and Grantee’s surveyor, and no independent title search has been made. It is Grantor’s intention to convey to Grantee all of Grantor’s interests in the Property described in the legal description attached hereto as Exhibit C-2 (i) without leaving any strips or gores between the Property conveyed to Grantee and any third party landowners and (ii) without conveying, or attempting or purporting to convey, to Grantee any real property described in the legal description attached hereto as Exhibit C-2 that is not owned by Grantor. EASEMENTS AND OTHER ASSETS: The following easement parcels are being conveyed to Grantee to the extent that they benefit the fee parcel described above, and are being transferred to Grantee subject to the reservations by Grantor described below and subject to Grantor’s reservation of all rights contained in such easements with respect to Transmission Facilities. All assets (other than easements and other intangible property rights) to be transferred to Grantee per the descriptions below are only intended to be transferred to Grantee one time by Grantor despite such assets being described in multiple deeds from Grantor to Grantee executed on the same date. 2. Water Pipeline and Pumping Station. Water pipeline easements, more particularly described in Exhibit C-3, which is attached hereto and incorporated herein by reference for all purposes, including the pumping station on the Navasota River, all of the improvements, structures, and fixtures located on the Property and owned by Grantor (other than Transmission Facilities), and the 3.62-acre tract of land described in the Warranty Deed recorded in Volume 442, Page 226 of the Real Property Records of Grimes County, Texas. 3. Gas Pipeline and Metering Stations. The gas pipeline, metering station, and easements relating to the Grantor’s pipeline supplying gas to the Gibbons Creek Steam Electric Station more particularly described in Exhibit C-4, which is attached hereto and incorporated herein by reference for all purposes. An inactive metering station, described in Exhibit C-4, is also conveyed herein. 4. Flood Easements. The flood easements, more particularly described in Exhibit C-5, which is attached hereto and incorporated herein by reference for all purposes. 5. Former Diamond Shamrock Pipeline. The rights of Grantor under the Bill of Sale and Assignment, dated June 12, 1992, recorded in Volume 716, Page 835, Real Property Records of Grimes County, Texas, under which Diamond Shamrock and Marketing Company, as Assignor, sold, assigned and conveyed to Grantor, as Assignee, the pipeline and easements described therein. The conveyance of this Pipeline and assignment of the Bill of Sale and Assignment shall be without warranty of title. [Parcels 7, 9 and 10] 8 6. Hog Creek Substation. The Hog Creek Substation including the 25 kV distribution system providing station services around the plant, extending from the Hog Creek Substation to Site “A” landfill Pond #1 then on to the pumping station on the Navasota River, including any fee and easement rights pertaining thereto, but excluding the 138kV motor operated switch off the 138 kV Bryan-East Line (138 kV Motor Operated Load Break Switch 1200 A 138 kV GCHC -8019 at Hog Creek) located at the Hog Creek Substation. [Parcels 7, 9 and 10] 9 EXHIBIT C-2 LEGAL DESCRIPTION OF THE FEE PARCEL See attached legal description. [Parcels 7, 9 and 10] 10 EXHIBIT C-3 WATER PIPELINE AND PUMPING STATION EASEMENTS Pipeline Easements to and Including Pumping Station Easements recorded in the Real Property Records of Grimes County, Texas Vol. 402, Page 396 Vol. 442, Page 229 Vol. 402, Page 440 Vol. 403, Page 104 Vol. 409, Page 347 Vol. 448, Page 826 [Parcels 7, 9 and 10] 11 EXHIBIT C-4 GAS PIPELINE AND METERING STATIONS 1. Type/Title: Gas Metering Station Easement/”Correction Metering Station Easement” Grantor: Russell S. Butaud, Jr. and wife, Sylvia S. Butaud, John Michael Butaud and wife, Jo Ann Butaud (Note: active metering station) Date: 12-28-1990 Recording Information: V. 668, P. 141 (Grimes) 2. Type/Title: Gas Pipeline Easement/”Addendum to Easement” Grantor: Russell S. Butaud, Jr. and wife, Sylvia S. Butaud, John Michael Butaud and wife, Jo Ann Butaud Date: 10-24-1990 Recording Information: V. 664, P. 30 (Grimes) Note: this amends the electric transmission line easement (V. 474, P. 578) to permit a gas pipeline in the easement. 3. Type/Title: “Grant of Natural Gas Pipeline and Metering Station Easements” Grantor: Phillip Myron Miller Date: 9-12-1990 Recording Information: V. 661, P. 607 (Grimes) (Note: inactive metering station) 4. Type/Title: Gas Pipeline Easement/”Addendum to Easement” Grantor: Kenneth Eugene Gilbert and Ollie B. Peteete Date: 8-21-1990 Recording Information: V. 660, P. 523 Note: this amends electric transmission line easements to allow a gas pipeline in the easement area, see electric line easements in V. 391, P. 680, and V. 391, P. 267 5. Type/Title: Gas “Pipeline Easement” Grantor: John L. Poteete and Johnny Bruce Poteete Date: 8-22-1990 Recording Information: V. 660, P. 673 6. Type/Title: Gas “Pipeline Easement” Grantor: Eugene J. Reeves and wife, Naldia P. Reeves [Parcels 7, 9 and 10] 12 Date: 9-28-1990 Recording Information: V. 662, P. 783 7. Type/Title: Gas “Pipeline Easement” Grantor: Mabel D. Stubbs Date: 10-4-1990 Recording Information: V. 663, P. 66 8. Type/Title: Pipeline Easement Grantor: Jake Cole Howard Date: 8-24-1990 Recording Information: V. 660, P. 810 9. Type/Title: “Addendum to Easement” Grantor: Jake Cole Howard et al Date: 8-24-1990 Recording Information: V. 660, P. 806 Note: Amends electric transmission line easement in V. 408, P. 722 to allow gas pipeline in right of way. 10. Type/Title: “Addendum to Easement” Grantor: Estate of Ray T. Trant Heirs Date: 7-27-1990 Recording Information: V. 659, P. 794 Note: Amends electric line easement in V. 397, P. 365 to permit gas pipeline. 11. Type/Title: “Addendum to Easement” Grantor: Ida Eddie Hicks, et al Date: 8-7-1990 Recording Information: V. 660, P. 677 Note: Amends electric line easement in V. 435, P. 721 to permit gas pipeline in easement. [Parcels 7, 9 and 10] 13 EXHIBIT C-5 FLOOD EASEMENTS Flood easements recorded in the Real Property Records of Grimes County, Texas: Vol. 403, Page 259 Vol. 406, Page 908 Vol. 406, Page 924 Vol. 408, Page 708 Vol. 408, Page 714 Vol. 409, Page 331 Vol. 409, Page 963 Vol. 412, Page 470 Vol. 396, Page 635 Vol. 415, Page 899 Vol. 408, Page 206 Vol. 523, Page 702 Vol. 685, Page 586 Vol. 474, Page 30 Vol. 406, Page 924 Vol. 727, Page 770 [Parcels 7, 9 and 10] 14 EXHIBIT C-6 GIBBONS CREEK SUBSTATION AND SWITCH YARD See attached legal description. EXHIBIT C-7 TERMS AND CONDITIONS RELATING TO RESERVED TRANSMISSION EASEMENTS Texas Municipal Power Agency (“Agency”) may use each reserved transmission easement for the purpose of erecting, operating, maintaining and servicing thereon one or more electric power and/or communication lines, each consisting of a variable number of wires, and all necessary or desirable appurtenances, attachments and complete supporting structures, including foundations, guy wires and guy anchorages, and structural components over, across and upon the reserved easements. Agency shall have the right to construct, operate, improve, reconstruct, increase or reduce the capability, repair, relocate, inspect, patrol, maintain or remove such lines within such easement as Agency may from time to time find necessary, convenient or desirable to erect thereon and all rights necessary or convenient for the full use of the easement, including reasonable access over, across and upon adjacent property to such easement; the right to trim or remove trees and shrubbery to the extent necessary, in the sole judgment of Agency, to prevent possible interference with the operation of such lines or to remove possible hazards thereto; the right to put gates in existing fences within such easement; and the right to remove or prevent the construction of any or all buildings, structures and obstructions within such easement. If any such buildings, structures or obstructions are hereafter constructed or permitted by the owner of the land encumbered by the reserved easement (the “Owner”) to exist within the easement without prior written consent of Agency, then Agency shall have the right to remove the same, and Owner agrees to pay to Agency the reasonable cost of such removal. This agreement, together with the other provisions of this grant, shall constitute a covenant running with the land for the benefit of Agency, its successors and assigns. The reserved transmission easement reserved to Agency is severable and may be assigned by Agency to any successor or assignee, either in whole or in part. Agency shall have no right to fence or enclose such easement or to use it for any purposes other than as set out above. The right of the Owner to use its land, including the portion within the easement, for all other purposes that will not interfere with the exercise of the rights of Agency is reserved to the Owner, including the right to use the same for general agricultural and grazing purposes, to erect or maintain fences not more than 8 feet high across such easement, provided that gates or openings 12 feet wide or more are installed therein to provide Agency reasonable access to all parts of such easement; and to lay out, dedicate, construct, maintain and use such roads, streets, alleys, railroad tracks, underground telephone cables and conduits, and oil, gas, water and sewer pipelines as will not interfere with the rights of Agency; provided that all such facilities shall be properly grounded, and shall be so constructed as to provide, with respect to Agency’s lines and other facilities, the minimum clearances provided by law and recognized as standard in the electrical industry. The easement will remain in effect for Agency, its successors and assigns, until all of such lines and supporting structures shall have been completely abandoned and removed by Agency, and no future use of the same is contemplated by Agency, its successors and assigns, and in that event such easement and right of way shall cease and all rights herein shall terminate and revert to the Owner. [Parcels 7, 9 and 10] 16 EXHIBIT T DESCRIPTION OF RESERVED TRANSMISSION EASEMENT IS ATTACHED. Parcel 7: T-2 Exhibit D 1 ESCROW AGREEMENT This Escrow Agreement (“Escrow Agreement”), dated as of February 10, 2021, is made by and among: Gibbons Creek Environmental Redevelopment Group, LLC, a limited liability company organized under the laws of the State of Texas (“Purchaser”), Texas Municipal Power Agency, a municipal corporation and municipal power agency created under Chapter 163 of the Texas Utilities Code (“Seller”), and UMB Bank, n.a., a national association, as escrow agent (“Escrow Agent”). Capitalized terms used in this Escrow Agreement but not otherwise defined herein shall have the meanings given them in the APA (defined below), provided the Escrow Agent shall not be obligated to determine the meaning of any term not defined herein. RECITALS WHEREAS, Seller and Purchaser have entered into an Asset Purchase Agreement (“APA”) dated as of February 10, 2021, providing for, among other things, the purchase by Purchaser of the Purchased Assets subject to the terms and conditions of the APA and, as a condition to such sale, the deposit by Seller of the Escrow Funds (defined below) into escrow pursuant to this Escrow Agreement; and WHEREAS, pursuant to the APA, Purchaser and Seller have agreed that Seller shall deposit an aggregate of Twenty-Eight Million Five Hundred Forty-Six Thousand ($28,546,000) into escrow to ensure and partially fund Purchaser’s performance of the Bonded Obligations (as that term is defined in the Regulatory Closure Bond (defined below)) or Seller’s or Member Cities’ performance of the Bonded Obligations as provided in this Escrow Agreement. NOW THEREFORE, in consideration of, the Recitals set forth above, Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Purchaser and Escrow Agent agree as follows: DEFINITIONS Definitions. Any capitalized term not defined herein shall have the meaning ascribed to it in the APA. In addition to the terms defined in the Recitals, as used in this Escrow Agreement: “Monthly Distribution” means thirty four (34) equal monthly payments totaling the Escrow Funds, which monthly payments are to be made from the Escrow Account (defined below) to Purchaser on the 10th day of each month starting the first month following Closing until the Escrow Funds are depleted, such monthly payments being conditioned, and subject to being adjusted, suspended or terminated, pursuant to the terms of this Escrow Agreement. The Monthly Distribution will initially be equal to $839,588.24 as of the effective date of this Agreement and prior to any adjustments thereto pursuant to this Agreement. If the Escrow Funds are increased or decreased from time to time for any reason, the amount of all future Monthly Distributions shall be automatically adjusted to be equal to the remaining Escrow Funds divided by the number of future Monthly Distributions (i.e., 34 less the number of prior Monthly Distributions previously made at such time). Upon request by Escrow Agent, Purchaser and Seller will both confirm in writing the amount and timing of any adjustments to the Monthly Distributions and provide Escrow Agent with an updated schedule of anticipated future Monthly Distributions. Exhibit D 2 “Project Schedule” means the remediation project schedule attached hereto as Exhibit A, which schedule contains tasks and events necessary to complete the Bonded Obligations. AGREEMENT Section 1. ESCROW ACCOUNT. Section 1.1 Deposits into Escrow Account. (a) Concurrently herewith, to secure Purchaser’s performance of the Bonded Obligations, Seller shall deposit cash in the amount of Twenty-Eight Million Five Hundred Forty-Six Thousand ($28,546,000) with Escrow Agent to be held by the Escrow Agent pursuant to this Escrow Agreement. (b) The Escrow Agent hereby agrees to establish and maintain an account (the “Escrow Account”) to hold all monies deposited with the Escrow Agent pursuant to this Escrow Agreement and all interest, dividends, and other distributions and payments earned thereon or received by the Escrow Agent with respect thereto from time to time (such deposits, together with interest, dividends, and other distributions and payments earned thereon, the “Escrow Funds”). (c) The Escrow Funds in the Escrow Account are to be retained by the Escrow Agent as an escrow trustee pursuant to this Escrow Agreement. The Escrow Funds may be disbursed from the Escrow Account only in accordance with Sections 1.3 and 1.4 below. The parties intend for this Escrow Agreement to create a true escrow, and the parties agree that Purchaser’s only interest in, and right to receive, the Escrow Funds are though the Monthly Distributions as outlined in, and limited by, Sections 1.3, 1.4 and 2.3 below. (d) Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard, invest and disburse the Escrow Funds on behalf of Seller pursuant to the terms and conditions hereof. Section 1.2 Investment of Amounts Held in Escrow Account. (a) All amounts held in the Escrow Account shall be invested in a money market deposit account as directed in Exhibit B attached hereto and forming a part hereof for all purposes or at the written direction of Seller and Purchaser in United States Treasury Bills selected by Seller and Purchaser having a maturity date of sixty (60) days after date of purchase. The parties hereto acknowledge that the Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice. All investments shall be made in the name of Escrow Agent. All investment earnings shall become part of the Escrow Funds and investment losses shall be charged against the Escrow Funds. Escrow Agent shall not be liable or responsible for loss in the value of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of any such investment. (b) The Escrow Agent shall liquidate all investments in the Escrow Account as necessary to provide funds in order to make any payments required by this Escrow Exhibit D 3 Agreement. Annually, and quarterly, the Escrow Agent shall provide a written report to Purchaser and Seller detailing the balances in the Escrow Account, the investments held by the Escrow Account, any claims or payments made from or against the Escrow Account for the period, any deposits made to cover an investment loss, and all interest, dividends, income and/or losses associated with the Escrow Account. (c) With respect to any Escrow Funds or investment instruction received by Escrow Agent after 11:00 a.m., U.S. Central Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next business day upon which Escrow Agent is open to conduct its regular banking business. Receipt of the Escrow Funds, and investment or the reinvestment of the Escrow Funds, shall be confirmed by Escrow Agent by an account statement, and Purchaser, Seller or any Member City may inform Escrow Agent in writing of any error, omission or inaccuracy in any such account statement within ninety (90) days after receipt, and failure to do so shall conclusively be deemed confirmation and approval by Purchaser, Seller and each of the Member Cities of such account statement in its entirety, which shall thereafter not provide any basis for a claim against or liability of Escrow Agent. Section 1.3 Use of Escrow Funds by Seller. All deposits with the Escrow Agent shall be paid by Seller in escrow to ensure and partially fund Purchaser’s performance of the Bonded Obligations. If the Monthly Distributions under this Escrow Agreement have been suspended for sixty (60) consecutive days in accordance with Section 1.4, then (i) Seller (or the Member Cities, as express third party beneficiaries of the APA and this Escrow Agreement) shall have the right, but not the obligation, to perform any tasks and take any actions deemed necessary or appropriate by Seller or the Member Cities to complete the Bonded Obligations and (ii) Seller and the Member Cities, as applicable, upon the Escrow Agent’s receipt of a written certificate certifying that Seller or the Member Cities have exercised their rights under this Section 1.3 and requesting reimbursement, shall be reimbursed upon demand by Escrow Agent from the Escrow Funds for all costs incurred by Seller or the Member Cities in performing such tasks and taking such actions; provided, however, that the Member Cities must appoint a designated representative to act on behalf of all Member Cities in the exercise of any of Seller’s rights under this Escrow Agreement. Section 1.4 Draws from Escrow Account. (a) Each month the Escrow Agent shall pay the Monthly Distribution to Purchaser (to the extent that Escrow Funds are available therefor and subject to such payment being suspended or terminated as set forth in this Escrow Agreement) to partially fund the cost of the Bonded Obligations. Purchaser may use the Monthly Distribution only to fund the cost of the Bonded Obligations. (b) Each month after the initial Monthly Distribution, at least five (5) business days prior to the scheduled payment date of that month's Monthly Distribution, Purchaser shall deliver to Seller, the individual or consulting firm selected by Seller (the “Environmental Designee”) as the Environmental Designee to perform certain tasks set forth in the APA and under this Agreement, and Escrow Agent a (x) written progress report Exhibit D 4 (each, a “Progress Report”) summarizing the progress made by Purchaser in connection with the work necessary to complete the Bonded Obligations since the prior Progress Report and comparing the current status of such work with the projected status of such work on the Project Schedule and (y) a certificate of Purchaser that such document constitutes the Progress Report. Each Progress Report shall include the following information with respect to the work set forth on the Project Schedule: (i) the progress (including percentage completion) made on each segment of the work; (ii) a reasonably detailed explanation of the actions (including percentage completion of such actions) taken by Purchaser during the previous month on each segment of the work; (iii) a reasonably detailed explanation of the actions that still need to be completed by Purchaser to complete each segment of the work and the estimated time frame for such actions; (iv) a summary of the actions to be taken during the next two (2) months on each segment of the work; (v) an updated estimate of when each segment of the work will be completed; and (vi) documentation reasonably acceptable to the Environmental Designee showing the costs actually incurred by Purchaser to obtain Preliminary Regulatory Closure of the Site F landfill. The Escrow Agent shall assume that any Progress Report delivered to it was simultaneously delivered to Seller and the Environmental Designee. The Escrow Agent may conclusively rely upon the certificate of Purchaser accompanying the Progress Report and shall have no obligation to review or determine the completeness or sufficiency of the Progress Report (c) If Environmental Designee does not provide Escrow Agent (with a copy to Purchaser) with written notice of an objection to such Progress Report (which written notice shall provide the basis for such objection) within a five (5) business day period after the Escrow Agent’s receipt of the certificate of Purchaser and Progress Report in accordance with Section 1.4(b) or if Environmental Designee provides written notice that it has no objection sooner than the expiration of such five (5) business day period, then Escrow Agent is hereby authorized to disburse to Purchaser the Monthly Distribution for such month. The sole grounds for Environmental Designee's objection to a Progress Report shall be that the Environmental Designee believes, in good faith, that Purchaser has not substantially completed the work set forth in the Project Schedule for such month or that Purchaser is in breach of its obligations under the APA with respect to the Bonded Obligations. (d) If Environmental Designee does provide Escrow Agent with written notice of an objection to such Progress Report within such five (5) business day period or if Purchaser does not provide a Progress Report when due, Escrow Agent shall suspend all future Monthly Distributions until Escrow Agent has received either (i) joint written instructions of Purchaser and Seller evidencing an agreement regarding such payment(s), or (ii) a certified copy of any final, non-appealable award, decree, decision, injunction, judgment, order, ruling, or verdict entered, issued, made, or rendered by any court, administrative agency, governmental authority, or arbitrator (an “Order”) with respect to such payment(s), together with an opinion of counsel from the presenting party that such constitutes a certified copy of an Order upon which the Escrow Agent may conclusively rely. It is the intent of the parties that as soon as practical after Seller receives an updated Progress Report showing that Purchaser has achieved substantial completion of the work, as determined by the Environmental Designee, necessary for the release of any suspended Exhibit D 5 Monthly Distribution or when any such breach of Purchaser's obligations under the APA has been cured, Seller shall provide the joint written instructions under clause (i) of this paragraph to immediately release the applicable suspended Monthly Distribution. (e) Notwithstanding anything herein to the contrary, Escrow Agent shall not make any Monthly Distributions to Purchaser to the extent that such distribution would decrease the remaining balance of the Escrow Funds to less than $2,854,600 unless Seller certifies in writing to the Escrow Agent that Purchaser has obtained and delivered to Seller the Post-Closure Bonds as required by Section 9.06 of the APA. If the Post-Closure Bonds have not been obtained and delivered to Seller as required by the APA and this Escrow Agreement, then (i) Seller (or the Member Cities’ designated representative) shall have the right, but not the obligation, to perform any tasks and take any actions deemed necessary or appropriate by Seller or the Member Cities to obtain and pay the premium for the Post- Closure Bonds or to perform any Environmental Post-Closure Requirements and (ii) Seller, upon the Escrow Agent’s receipt of a written certificate of Seller certifying that the Post- Closure Bonds have not been obtained and delivered to Seller as required by the APA, shall be reimbursed upon written demand by Escrow Agent from the Escrow Funds for all costs incurred by Seller or the Member Cities in performing such tasks and taking such actions. (f) Seller and Purchaser agree that $13,600,00 is the mutually-agreed estimated cost to obtain Preliminary Regulatory Closure of the Site F landfill. If, upon Preliminary Regulatory Closure of the Site F landfill, the aggregate costs actually incurred by Purchaser to obtain Preliminary Regulatory Closure of the Site F landfill is less than $13,600,000, Seller shall be entitled, after written notice to Purchaser and Escrow Agent confirming the aggregate costs actually incurred by Purchaser to obtain Preliminary Regulatory Closure of the Site F landfill is less than $13,600,000, to a distribution of such difference (or any portion thereof) from the Escrow Funds as requested in such written notice. If such notice of Seller is delivered prior to any date of a Monthly Distribution, the Escrow Agent shall make such disbursement prior to the Monthly Distribution, but payment of any such amounts to Seller shall be deferred to the extent that such distribution would decrease the remaining balance of the Escrow Funds to less than $2,854,600 until such time as the Escrow Agent receives the certificate from Seller certifying that Purchaser has obtained and delivered to Seller the Post-Closure Bonds as required by Section 9.06 of the APA. (g) Upon distribution of all Escrow Funds from the Escrow Account, the Escrow Account shall be closed and this Escrow Agreement shall be terminated. Neither the existence of nor the exhaustion of the Escrow Account, nor the termination thereof, shall release or diminish Purchaser’s obligations or liabilities under the APA, including, without limitation, Purchaser’s obligations pursuant to Article IX of the APA. (h) Subject to the requirements of Sections 1.4(e) and 1.4(f) above, if, after reviewing any Progress Report, Environmental Designee determines that Purchaser has substantially completed the work set forth in the Project Schedule for the current month and for the next month, then Seller shall direct the Escrow Agent in writing to release to Purchaser the Monthly Distribution for the current month and for the next month at the same time and the timeframe for completing all future work set forth in the Project Exhibit D 6 Schedule will be accelerated by one (1) month. The Escrow Agent may conclusively rely upon such written direction from Seller. Section 2. DUTIES OF ESCROW AGENT, LIABILITIES, LIMITATIONS AND OTHER TERMS AND CONDITIONS OF THE ESCROW AGENT. Section 2.1 Duties and Responsibilities. The duties, responsibilities and obligations of Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Under no circumstance will the Escrow Agent be deemed to be a fiduciary to any party or any other person under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any other party to perform in accordance with this Escrow Agreement. Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among Purchaser and Seller or to which either Purchaser or Seller is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from Purchaser or Seller. Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Section 2.2 Judicial Orders, Judgments, Decrees, Writs or other Process. If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Funds (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of Escrow Funds) (hereinafter collectively defined as “Legal Decree”), Escrow Agent is authorized to comply with any such Legal Decree in any reasonable manner and may consult the advice of legal counsel of its choosing if it deems such advice necessary with regard to any such compliance; and if Escrow Agent complies with any such Legal Decree, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such Legal Decree may be subsequently modified or vacated or ultimately determined to have been without legal force or effect. Section 2.3 Claim against Regulatory Closure Bond. (a) Endurance Assurance Corporation, a Delaware corporation (“Surety”), has issued the Regulatory Closure Bond effective February 10, 2021 (the “Regulatory Closure Bond”), on behalf of Purchaser and for the benefit of Seller to guarantee, among other things, the full and faithful performance by Purchaser of all of Purchaser’s obligations under the APA with respect to the Bonded Obligations. (b) If Seller asserts a claim against the Regulatory Closure Bond and Surety performs under the Regulatory Closure Bond to (i) cure Purchaser’s default, (ii) perform, or cause to be performed, Purchaser’s obligations, or (iii) pay any sum under the Regulatory Closure Bond (a “Bond Claim”), then Seller or Surety may provide written notice to Escrow Agent that a Bond Claim has been made and, from and after such notice to Escrow Agent, upon written notice to the Escrow Agent from Seller or Surety that that Surety is exercising its rights under the APA, all references herein to Purchaser shall be Exhibit D 7 deemed references to the Surety, and thereafter Surety will have all of Purchaser’s rights and perform any or all of Purchaser’s obligations under this Escrow Agreement (on behalf of, and to the exclusion of, Purchaser), including without limitation performing any or all of the Bonded Obligations, receiving Monthly Distributions and other distributions of Escrow Funds that would otherwise be payable to Purchaser, submitting Progress Reports, and curing Purchaser’s defaults under this Escrow Agreement, until such time as Surety notifies Escrow Agent and Seller in writing that such Bond Claim has been fully satisfied. Thereafter, all rights shall revert to Purchaser, and Escrow Agent shall resume issuance of Monthly Distributions to Purchaser. Section 2.4 Limitations on Liability of Escrow Agent. (a) Escrow Agent shall not be liable for any action taken or omitted or for any loss resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall Escrow Agent be liable (i) for acting in accordance with or relying upon any joint written instruction from Purchaser and Seller given pursuant to Section 1 or for any sole direction, certificate or notice of Seller, Purchaser, or Surety that is expressly provided for in this Agreement, (ii) DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR EXPECTANCY LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION, or (iii) for an amount in excess of the value of the Escrow Account, valued as of the date of deposit. The Escrow Agent may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel, statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person(s). (b) At any time, Escrow Agent may consult with legal counsel as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Any such expense of Escrow Agent’s legal counsel shall be deducted from the Escrow Funds. Seller shall reimburse the Escrow Funds for one-half of the amounts so deducted within ten (10) days of receiving notice of such deduction. (c) Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). Exhibit D 8 Section 2.5 Monthly Statements. Escrow Agent shall provide to Purchaser and Seller monthly statements identifying transactions, transfers, withdrawals, deposits or holdings of the Escrow Fund and each such statement shall be deemed to be correct and final upon receipt thereof by Purchaser and Seller, unless Escrow Agent is notified in writing to the contrary within thirty (30) business days of the date of such statement. Section 2.6 Genuineness of Documents. Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document. Section 2.7 Effectiveness of Notices. Notices, instructions or other communications between Escrow Agent and the other parties hereto shall be in writing and shall be given to the addresses set forth in Section 13 hereof (or to such other address as may be substituted therefor by written notification to Escrow Agent and the other parties hereto). Notices to Escrow Agent shall be deemed to be given when actually received by an officer of the Escrow Agent with responsibility for administration of the Escrow Agent. Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by either Purchaser or Seller or by a person or persons authorized by either such party. Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business. Section 2.8 Indemnification of Escrow Agent. Purchaser and Seller, jointly and severally, shall be liable for and shall reimburse and indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney’s fees and expenses) (collectively, for purposes of this Section 2.8 only, “Agent Losses”) arising from or in connection with or related to this Escrow Agreement or being Escrow Agent hereunder (including but not limited to Agent Losses incurred by Escrow Agent in connection with its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require Escrow Agent to be indemnified for Agent Losses finally determined to have been primarily caused by its gross negligence or willful misconduct, and provided further that each of Purchaser and Seller, as between themselves, shall bear its share of such Agent Losses to the extent that such party's actions or omissions resulted in such Agent Losses. The provisions of this Section 2.8 shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. Section 2.9 Removal of Escrow Agent; Resignation of Escrow Agent. (a) By joint written instruction, Purchaser and Seller may remove Escrow Agent at any time by giving to Escrow Agent thirty (30) calendar days prior notice in Exhibit D 9 writing signed by Purchaser and Seller. Escrow Agent may resign at any time by giving to Purchaser and Seller fifteen (15) calendar days prior written notice thereof. (b) Within ten (10) calendar days after giving the foregoing notice of removal to Escrow Agent or receiving the foregoing notice of resignation from Escrow Agent, Purchaser and Seller shall jointly agree on and appoint a successor escrow agent. If a successor escrow agent has not accepted such appointment by the end of such 10-day period, Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Escrow Agent in connection with such proceeding shall be deducted from the Escrow Funds. (c) Upon receipt of the identity of the successor escrow agent, Escrow Agent shall deliver the Escrow Funds then held hereunder to the successor escrow agent, less any amounts to be deducted from the Escrow Funds for any remaining fees, costs and expenses or other obligations owed to Escrow Agent. (d) Upon delivery of the Escrow Funds to successor escrow agent, Escrow Agent shall have no further duties, responsibilities or obligations hereunder. Section 2.10 Ambiguities; Conflicting Instructions. (a) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than retaining possession of the Escrow Funds, unless Escrow Agent receives written instructions, signed by Purchaser and Seller, which eliminates such ambiguity or uncertainty. (b) In the event of any dispute between or conflicting claims by or among Purchaser and Seller, and/or any other person or entity with respect to the Escrow Funds, Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to the Escrow Funds so long as such dispute or conflict shall continue, and Escrow Agent shall not be or become liable in any way to either Purchaser or Seller for failure or refusal to comply with such conflicting claims, demands or instructions. To the extent reasonably practicable, the parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) the rights of the adverse claimants shall have been fully and finally adjudicated in a court assuming and having jurisdiction of the parties and money, papers and property involved herein or affected hereby, or (ii) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing, signed by all interested parties. Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with such proceeding shall be paid by one-half by Purchaser and one-half by Seller. Exhibit D 10 Section 2.11 Reliance. The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the written direction or consent of both Purchaser and Seller or their respective agents, representatives, successors, or assigns, or the written direction or notice of solely Seller or Purchaser where expressly permitted in accordance with the provisions hereof. The Escrow Agent shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s authority. Concurrent with the execution of this Escrow Agreement, the parties shall deliver to the Escrow Agent authorized signer’s forms in the form of Exhibit C and Exhibit D to this Escrow Agreement. Section 3. COMPENSATION OF ESCROW AGENT. The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit E, which compensation shall be deducted from the Escrow Funds. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any material service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney's fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from Purchaser and Seller, as applicable. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) calendar days of the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Funds with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Funds. Section 4. TAXES. As long as this Escrow Account and Escrow Funds exist, Purchaser shall report and bear the burden of all taxes, if any, on any interest, dividends, income and/or losses associated with the Escrow Account, subject to the terms of this Escrow Agreement. Purchaser will report all income, if any, that is earned on, or derived from, the Escrow Funds as its income, in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto. Prior to closing, Purchaser and Seller shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate form W-9 or W-8 and other forms and documents that the Escrow Agent may reasonably request. Purchaser and Seller understand that if such tax reporting documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other income Exhibit D 11 earned on the investment of monies or other property held by the Escrow Agent pursuant to this Escrow Agreement. To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of funds held or payments made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Funds. Purchaser agrees to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to any payment or other activities under this Escrow Agreement, unless any such tax, addition for late payment, interest, penalties and other expenses was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 4 is in addition to the indemnification provided in Section 2.8 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. Section 5. GOVERNING LAW. This Escrow Agreement shall be interpreted, construed, enforced and administered in accordance with the internal substantive laws (and not the choice of law rules) of the State of Texas. Subject to Section 10.05 of the APA, any Disputes or Claims arising out of or in connection with this Escrow Agreement and the transactions contemplated or documents required hereby shall be filed in any court of competent jurisdiction in Travis County, Texas, or the federal courts of the United States of America located in the Western District of Texas, Austin Division. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any Dispute arising out of or relating to this Escrow Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such Dispute. Each party agrees that a judgment in any such Dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. This consent to venue is being given solely for purposes of this Escrow Agreement and the transactions contemplated hereunder, and is not intended to, and shall not, confer consent to venue with respect to any other Dispute in which a party to this Escrow Agreement may become involved Section 6. AMENDMENTS AND MODIFICATIONS. Except as otherwise permitted herein, this Escrow Agreement may be modified only by a written amendment signed by all the parties hereto, and no waiver of any provision hereof shall be effective unless expressed in a writing signed by the party to be charged. Section 7. CUMULATIVE RIGHTS AND REMEDIES. The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy hereunder shall not preclude the subsequent exercise of such right or remedy. Section 8. REPRESENTATIONS. Purchaser and Seller each, as to itself only and not as to the others party hereto, represents and warrants (a) that this Escrow Agreement has been duly authorized, executed and delivered on Exhibit D 12 its or his behalf and constitutes its legal, valid and binding obligation and (b) that the execution, delivery and performance of this Escrow Agreement by such Person do not and will not violate any applicable law or regulation. Section 9. INVALIDITY, ILLEGALITY; UNENFORCEABILITY. The invalidity, illegality or unenforceability of any provision of this Escrow Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be enforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect. Section 10. TERMINATION. This Escrow Agreement shall terminate upon the distribution of the entire Escrow Funds. Section 11. EXCLUSIVE BENEFIT OF THE PARTIES This Escrow Agreement is for the exclusive benefit of the parties hereto, Surety, and those third party beneficiaries specifically described in Section 12 below, and shall not be deemed to give, either express or implied, any legal or equitable right, remedy, or claim to any other entity or person whatsoever. Section 12. THIRD PARTY BENEFICIARIES. (a) The parties hereby agree that each Member City is an intended and express third party beneficiary of all of Purchaser’s representations, warranties, covenants, agreements, indemnities, insurance, bonds, and other obligations under this Escrow Agreement and each of the rights or benefits granted to Seller under this Escrow Agreement. Purchaser shall have the same obligations to each Member City as if such Member City was a party to this Escrow Agreement. The Member Cities, as express third- party beneficiaries of the APA and of this Escrow Agreement, shall have the collective right, through their designated representative, to directly (i) enforce the terms and conditions of this Escrow Agreement against Purchaser and its successors and assigns, (ii) prevent any breach thereof, or (iii) exercise any other right, or seek any remedy, that may be available to Seller pursuant to this Escrow Agreement or pursuant to any other agreement, instrument or document executed in connection with the consummation of the transactions contemplated by this Escrow Agreement or otherwise related to the subject matter of this Escrow Agreement, in each instance to the same extent that the Member Cities would if they were each a direct party to this Escrow Agreement or such other agreement, instrument or document; provided, however, that the designated representative of the Member Cities shall provide written notice to the Escrow Agent, Purchaser and Seller in the event of the exercise of any such right and, in the event a direction or instruction given by Seller is inconsistent or in conflict with a direction or instruction given by the Member Cities through their designated representative, the direction or instruction given by the designated representative of the Member Cities shall be controlling. No waiver, inaction, incapacity, dissolution, winding down, termination, forfeiture, receivership, bankruptcy or other event or prohibition affecting Seller or any Member City shall affect any other Member City’s rights as an express third-party beneficiary of this Exhibit D 13 Escrow Agreement. In addition, no party may agree to any changes, modifications or amendments to this Escrow Agreement without the prior written consent of each Member City, which consent may be given, conditioned, delayed or withheld by any Member City in its sole and absolute discretion. The parties acknowledge and agree that each Member City is expressly relying on the rights set forth in this section in favor of such Member City, that the approval of each Member City is required for the sale of the Purchased Assets by Seller to Purchaser pursuant to the APA, and that the Member Cities would not have approved of the terms of this Escrow Agreement or of the sale of the Purchased Assets to Purchaser pursuant to the APA without obtaining the express third party beneficiary rights in favor of the Member Cities set forth in this section. (b) The parties hereby agree that Surety is an intended and express third party beneficiary of this Escrow Agreement as set forth in Section 2.3 hereof. Section 13. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally to, or by nationally recognized overnight courier service, or mailed by registered or certified mail (return receipt requested) if and when received by, or sent via electronic mail if and when received by, the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) If to Seller: Texas Municipal Power Agency 2751 Nash Street, Suite 130 Bryan, Texas 77802 Attn: General Manager E-Mail: BKahn@texasmpa.org (b) If to the Environmental Designee: Schultz Engineering, LLC 911 Southwest Parkway East College Station, Texas 77840 Attn: Joe Schultz, P.E. E-Mail: joe@schultzeng.com (c) If to Purchaser: Gibbons Creek Environmental Redevelopment Group, LLC 435 S. Tryon Street, Suite 180 Charlotte, NC 28202 Attention: Mr. Scott Reschly E-Mail: sreschly@charah.com Exhibit D 14 (d) If to Escrow Agent: UMB Bank, Corporate Trust 5910 N. Central Expwy, Suite 1900 Dallas, Texas 75201 Attention: Madelyn Wallace E-mail: madelyn.wallace@umb.com Section 14. COUNTERPARTS. This Escrow Agreement may be executed in counterparts and delivered by facsimile or electronic (.pdf) format, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The parties hereto agree the transaction described herein may be conducted (and related documents may be sent, received and stored) by electronic means. Section 15. SECTION HEADINGS. The headings of sections in this Escrow Agreement are provided for convenience only and will not affect its construction or interpretation. Section 16. CONSTRUCTION OF ESCROW AGREEMENT. In the event that Purchaser and Seller have a dispute regarding the interpretation and/or construction of this Escrow Agreement, it is agreed that neither Purchaser nor Seller are deemed to be the drafter or author of any term or provision of this Escrow Agreement. Accordingly, in the event of such a dispute, Purchaser and Seller agree that no term or provision of this Escrow Agreement shall be construed against either Purchaser or Seller and the doctrine contra proferentem shall not apply or be asserted by either Purchaser or Seller against the other party. Section 17. REGULATORY COMPLIANCE. Additionally, the parties hereto agree that they will provide any information reasonably requested by the Escrow Agent to comply with the USA Patriot Act of 2001, as amended from time to time, and the Bank Secrecy Act of 1970, as amended from time to time (together the “Acts”), which information will be used to verify the identities of the parties to ensure compliance with the terms of such Acts. [Signature page follows] Exhibit D 15 IN WITNESS WHEREOF, the parties have executed and delivered this Escrow Agreement as of the date first written above. PURCHASER: Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company By: Charah, LLC Its: Manager By: _________________________________ Name: _________________________________ Its: _________________________________ ESCROW AGENT: UMB Bank, n.a., a national association By: _________________________________ Name: _________________________________ Its: _________________________________ SELLER: Texas Municipal Power Agency, a Texas municipal corporation By: _________________________________ Bob Kahn, its General Manager Exhibit D 16 EXHIBIT A to Escrow Agreement PROJECT SCHEDULE Exhibit D 17 EXHIBIT B to Escrow Agreement Agency and Custody Account Direction For Cash Balances Money Market Deposit Account Direction to use the following Money Market Deposit Account for Cash Balances for the escrow account or accounts (the “Account”) established under the Escrow Agreement to which this Exhibit B is attached. You are hereby directed to deposit, as indicated below, or as I shall direct further in writing from time to time, all cash in the Escrow Account in the following money market deposit account: UMB Money Market Special deposit account I understand that amounts on deposit in the UMB Money Market Special deposit account are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”), in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to a total of $250,000. I acknowledge that I have full power to direct investments of the Escrow Account. I understand that I may change this direction at any time and that it shall continue in effect until revoked or modified by me by written notice to you. ______________________________________ [___________________________________] Authorized Representative for Purchaser [_______________] Date ______________________________________ [___________________________________] Authorized Representative for Seller [_______________] Date Exhibit D 18 EXHIBIT C to Escrow Agreement CERTIFICATE AS TO AUTHORIZED SIGNATURES The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Gibbons Creek Environmental Redevelopment Group, LLC and are authorized to initiate and approve transactions of all types for the Escrow Account or accounts established under the Escrow Agreement to which this Exhibit C is attached, on behalf of Purchaser. Name / Title Specimen Signature ________________________________ Name ________________________________ Title ________________________________ Signature ________________________________ Name ________________________________ Title ________________________________ Signature ________________________________ Name ________________________________ Title ________________________________ Signature ________________________________ Name ________________________________ Title ________________________________ Signature Exhibit D 19 EXHIBIT D to Escrow Agreement CERTIFICATE AS TO AUTHORIZED SIGNATURES The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Texas Municipal Power Agency and are authorized to initiate and approve transactions of all types for the Escrow Account or accounts established under the Escrow Agreement to which this Exhibit D is attached, on behalf of Seller. Name / Title Specimen Signature ________________________________ Name ________________________________ Title ________________________________ Signature ________________________________ Name ________________________________ Title ________________________________ Signature ________________________________ Name ________________________________ Title ________________________________ Signature ________________________________ Name ________________________________ Title ________________________________ Signature Exhibit D 20 EXHIBIT E to Escrow Agreement Fee Schedule Acceptance Fee: $1,500 Initial Fees as they relate to UMB Bank, n.a. acting in the capacity of Escrow Agent: includes review of the Escrow Agreement; acceptance of the Escrow appointment; setting up of Escrow Account(s) and accounting records; and coordination of receipt of funds for deposit to the Escrow Account(s). Acceptance Fee payable at time of Escrow Agreement execution. Escrow Agent Annual Administration Fee: $1,500.00 For ordinary administrative services by Escrow Agent: includes daily routine account management; investment transactions; cash transaction processing (including wire and check processing); monitoring claim notices pursuant to the agreement; disbursement of funds in accordance with the agreement; and mailing of trust account statements to all applicable parties. Float credit received by the bank for receiving funds that remain uninvested are deemed part of the Paying Agent/Escrow Agent’s compensation. This fee is payable in advance, with the first year fee due upon opening of the account. The Annual Fee covers a full year or any part thereof, and therefore will not be prorated or refunded in the year of early termination. UMB’s bid is based on the following assumptions: - Number of Escrow Accounts to be established: One (1) - Number of Deposits to Escrow Account: One (1) - Number of Withdrawals from Escrow Funds: approximately 34 - Term of Escrow: approximately 3 years - APPOINTMENT SUBJECT TO RECEIPT OF REQUESTED DUE DILIGENCE INFORMATION AS PER THE USA PATRIOT ACT - THIS PROPOSAL ASSUMES THAT BALANCES IN THE ACCOUNT WILL BE INVESTED IN MONEY MARKET FUNDS - ALL FUNDS WILL BE RECEIVED FROM OR DISTRIBUTED TO A DOMESTIC OR AN APPROVED FOREIGN ENTITY - IF THE ACCOUNT DOES NOT OPEN, THIS PROPOSAL WILL BE DEEMED TO BE NULL AND VOID Out-of-Pocket Expenses: At Cost Exhibit D 21 We will charge for out-of-pocket expenses in response to specific tasks assigned by the client or provided for in the Escrow Agreement. Possible expenses would be, but are not limited to, express mail and messenger charges, travel expenses to attend closing or other meetings. There are no charges for indirect out-of- pocket expenses. This fee schedule is based upon the assumptions listed above which pertain to the responsibilities and risks involved in UMB Bank, n.a. undertaking the role of Escrow Agent. These assumptions are based on information provided to us as of the date of this fee schedule. Our fee schedule is subject to review and acceptance of the final documents. Should any of the assumptions, duties or responsibilities change, we reserve the right to affirm, modify or rescind our fee schedule. Extraordinary services (services other than the ordinary administration services of Escrow Agent described above) are not included in the annual administration fee and will be billed as incurred at the rates in effect from time to time. -Activity IDActivity NameOriginalDurationStartFinishGibbons Creek Project Schedule - 12-22-2020Gibbons Creek Project Schedule - 12-22-2020883710-08-19 A01-28-54MILESTONESMILESTONES107110-08-19 A12-20-23M01Memorandum of Understanding (October 8/2019)010-08-19*M02Asset Purchase Agreement (November 1/2019)16911-01-19 A12-10-20 AM03TMPA Board Approval012-10-20 AM05APA Member City Approval3212-10-20*01-26-21M06Member City Approval001-26-21M04Close on Property002-10-21M30Contact Water Processing Equipment Operational007-01-21M20Start Ash Pond Excavation008-05-21M199Post Closure Monitoring & Approval Landfill 'F' (30 Years)011-01-23M97Substantial Completion011-20-23M99Project Complete012-20-23*CASHFLOW MILESTONESCASHFLOW MILESTONES0PRE PROJECTPRE PROJECT101711-11-1911-07-23PP100Establish Office Space2002-11-2103-10-21PP102Implement Site Security2002-11-2103-10-21PP104Acquire Insurance (General Site Coverage)2002-11-2103-10-21ENVIRONMENTAL and ENGINEERINGENVIRONMENTAL and ENGINEERING42403-12-2011-04-21EV100Phase I - Environmental Assessment7203-12-2006-19-20EV112Update Fugitive Dust Plan1002-11-2102-24-21EV104Engineering & Closure Plan Development - Sludge Pond9002-23-2106-29-21EV106Engineering & Closure Plan Development - Ash Ponds 'A/B/C'9002-23-2106-29-21EV108Engineering for Landfill 'A'9002-23-2106-29-21EV110Engineering & Closure Plan Development - Landfill 'F'9002-23-2106-29-21EV114Design Borrow Areas for Landfill 'A" & 'F'2003-11-2104-07-21PERMIT APPLICATIONSPERMIT APPLICATIONS18802-11-2111-04-21PA106Provide Notice to TCEQ Use of Outfall 0054502-11-2104-14-21PA108Submit ESC Permit for Construction of Outfall 0056002-11-2105-05-21PA120Prepare CCR Unit Registration Application Package to TCEQ9002-23-21*06-29-21PA110Permit to Demo Power Station1002-25-2103-10-21PA102Submit ESC Permit Application TCEQ - Borrow Areas4504-08-2106-10-21PA121Submit CCR Unit Registration Application to TCEQ for Review & Approval006-29-21PA122Receive TCEQ Approval for CCR Unit Registration Application9006-30-2111-04-21SITE REDEVELOPMENT - AVISION YOUNGSITE REDEVELOPMENT - AVISION YOUNG101711-11-1911-07-23SRD101Marketing of Property101711-11-1911-07-23SRD104Proposed Subdivision of Property14308-06-2002-26-21SRD102Site Survey & Boundary Mapping20808-06-2005-28-21JJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASOND12-20-23, MILESTONESMemorandum of Understanding (October 8/2019), 10-08-19*11-01-19 A12-10-20 ATMPA Board Approval, 12-10-20*01-26-21Member City Approval, Close on Property, Contact Water Processing Equipment Operational, Start Ash Pond Excavation, 08-05-21Post Closure Monitoring & Approval Landfill 'F' (30 Years), 11-01-23Substantial Completion, Project Complete, 11-07-23, PRE PROJECT02-11-2103-10-2102-11-2103-10-2102-11-2103-10-2111-04-21, ENVIRONMENTAL and ENGINEERING03-12-2006-19-2002-11-2102-24-2102-23-2106-29-2102-23-2106-29-2102-23-2106-29-2102-23-2106-29-2103-11-2104-07-2111-04-21, PERMIT APPLICATIONS02-11-2104-14-2102-11-2105-05-2102-23-21*06-29-2102-25-2103-10-2104-08-2106-10-21Submit CCR Unit Registration Application to TCEQ for Review & Approval, 06-30-2111-04-2111-07-23, SITE REDEVELOPMENT - AVISION YOUNG11-11-1911-07-2308-06-2002-26-2108-06-2005-28-21Data Date: 10-08-19Run Date: 02-08-21All Activities Schedule - GibbonsActual Level of EffortActual WorkRemaining WorkCritical Remaining WorkMilestonesummaryProject ScheduleGibbons Creek Steam Electric StationTMPA - Asset Liability Transfer ProjectPage 1 of 5 GC0J Activity IDActivity NameOriginalDurationStartFinishCONTRACT BID & AWARDCONTRACT BID & AWARD23002-11-2101-06-22IC114Temporary Office Facilities - Contract1002-11-2102-24-21IC106Issue Survey Contract1002-11-2102-24-21IC102Construction Quality Control Monitor & Testing1002-11-2102-24-21IC116Contact Water Processing Equipment - Contract1002-11-2102-24-21IC118Issue Contract for Erosion & Sediment Control1002-11-2102-24-21IC121Issue Chain Link Fence Contract1002-11-2102-24-21IC135Tree Clearing Contractor -1002-11-2102-24-21IC125Demo Contractor1002-11-2102-24-21IC112Issue Contract for Utilities1502-11-2103-03-21IC123Contract for Asbestos Abatement Survey2002-11-2103-10-21IC133Hydroseeding Contractor2010-26-2111-22-21IC108Issue Liner Contract - Subcontractor1012-22-2101-06-22PROJECT PLANNINGPROJECT PLANNING26002-11-2102-17-22PL104Sludge Pond Execution Plan1005-04-2105-17-21PL112Develop Documentation for Monitoring & Testing - Federal/State/Local1005-18-2106-01-21PL114Demolition Execution Plan1006-02-2106-15-21PL106Ash Ponds 'A/B/C' Execution Plan1006-09-2106-22-21PL108Landfill 'A' Execution Plan2008-05-2109-01-21PL110Landfill 'F' Execution Plan2011-29-2112-24-21LIFE SAFETY - PROJECT REQUIREMENTSLIFE SAFETY - PROJECT REQUIREMENTS2702-11-2103-19-21PS06Develop Site Wide Safety Plan1502-11-2103-03-21PS10Develop Emergency Response Plan1502-11-2103-03-21PS04Review & Submit Site Wide Safety Plan1003-04-2103-17-21PS02Review & Submit Emergency Response Plan1003-04-2103-17-21PA04Site Wide Safety Plan - Review & Approved203-18-2103-19-21PS08Emergency Response Plan - Review & Approved203-18-2103-19-21TRAININGTRAINING3704-05-2105-25-21TR01CTraining for Site Safety Plan104-05-2104-05-21TR02CTraining for Emergency Response104-06-2104-06-21TR04CReview PEP with Site Personnel104-21-2104-21-21TR08CB.E.S.T Ash Pond Training105-25-2105-25-21PROCUREMENT & EQUIPMENTPROCUREMENT & EQUIPMENT25002-25-2102-17-22PE106Contact Water Processing Equipment6002-25-2105-19-21PE108Evaporators for Ash Pond Water6002-25-2105-19-21PE102Liner Material3001-07-2202-17-22CONSTRUCTIONCONSTRUCTION848302-25-2101-28-54PD1002Utility Locates505-18-2105-24-21PD1010Project Surveying58005-18-2108-28-23PD1004Protect Existing Utilities/Instrumentation505-25-2106-01-21PD1012Maintenance of Erosion Control61505-25-2110-24-23SITE DEVELOPMENTSITE DEVELOPMENT6303-11-2106-08-21JJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASOND01-06-22, CONTRACT BID & AWARD02-11-2102-24-2102-11-2102-24-2102-11-2102-24-2102-11-2102-24-2102-11-2102-24-2102-11-2102-24-2102-11-2102-24-2102-11-2102-24-2102-11-2103-03-2102-11-2103-10-2110-26-2111-22-2112-22-2101-06-2202-17-22, PROJECT PLANNING05-04-2105-17-2105-18-2106-01-2106-02-2106-15-2106-09-2106-22-2108-05-2109-01-2111-29-2112-24-2103-19-21, LIFE SAFETY - PROJECT REQUIREMENTS02-11-2103-03-2102-11-2103-03-2103-04-2103-17-2103-04-2103-17-2103-18-2103-19-2103-18-2103-19-2105-25-21, TRAINING04-05-2104-05-2104-06-2104-06-2104-21-2104-21-2105-25-2105-25-2102-17-22, PROCUREMENT & EQUIPMENT02-25-2105-19-2102-25-2105-19-2101-07-2202-17-2205-18-2105-24-2105-18-2108-28-2305-25-2106-01-2105-25-2110-24-2306-08-21, SITE DEVELOPMENTData Date: 10-08-19Run Date: 02-08-21All Activities Schedule - GibbonsActual Level of EffortActual WorkRemaining WorkCritical Remaining WorkMilestonesummaryProject ScheduleGibbons Creek Steam Electric StationTMPA - Asset Liability Transfer ProjectPage 2 of 5 GC0J -Activity IDActivity NameOriginalDurationStartFinishSD118Change Locks on Monitoring Wells to Charah203-11-2103-12-21SD104Install Office Trailers503-11-2103-17-21SD102Layout Site Construction Facilities305-18-2105-20-21SD112Survey & Flag Boundaries LOD - General Site505-18-2105-24-21SD106Install Electrical Service/Web Access505-21-2105-27-21SD114Mobilization Grading Equipment205-25-2105-26-21SD108Develop Equipment Yard1005-25-2106-08-21SD116Install Silt Fence1005-25-2106-08-21PROJECT STARTUPPROJECT STARTUP0GIBBONS CREEK POWER STATION DEMOLITIONGIBBONS CREEK POWER STATION DEMOLITION30002-25-2104-28-22PSD102Utiility Disconnects - Power Station5002-25-2105-05-21PSD104Plant Wash Down - Power Station5003-18-2105-26-21PSD106Demolition of Power Station25504-29-2104-28-22CLEARING & DEMOLITIONCLEARING & DEMOLITION2006-16-2107-14-21CD104Clear & Remove Accessible Vegetation @ Sludge Pond1006-16-2106-29-21CD106Clear & Remove Accessible Vegetation @ Ash Ponds 'A/B/C'1006-23-2107-07-21CD108Clear & Regrade Spillway to Outfall 002506-30-2107-07-21CD110Remove Acid Tanks & Piping @ Ash Ponds507-08-2107-14-21OUTFALL 005OUTFALL 0059602-25-2107-12-21OF5102Survey & Layout - Outfall 005202-25-2102-26-21OF5104Install Silt Fence & LOD - Outfall 005503-01-2103-05-21OF5106Cut Trees & Clear Vegetation - Outfall 0051005-06-2105-19-21OF5108Strip Tree Roots & Topsoil - Outfall 0051005-20-2106-03-21OF5110Excavate 3 Acre Water Holding Basin - Outfall 0052005-27-2106-24-21OF5112Install Riser & Outfall Spillway - Outfall 0051006-25-2107-09-21OF5114Place RipRap - Outfall 005507-02-2107-09-21OF5116Permit Approved Open Outfall 005107-12-2107-12-21BORROW AREA DEVELOPMENTBORROW AREA DEVELOPMENT51507-22-2107-31-23AB102Survey & Layout Landfill 'A' Borrow507-22-2107-28-21AB104Install Silt Fence - Borrow 'A'507-29-2108-04-21AB106Clear & Grub - Borrow 'A'2008-05-2109-01-21AB108Excavate & Develop Stormwater Basin - Borrow 'A'508-09-2108-13-21AB110Strip Topsoil & Stockpile - Borrow 'A'2009-10-2110-07-21AB112Excavate & Haul Clay - Borrow 'A'15510-08-2105-17-22FB102Survey & Layout Landfill 'F' Borrow505-18-2205-24-22FB104Install Silt Fence - Borrow 'F'505-25-2206-01-22FB106Clear & Grub - Borrow 'F'2001-20-2302-16-23FB108Excavate & Develop Stormwater Basin - Borrow 'F'501-24-2301-30-23FB110Strip Topsoil & Stockpile - Borrow 'F'2002-24-2303-23-23FB112Excavate & Haul Clay - Borrow 'F'9003-24-2307-31-23SLUDGE POND CLOSURESLUDGE POND CLOSURE25803-11-2103-15-22SP1002Remove Free Water - Treat & Discharge4003-11-2105-05-21JJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASOND03-11-2103-12-2103-11-2103-17-2105-18-2105-20-2105-18-2105-24-2105-21-2105-27-2105-25-2105-26-2105-25-2106-08-2105-25-2106-08-2104-28-22, GIBBONS CREEK POWER STATION DEMOLITION02-25-2105-05-2103-18-2105-26-2104-29-2104-28-2207-14-21, CLEARING & DEMOLITION06-16-2106-29-2106-23-2107-07-2106-30-2107-07-2107-08-2107-14-2107-12-21, OUTFALL 00502-25-2102-26-2103-01-2103-05-2105-06-2105-19-2105-20-2106-03-2105-27-2106-24-2106-25-2107-09-2107-02-2107-09-2107-12-2107-12-2107-31-23, BORROW AREA DEVELOPMENT07-22-2107-28-2107-29-2108-04-2108-05-2109-01-2108-09-2108-13-2109-10-2110-07-2110-08-2105-17-2205-18-2205-24-2205-25-2206-01-2201-20-2302-16-2301-24-2301-30-2302-24-2303-23-2303-24-2307-31-2303-15-22, SLUDGE POND CLOSURE03-11-2105-05-21Data Date: 10-08-19Run Date: 02-08-21All Activities Schedule - GibbonsActual Level of EffortActual WorkRemaining WorkCritical Remaining WorkMilestonesummaryProject ScheduleGibbons Creek Steam Electric StationTMPA - Asset Liability Transfer ProjectPage 3 of 5 GC0J -Activity IDActivity NameOriginalDurationStartFinishSP1004Excavate & Haul Sludge to Landfill F12006-09-2111-26-21SP1006Clean Close remove Bottom 6" (6,500cyd's)1011-29-2112-10-21SP1008Regrade & Vegatation Stablization2012-13-2101-11-22SP1010Submit Sludge Pond Closure Certification to TCEQ4501-12-2203-15-22LANDFILL SITE 'A'LANDFILL SITE 'A'53109-02-2110-04-23A102Strip Existing 6" Topsoil Cover - Landfill Site A7009-02-2112-10-21A104Regrade Existing Clay Cover - Landfill Site A14012-13-2106-29-22A106Place 18" Clay Cap - Landfill Site A19001-26-2210-21-22A114Place Perimeter Berm @ Top - Landfill A4010-24-2212-20-22A118Construct 2 Access Roads to Top - Landfill A1012-21-2201-05-23A116Install Down Drains with RipRap Inlets - Landfill A (4)2012-21-2201-19-23A112Survey Top of Clay Cap - Landfill A1501-20-2302-09-23A108Place 6" Topsoil - Landfill Site A8002-10-2306-02-23A110Seed & Straw Landfill Site A - Landfill Site A4006-05-2307-31-23A120Pipe Down Drains to Existing Storm Basins4006-05-2307-31-23A130EOR Prepare and Approve Landfill A Closure Package108-01-2308-01-23A132Submit A Landfill Closure Certification to TCEQ4508-02-2310-04-23ASH PONDS A/B/C CLOSUREASH PONDS A/B/C CLOSURE40506-09-2101-12-23AP1014Install Temporary Pipe Line to Landfill 'F'2006-09-2107-07-21AP1012Isolate Plant Collection Pond Inlet (2)1006-23-2107-07-21AP1002Remove Free Water - Treat & Discharge13007-08-2101-11-22AP1004Bridging & Excavation of CCR Material Ash Pond C(180,000cyd's)10008-05-2112-24-21AP1016Bridging & Excavation of CCR Material Ash Pond B (90,000yds)8012-28-2104-19-22AP1018Bridging & Excavation of CCR Material Ash Pond A (90,000yds)8004-20-2208-11-22AP1006Remove Concrete Structures (2 - Center Berms)1008-12-2208-25-22AP1008Clean Close remove Bottom 6" (25,000cyd's)3008-12-2209-23-22AP1010Remove Divider Berms, Regrade, Vegetation & Stabilization3009-26-2211-04-22AP1022Submit Ash Ponds A/B/C Closure Certification to TCEQ4511-07-2201-12-23LANDFILL SITE 'F'LANDFILL SITE 'F'38005-04-2210-31-23AP2108Strip 2' of Cover Material & Haul to Stockpile10005-04-2209-23-22AP2110Regrade & Dress Landfill 'F' Ash6009-26-2212-20-22AP2112Install Liner (Top of CCR Material)2012-21-2201-19-23AP2114Place 24" of Clay4003-24-2305-18-23AP2120Place Perimeter Berm @ Top - Landfill F3005-19-2306-30-23AP2122Install Down Drains with RipRap Inlets - Landfill F (4)2007-03-2307-31-23AP2116Place 6" Top Soil2008-01-2308-28-23AP2124Pipe Down Drains to Existing Storm Basins2008-15-2309-12-23AP2126Submit Landfill 'F' Closure Certification to TCEQ4508-29-2310-31-23AP2118Seed & Straw Landfill Site F1009-06-2309-19-23JJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASOND06-09-2111-26-2111-29-2112-10-2112-13-2101-11-2201-12-2203-15-2210-04-23, LANDFILL SITE 'A'09-02-2112-10-2112-13-2106-29-2201-26-2210-21-2210-24-2212-20-2212-21-2201-05-2312-21-2201-19-2301-20-2302-09-2302-10-2306-02-2306-05-2307-31-2306-05-2307-31-2308-01-2308-01-2308-02-2310-04-2301-12-23, ASH PONDS A/B/C CLOSURE06-09-2107-07-2106-23-2107-07-2107-08-2101-11-2208-05-2112-24-2112-28-2104-19-2204-20-2208-11-2208-12-2208-25-2208-12-2209-23-2209-26-2211-04-2211-07-2201-12-2310-31-23, LANDFILL SITE 'F'05-04-2209-23-2209-26-2212-20-2212-21-2201-19-2303-24-2305-18-2305-19-2306-30-2307-03-2307-31-2308-01-2308-28-2308-15-2309-12-2308-29-2310-31-2309-06-2309-19-23Data Date: 10-08-19Run Date: 02-08-21All Activities Schedule - GibbonsActual Level of EffortActual WorkRemaining WorkCritical Remaining WorkMilestonesummaryProject ScheduleGibbons Creek Steam Electric StationTMPA - Asset Liability Transfer ProjectPage 4 of 5 GC0J -Activity IDActivity NameOriginalDurationStartFinishLEACHATE & CONTACT WATER PROCESSINGLEACHATE & CONTACT WATER PROCESSING7003-25-2107-01-21CWP508Grade & Stone Pad for Evaporator Processing Equipment503-25-2103-31-21CWP502Contact Water Processing Equipment Installation2005-20-2106-17-21CWP506Install Contact Water Piping to Evaporator Pad Location2006-04-2107-01-21CWP504Contact Water Evaporator Equipment Start-up1006-18-2107-01-21CWP099Contact Water Operational007-01-21PLANT COLLECTION POND REMEDIATIONPLANT COLLECTION POND REMEDIATION11804-29-2210-14-22PCP102Plant Collection Pond Remediation8804-29-2209-01-22PCP104Prepare & Complete the Completion Certification of PCP by EOR3009-02-2210-14-22SITE RESTORATIONSITE RESTORATION4409-20-2311-20-23SR112Remove Office Trailer & Employee Facilities1009-20-2310-03-23SR108Remove Silt Fence1510-04-2310-24-23SR114Demob Excavation Equipment & Pumps1011-07-2311-20-23POST CLOSUREPOST CLOSURE826001-12-2201-28-54PS102Sludge Pond Post Closure Monitoring & Approval (12 months)26001-12-2201-19-23PS104Ash Pond Post Closure Monitoring & Approval (12 months)26011-07-2211-14-23PS106Landfill Site 'A' Post Closure Monitoring(2 years)52006-05-2306-19-25PS108Landfill Site 'F' Post Closure Monitoring & Approval (30 Years)780011-01-2301-28-54JJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASOND07-01-21, LEACHATE & CONTACT WATER PROCESSING03-25-2103-31-2105-20-2106-17-2106-04-2107-01-2106-18-2107-01-21Contact Water Operational, 10-14-22, PLANT COLLECTION POND REMEDIATION04-29-2209-01-2209-02-2210-14-2211-20-23, SITE RESTORATION09-20-2310-03-2310-04-2310-24-2311-07-2311-20-2301-12-2201-19-2311-07-2211-14-2306-05-2306-19-2511-01-23Data Date: 10-08-19Run Date: 02-08-21All Activities Schedule - GibbonsActual Level of EffortActual WorkRemaining WorkCritical Remaining WorkMilestonesummaryProject ScheduleGibbons Creek Steam Electric StationTMPA - Asset Liability Transfer ProjectPage 5 of 5 GC0J Exhibit F REGULATORY CLOSURE BOND Bond #: EACX4007958 KNOW ALL MEN BY THESE PRESENTS: That we, GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, a Texas limited liability company, with an address at 435 S. Tyron Street, Suite 180, Charlotte, NC 28202 (“Principal”), and ENDURANCE ASSURANCE CORPORATION, a Delaware corporation, with an address of 12890 Lebanon Road, Mount Juliet, TN 37122 (“Surety”), are held and firmly bound unto TEXAS MUNICIPAL POWER AGENCY, a Texas municipal corporation and municipal power agency, with an address at 2751 Nash Street, Suite 130, Bryan, TX 77802 (“Obligee”), in the penal sum of lawful money of Thirty Six Million Five Hundred Thousand and no/100 dollars ($36,500,000) for the payment of which sum Principal and Surety bind themselves, their successors and assigns, jointly, severally, and in solido, firmly by these presents. WHEREAS, Principal and Obligee have entered into that certain Asset Purchase Agreement, dated as of February 10, 2020 (the “Agreement”), which Agreement is by reference made a part hereof and which requires Principal to deliver to, and maintain for the benefit of, Obligee the “Regulatory Closure Bond” (as defined in the Agreement); WHEREAS, unless otherwise defined in this Regulatory Closure Bond (this “Bond”), capitalized terms in this Bond shall have the respective meanings given to such terms in the Agreement; WHEREAS, pursuant to the Agreement, Principal has delivered to Obligee this Bond executed by Principal and Surety as the Regulatory Closure Bond; WHEREAS, Surety represents that it is duly authorized by the proper public authorities to transact the business of indemnity and suretyship in the state where it executed this Bond and in the State of Texas, and represents that it is qualified to be surety and guarantor on bonds and undertakings in the State of Texas, which certificate has not been revoked; and WHEREAS, Surety represents that it has duly executed a power of attorney, appointing the hereafter named representative as its duly authorized deputy, as the true and lawful attorney- in-fact of such Surety, upon whom may be served all lawful process in any action or proceeding arising or filed in the State of Texas against such Surety in any court or before any officer, arising out of or founded upon this Bond or any liability hereunder, and does hereby agree and consent that such service, when so made, shall be valid service upon it, and that such appointment shall continue in force and effect and be irrevocable so long as any liability against it remains outstanding hereunder. NOW THEREFORE, Principal and Surety agree as follows: 1. Surety hereby guarantees the full and faithful performance by Principal of all of Principal’s obligations under the Agreement with respect to Required Remediation Actions, Plant Shutdown and Decommissioning, and Preliminary Regulatory Closure of the Purchased Assets, Exhibit F 2 including all Environmental Compliance and Response Actions, and all payment obligations related to the foregoing items or resulting from Principal’s default in the performance of such items, including reimbursement of Obligee’s costs, if any, to cure Principal’s default or non- performance of any of the foregoing obligations (the “Bonded Obligations”). The above recitals are incorporated into this Bond as fully as if the agreements therein provided were written herein. 2. This Bond is subject to reduction or replacement in whole or in part in accordance with the terms and conditions set forth in Section 9.06(a) of the Agreement. 3. The maximum obligation of Surety under this Bond (the “Penal Amount”) shall be the $36,500,000 penal sum of this Bond stated above. Surety shall have no obligation to Obligee under this Bond for any amounts that Principal may owe to Obligee for any expenses, fees, penalties, or damages under the Agreement, other than the Bonded Obligations. Surety shall have no obligation to Obligee under this Bond to the extent Obligee may incur any attorneys’ fees or court costs or other expense of litigation in the event of a contest over Surety’s denial of the Bonded Obligations (or any part thereof); provided, however, that Surety shall be responsible (in the aggregate with Surety’s other liabilities under this Bond, up to, but not in excess of, the Penal Amount) for the reimbursement of all of Obligee’s reasonable attorneys’ fees, court costs, and other expenses of litigation to the extent that Obligee is the prevailing party in such contest.. 4. As set forth under that certain Escrow Agreement dated February 10, 2021, by and among Principal, Obligee, and the “Escrow Agent” named therein, as amended (the “Escrow Agreement”), if Surety commences or completes performance of the Bonded Obligations, Surety has the right to receive Monthly Distributions (as defined in the Escrow Agreement) and other distributions of Escrow Funds (as defined in the Escrow Agreement). If Surety receives Escrow Funds, Surety may only use such Escrow Funds to pay for or reimburse itself for performance of the Bonded Obligations. No costs or expenses incurred by Surety to commence or complete performance of the Bonded Obligations will have the effect of reducing the Penal Amount to the extent that such costs or expenses are paid for or reimbursed to Surety using Escrow Funds. 5. Whenever Principal fails to perform the Bonded Obligations pursuant to, and as required by, the terms of the Agreement, and Obligee has presented to Surety and Escrow Agent a written notice (“Notice”) that Principal is in default of its Bonded Obligations under the terms of the Agreement, and such condition has persisted for ten (10) days after written notice of such default has been given by certified mail or overnight delivery to Principal and Surety, Surety shall, within fifteen (15) days of such Notice: (1) cure the default, (2) with the consent of Obligee, assume performance of the remainder of the Bonded Obligations and perform such Bonded Obligations or subcontract same to a qualified entity acceptable to Obligee, or (3) pay as and when required pursuant to the terms of the Agreement and this Bond all amounts due from Principal to Obligee as a result of such default. For the avoidance of doubt, multiple Notices may be made under this Bond, however (i) any payment which Surety may be required to make at any time shall reduce the obligation of Surety hereunder to the extent of any such payment or payments and (ii) in no event shall the Surety’s maximum obligation under this Bond exceed the Penal Amount. 6. In the event Obligee commences or completes performance of the Bonded Obligations under the terms of the Agreement upon Principal’s default, Surety’s obligations shall remain the same as set forth in this Bond regarding payment to Obligee as set forth above. Exhibit F 3 7. This Bond shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws principles thereof. Any disputes or claims arising out of or in connection with the subject matter of this Bond shall be filed in any court of competent jurisdiction in Travis County, Texas, or the federal courts of the United States of America located in the Western District of Texas, Austin Division. Surety consents to be sued in any such state or federal court, hereby irrevocably submitting itself to the jurisdiction of said courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any dispute or claim arising out of or relating to the subject matter of this Bond brought in such courts or any defense of inconvenient forum for the maintenance of such dispute or claim. Each Party agrees that a judgment in any such dispute or claim may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to venue is being given solely for purposes of this Bond and the transactions contemplated hereunder, and is not intended to, and shall not, confer consent to venue with respect to any other dispute or claim in which a Party to this Bond may become involved. 8. No amendment of or supplement to the terms or provisions of the Agreement or of the exhibits attached thereto shall release Principal and Surety or any of them from their liability under this Bond, notice to Surety of any such amendment or supplement being hereby waived. Any suit under this Bond must be instituted before the expiration of two (2) years from the date on which the Principal ceased performing work on the Real Property. 9. Notwithstanding any failure of Principal to pay any premium or provide any security to Surety, this Bond shall become effective as of February 10, 2021, and shall remain in full force and effect thereafter until the earlier of: (i) the performance in full of the Bonded Obligations, or (ii) the payment to Obligee, in the aggregate, of the Penal Amount. 10. No forbearance of Obligee to Principal shall release Principal and Surety from their liability under this Bond except where Obligee expressly agrees to reduce the Penal Amount. No assignment or delegation of Principal’s obligations under the Agreement nor any sale, assignment or transfer of all or any part of the Real Property by Principal, its successors or assigns, and no assignment of the Agreement by operation of law or consent of Obligee or otherwise, shall in any degree relieve Principal or Surety of their obligations under this Bond, except as expressly provided below. No delay, neglect or failure of Obligee to proceed promptly to enforce the Agreement or to proceed promptly in case of default on the part of Principal or Surety shall in any degree relieve Principal and Surety or any of them of their obligations under this Bond, except as expressly provided above. 11. If, upon any sale, assignment or transfer of all or any part of the Real Property by Principal, its successors or assigns, Principal shall cause its transferee to post security, in the form of a bond or other security acceptable to Obligee, from a surety acceptable to Obligee, in the amount of and covering the same obligations as stated herein, then Obligee will accept such security in lieu of this Bond and issue an unconditional release of this Bond within sixty (60) days of Obligee’s acceptance of such other security. Exhibit F 4 12. No right or action shall accrue on this Bond to or for the use of any person, or corporation other than Principal, Obligee, and their respective heirs, executors, administrators or successors. For purposes of this Bond, upon any winding up or dissolution of Obligee, each of the Member Cities shall be deemed to be a successor of Obligee; provided, however, that the Member Cities must appoint a designated representative to act on behalf of all of the Member Cities in the exercise of any of Obligee’s rights under this Bond, including making, prosecuting, or settling any claim under this Bond. 13. If all Bonded Obligations have been performed and completed in accordance with the terms of the Agreement and in compliance with all applicable Environmental Laws or other applicable governmental regulations, and all costs and expenses related thereto have been paid in full, and no further action is required for the completion of all of the Bonded Obligations, then Obligee will issue an unconditional release of this Bond within a reasonable time period, but in no instance longer than thirty (30) days after receipt of evidence satisfactory to Obligee (e.g., a report from the Environmental Designee to such effect); otherwise this Bond shall remain in full force and effect. 14. This Bond may be executed in counterparts and delivered by facsimile or electronic (.pdf) format, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 15. This Bond may not be amended, waived or modified except by an instrument in writing signed by Obligee. [Signature Pages Follow] Exhibit F [SIGNATURE PAGE TO REGULATORY CLOSURE BOND] IN WITNESS WHEREOF, the parties hereto have executed this Bond as of the dates forth below, but effective for all purposes as of February 10, 2021. PRINCIPAL: WITNESSES: GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC By: Charah, LLC, its Manager Name: By: Name: Name: Title: Date: February ___, 2021 SURETY: ENDURANCE ASSURANCE CORPORATION Name: By: Name: Name: Title: Date: February ___, 2021 OBLIGEE: TEXAS MUNICIPAL POWER AGENCY Name: By: Date: February ___, 2021 Name: Exhibit G 1 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of _________, 20__, is entered into by and between Gibbons Creek Environmental Redevelopment Group, LLC, a Texas limited liability company (“Assignor”), and _________________________, a _________________ (“Assignee”). W I T N E S S E T H: WHEREAS, Assignor, as seller, and Assignee, as purchaser, have entered into that certain [Asset Purchase Agreement] dated as of ______________, 20__ (the “Purchase Agreement”) with respect to the sale of the real property described in Exhibit A attached hereto (the “Real Property”); WHEREAS, Texas Municipal Power Agency, a Texas municipal corporation (“TMPA”), as seller, and Assignor, as purchaser, are parties to that certain Asset Purchase Agreement dated as of ______________, 2021 (the “TMPA Agreement”), which provides, among other things, certain ongoing obligations to be performed by Assignor with respect to the Real Property; and WHEREAS, the sale of the Real Property to Assignee is not permitted under the terms of the TMPA Agreement without Assignee entering into this Agreement and assuming all of Assignor’s ongoing obligations under the TMPA Agreement with respect to the Real Property; WHEREAS, in accordance with the terms of the Purchase Agreement and Section 9.05(a) of the TMPA Agreement, Assignor and Assignee have agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Acceptance and Assumption. In accordance with the terms of the Purchase Agreement and Section 9.05(a) of the TMPA Agreement and in consideration of the transfer of the Real Property from Assignor to Assignee, Assignee hereby assumes, undertakes and agrees, subject to the express terms of the TMPA Agreement, to pay, satisfy, perform or discharge for the benefit of TMPA and the Member Cities (as defined in the TMPA Agreement) all of Assignor’s ongoing obligations under the TMPA Agreement with respect to the Real Property (the “Assumed Obligations”), including any obligations to obtain or maintain any pollution legal liability insurance policy or Performance Bonds (as defined in the TMPA Agreement) with respect to the Real Property. 2. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 3. Third Party Beneficiaries. Assignee hereby acknowledges and agrees that TMPA and each Member City (each, a “Third Party Beneficiary” and collectively, the “Third Party Beneficiaries”) is an intended and express third party beneficiary of both this Agreement and the Assumed Obligations. With respect to the Assumed Obligations, Assignee shall have the same obligations to each Third Party Beneficiary as if Assignee was “Purchaser” under the TMPA Exhibit G 2 Agreement. Each Third Party Beneficiary shall have the individual right (on its own behalf, in its own name, separate from any other Third Party Beneficiary, and exercisable in its sole discretion) as an express third-party beneficiary of this Agreement and the TMPA Agreement to directly (i) enforce the terms and conditions of this Agreement and the Assumed Obligations against Assignee and its successors and assigns, (ii) prevent any breach by Assignee of this Agreement or of the Assumed Obligations, (iii) exercise any other right, or seek any remedy, that may be available to Assignor pursuant to this Agreement to the same extent that such Third Party Beneficiary would if it were a direct party to this Agreement, or (iv) exercise any other right, or seek any remedy, that may be available to any Third Party Beneficiary pursuant to the TMPA Agreement with respect to the Assumed Obligations to the same extent that such Third Party Beneficiary would if Assignee were “Purchaser” under the TMPA Agreement. No waiver, inaction, incapacity, dissolution, winding down, termination, forfeiture, receivership, bankruptcy or other event or prohibition affecting any Third Party Beneficiary shall affect any other Third Party Beneficiary’s rights as an express third-party beneficiary of this Agreement or the TMPA Agreement. In addition, Assignor and Assignee may not agree to any changes, modifications or amendments to this Agreement without the prior written consent of each Third Party Beneficiary, which consent may be given, conditioned, delayed or withheld by any Third Party Beneficiary in its sole and absolute discretion. The Parties acknowledge and agree that each Third Party Beneficiary is expressly relying on the rights set forth in this Agreement in favor of such Third Party Beneficiary, that this Agreement and Assignee’s assumption of the Assumed Obligations herein are expressly required under the TMPA Agreement in connection with the sale of the Real Property by Assignor to Assignee, and that the Third Party Beneficiaries would not have permitted the sale of the Real Property to Assignee pursuant to the Purchase Agreement without obtaining the express third party beneficiary rights in favor of the Third Party Beneficiaries set forth in this Agreement. 4. No Release of Assignor. Nothing in this Agreement, no sale or transfer of all or any portion of the Real Property to Assignee, nor Assignee’s assumption of the Assumed Obligations will relieve or release Assignor from its obligations to the Third Party Beneficiaries under the TMPA Agreement or any other agreements or documents between or among Assignor and any one or more of the Third Party Beneficiaries, and Assignor will continue to be responsible to the Third Party Beneficiaries for all of its obligations under the TMPA Agreement and such other agreements or documents from and after any such sale, transfer, assignment or assumption. 5. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts (and delivered by facsimile or “pdf” email transmission), each of which when so executed and delivered shall be an original, and all of which together shall constitute one and the same instrument. 6. Governing Law. This Agreement, the rights and obligations of the parties under this Agreement, and any claim or controversy directly or indirectly based upon or arising out of this Agreement or the transactions contemplated by this Agreement (whether based upon contact, tort or any other theory), including all matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any conflict of laws provisions that would require the application of the Law of any other jurisdiction. Exhibit G 3 Executed this _____ day of _______________, 20__. ASSIGNOR: GIBBONS CREEK ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, a Texas limited liability company By: Name: Title: ASSIGNEE: , a By: Name: Title: 1 Schedule 1.01(a) Non-real property Purchased Assets to be conveyed to Charah/Melt Solutions 1. TMPA (Seller) shall retain all personal property associated with its Mine and Transmission Business units and the Administrative staff in the Bryan Office location. 2. Plant Controls Servers, Networking, and Software a. Servers: Servers associated with the plant controls and monitoring systems, and network including associated DCS and CEMS/COMS systems, PLC processors, A/C units, battery back-up & UPS, WAN/LAN, and trunks/cabling. b. PBX switchboard system located in Power Production Building and associated hardware including trunks, wiring, and handsets c. Plant radio system and associated hardware, base stations, handheld units, charges and spare batteries d. Cisco CPAM gate and physical access system & Cisco Video Surveillance System and associated hardware including wiring, hardware, badging equipment and cameras. 3. Vehicles and Rolling Stock associated with Plant operations and maintenance. Year Make Sorting Category Equipment Description License # VIN ID # or Serial # 2008 Daewoo/Doosan FORKLIFT Forklift, Daewoo, 3500 lb. N/A PI-00275 2009 Mitsubishi FORKLIFT Forklift, Mitsubishi, Diesel, 6,000 lbs N/A AF14E20196 2006 Carry-All CARRY-ALL Carryall 252 N/A 2G0708-730070 2003 Artic Cat ATV 4-Wheeler Arctic Cat 400 4x4 ATV (Red) N/A 4UF03ATV93T208829 1985 GMC FIRE TRUCK Fire truck - 1 ton 126-4099 1GDJK34W7FV602058 2006 Chevy TRUCK 1/2 ton truck, 125-2523 1GCEC14C97Z514555 2009 Chevy TRUCK Pick-UP ¾ Ton Chevy, 4x4, Crew Cab 131-8320 1GCHK43K69F139187 2012 Ford TRUCK F250 3/4 Ton SD 109-0441 1FT7X2A65CEA41613 2013 Chevy TRUCK 3/4 Ton HD, 6.0 L V-8, Ext. Cab., 2wd 112-9984 1GC2CVCG0DZ215501 2010 Kawasaki ATV #6 Kawasaki gas mule, 600 series 2 wheel drive (#6, GCR Park) N/A JK1AFEB1XAB519837 2009 SeaArk BOAT Boat (Center Console) & Trailer [7.5'x18'] N/A SOM32887L809 & 1ZEAADKFX9A005110 1996 Johnson BOAT-MOTOR Motor - 88HP on SeaArk boat N/A G04039031 2010 Scag MOWER Turf Tiger Mower No. 2 (Scag 72" deck) N/A E5500168 2016 Kubota MOWER Zero turn 60" deck with canopy - Mower #2 (11077) N/A 10569 2 2012 Ford TRUCK F250 3/4 Ton SD 109-0442 1FT7X2A63CEA41612 2016 Kubota MOWER Zero turn 60" deck with canopy - Mower #1 (10712) N/A 10372 2010 Kawasaki ATV #7 Kawasaki gas mule, 600 series 2 wheel drive (#7 Scrubber) N/A JK1AFEB17AB520220 2015 Chevy TRUCK Pick Up. 1/2 Ton V-8 4x4 Ext Cab 114-9548 1GCVKPEC4FZ313908 2015 Chevy TRUCK 1/2 Ton 4-Door 4x4 Crew Cab V-8 114-9549 3GCUKPEC4FG349271 2007 Ford TRUCK 1/2 Ton 4-Door 4x4 Ext. Cab Truck 134-4124 1FTRX14W77FA24200 2012 Ford TRUCK F250 3/4 Ton 4x4 Supercab (Fuel Truck) 109-0440 1FT7X2B69CEA34341 2008 Ford TRUCK Pickup, 3/4 Ton F250 Ext. Cab 109-0468 1FTNX20528EE30913 1978 Caterpillar GRADER Cat 14G motor grader N/A 96U3469 1996 Komatsu DOZER Komatsu D275A DOZER N/A 10190 2001 Caterpillar DOZER Cat D10R DOZER N/A 3KR01792 2007 Caterpillar DOZER Cat D10T DOZER N/A RJG01339 1982 Caterpillar DOZER Cat D8L DOZER (SFL, ash mgmt) N/A 53Y00891 2008 Bobcat BOBCAT Bobcat S130 N/A A3KY11327 2018 Bobcat BOBCAT Bobcat S450 2018 S450 031 T4 2004 SeaArk Boat Boat (Flat Bottom) & Trailer [7.5'x17'9"] 910-743 SOM27669K4000 Yamaha BOAT-MOTOR Motor - 40HP on SeaArk boat (in equipment shed) N/A G04039031 2004 Prod Coop SPRAY PUMP Spray Pump Equipment on Mule #7 N/A N/A 2007 PSR International COMPRESSOR Diesel Heavy Duty Air Compressor - Black Start 921-716 '200609090069/PE4024T084478 2007 Taylor GENERATOR Portable Generator - Black Start 900-1077 1T9TG12247R781005 2009 Godwin PUMP 4" Godwin Pump, Landfill, Leachate N/A 4045TF280 2016 Godwin PUMP 4" Godwin Pump, Trailer Mounted N/A 16MMB1011GD073627 1993 Jetstream HYDRO LAZER Hydro lazer #2 654-987 93449 1983 John Deere TRACTOR John Deere 2950 tractor N/A L02950T493781 1994 Rhino MOWER Rhino 16 ft mower, pulled by Deere N/A SW1166 2010 Texas Bragg TRAILER Texas Bragg 6' x 12' Trailer for Mower (Red) 900-4214 17XFP1215A1000796 2007 Chevy TRUCK 2500HD 3/4 Ton 4x4 Ext. Cab Truck 125-2522 1GCHK29U67E133745 2002 Dodge TRUCK 1 ton truck/Fleet Maintenance w/ lift gate (4WD?) 821-806 3B6MC36652M243300 2006 Chevy TRUCK Pick Up. 3/4 Ton , 2wd 125-2521 1GCHC29U96E213861 2004 Chevy TRUCK Pick Up. 3/4 Ton 04 Chevy 4x4 125-2520 1GCHK24U64E330031 1993 Taylor Dunn ELECTRIC TRUCK Electric Truck N/A M#B-2-10 S#106048 1983 Grove CRANE Grove 40 ton hydraulic crane N/A 66680 2007 Grove CRANE Grove 22 ton hydraulic crane N/A SN: 320874 2010 Broderson CRANE Broderson RT-300-C 15 ton hydraulic crane N/A 36107300 2007 Daewoo FORKLIFT D100 Daewoo Forklift - 21,500lb N/A F100126 2005 Mitsubishi FORKLIFT Forklift 6,000 lbs )Diesel) N/A AF14E-00129 2006 Mitsubishi FORKLIFT Forklift 6,000 lbs. #2 N/A AF14E00247 2008 Sky Jack SCISSOR LIFT Model SJIII3226, 24 - 26' Lift, Electric N/A 27002680 3 1997 Caterpillar BACKHOE 416C - BACKHOE N/A 4ZN01695 2007 Miller WELDER Miller Welder #1 Trailblazer 302 Diesel (Received) in service N/A 5DLBUZ8107H002695 2007 Miller WELDER Miller Welder #2 Trailblazer 302 Diesel (Received) in service N/A 5DLBUZ8127H002696 1983 Lincoln WELDER Lincoln welding machine # 2 (model#SAE400) N/A A999006 1999 LeRoi AIR COMPRESSOR Compressor, Air. LeRoi N/A 3515X133 2002 Genie LIFT Boom Lift 65-70' Telescopic 4WD 310-6526 S607974 2013 Chevy TRUCK 3/4 Ton HD, 6.0L V-8, Ext. Cab., 2wd 112-9983 1GC2CVCG3DZ216514 2012 Ford TRUCK F250 3/4 Ton, 6.2L V-8, Ext. Cab 109-0461 1FT7X2A6XCEB84184 2006 Ford TRUCK F150 Pick Up 126-4097 1FTRX12W56NA12280 4. Corporate Network has been moved from site so buyer will take possession of TMPA’s Administration Building along with associated empty computer room (NOC/Server room) and associated infrastructure including: a. A/C unit b. UPS with battery cabinet c. Emergency Diesel Generator 5. Personal computers associated with Power Production staff including laptops, desktops and printers 6. Shop tools and equipment a. All tools (Specialty & Standard), toolboxes and shop equipment associated with Plant activities, including plant operation, maintenance and engineering, facilities & janitorial, plant locks, key machines and access badges. 7. Warehouse inventory, on-site capital spares and stock or consumable items remaining in Power Production facilities including associated storage shelving and racks. 8. Office furniture and fixtures remaining in Power Production areas, including desks, chairs, bookcases, file cabinets and office supplies. SCHEDULE 1.01(b) EXCLUDED ASSETS All assets not conveyed by Exhibits “A” and “C” are excluded including specifically the following: A. All transmission lines, transmission substations, and other transmission facilities, whether owned by TMPA, the City of Bryan, the City of Garland, Cross Texas, CenterPoint Energy Houston Electric, or others. Some easements for the water line, gas line, and flooding include the right to construct, operate, and maintain transmission facilities. The transmission component of those easements will be reserved by TMPA. B. Defined transmission line easements will be reserved to maintain and operate the reserved transmission lines. C. The Gibbons Creek Substation will be reserved in fee. D. Blanket easements will be reserved to provide access to (i) all transmission lines, transmission substations, other transmission facilities (ii) the Gibbons Creek Lignite Mine and (iii) any areas subject to mine reclamation bonding. E. The microwave tower at the Plant owned by CenterPoint Energy Houston Electric, LLC. F. All personal property (including all computers and software) not listed in Exhibit A Bill of Sale will be reserved. G. All documents will be reserved, whether in hard copy or electronic form, including those subject to the Local Government Records Act. Purchaser shall have the right at its expense to make copies of documents needed for the maintenance, operation, decommissioning, and environmental remediation of the Gibbons Creek Steam Electric Station and Reservoir. H. All oil, gas, and other minerals will be reserved. I. There will be an exception for all matters of record in the office of the County Clerk of Grimes County, Texas. J. There will be an exception for historical sites, objects, artifacts, and other items described in Section 191.092, Natural Resources Code. TMPA will reserve the archeological exhibit, consisting of mine artifacts, in the Administration Building. K. The Lignite Mine, including the southern rail spur right of way, are not to be included in the conveyance to Purchaser. Vehicles, tools, and equipment used by personnel working in the Lignite Mine are not included in the sale to Purchaser. L. Cash, cash equivalents, investments, bank deposits, and accounts and notes receivable, and environmental or emissions credits will be reserved. M. All leachate treatment systems for the Site A Landfill, including all supporting equipment, machinery, or utilities exclusively servicing such leachate treatment systems. SCHEDULE 1.01(c) PERMITTED ENCUMBRANCES 1. All restrictions, assessments, easements, covenants, conditions, and prior conveyances, conveyances and reservations of minerals and royalties, and other matters of record in the office of the County Clerk of Grimes County, Texas, to the extent they are still in effect and relate to Real Property. 2. Any discrepancies, conflicts, overlaps, or shortages in area or boundary lines which a correct survey would show. 3. All easements, roadways, or encroachments on the ground which are visible or apparent or which a correct survey would show. 4. To the extent the State of Texas may have rights respecting such items under Section 191.093, Texas Natural Resources Code, sites, objects, buildings, artifacts, implements and locations of historical, archeological, scientific, or educational interest within the meaning of Section 191.092, Texas Natural Resources Code, to the extent, if any, such items may be located in, on, or under Real Property. 5. The reservations and exceptions, as more particularly described on Exhibits C-1 and C-2. 6. That certain License Agreement Relating to Microwave Tower dated December 11, 2006, between the Texas Municipal Power Agency and CenterPoint Energy, Inc., as amended by that certain Amendment to License Agreement Relating to Microwave Tower dated April 22, 2014, between CenterPoint Energy Houston Electric, LLC, successor in interest to Reliant Energy HL&P, a wholly owned subsidiary of CenterPoint Energy, Inc. SCHEDULE 1.01(d) SELLER REPRESENTATIVES WITH KNOWLEDGE Bob Kahn, General Manager Craig York, Plant Manager Jan Horbaczewski, Mine and Land Manager Lyndi Birkhead, Director of Finance and Support Services SCHEDULE 1.01(e) REAL PROPERTY 1. Fee Parcels. The parcels described in Exhibit 1 attached to this Schedule, save and except for the Gibbons Creek Substation and Switch Yard described on Exhibit 2 attached to the Schedule. Seller owned transmission lines and transmission easements will be reserved to Seller, and no Excluded Assets are being conveyed. 2. Water Pipeline and Pumping Station. Water pipeline easements, more particularly described in Exhibit 3 attached to this Schedule, which is attached hereto and incorporated herein by reference for all purposes, including the pumping station on the Navasota River, all of the improvements, structures, and fixtures located on the Property and owned by Seller (other than transmission lines, towers, and related equipment, structures and facilities located on the Real Property), and the 3.62-acre tract of land described in the Warranty Deed recorded in Volume 442, Page 226 of the Real Property Records of Grimes County, Texas. 3. Northern Railroad Spur. The Easement, dated, July 19, 1978, between the County of Grimes, as Grantor, and the Texas Municipal Power Agency, as Grantee, recorded in Volume 363, Page 507, of the Real Property Records of Grimes County, Texas, as amended by Amendment To Easement, dated January 24, 2018, and recorded in Volume 1676, Page 17 or the Real Property Records of Grimes County, Texas. 4. Gas Pipeline and Metering Stations. The gas pipeline, metering station, and easements relating to the Seller’s pipeline supplying gas to the Gibbons Creek Steam Electric Station more particularly described in Exhibit 4 attached to this Schedule, which is attached hereto and incorporated herein by reference for all purposes. An inactive metering station, described in Exhibit 4, is also conveyed herein. 5. Flood Easements. The flood easements, more particularly described in Exhibit 5 attached to this Schedule, which is attached hereto and incorporated herein by reference for all purposes. 6. Former Diamond Shamrock Pipeline. The rights of Seller under the Bill of Sale and Assignment, dated June 12, 1992, recorded in Volume 716, Page 835, Real Property Records of Grimes County, Texas, under which Diamond Shamrock and Marketing Company, as Assignor, sold, assigned and conveyed to Seller, as Assignee, the pipeline and easements described therein. The conveyance of this Pipeline and assignment of the Bill of Sale and Assignment shall be without warranty of title. 7. Hog Creek Substation. The Hog Creek Substation including the 25 kV distribution system providing station services around the plant, extending from the Hog Creek Substation to Site “A” landfill Pond #1 then on to the pumping station on the Navasota River, including any fee and easement rights pertaining thereto, but excluding the 138kV motor operated switch off the 138 kV Bryan-East Line (138 kV Motor Operated Load Break Switch 1200 A 138 kV GCHC -8019 at Hog Creek) located at the Hog Creek Substation. EXHIBIT 1 TO SCHEDULE 1.01(e) See attached legal descriptions. LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 63 Field Notes for 3834.1 Acres October 29, 2020 Field Notes for GCERG 3834.1 Acres – Tract 1 John F. Martin Survey A-312 Philip Goodbread Survey A-223 William Walker Survey A-470 Geo. Siddall Survey A-506 HT and B R.R. Survey A-275 Walker H. Tandy Survey A-471 Wm. Fitzgibbons Survey A-15 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the John F. Martin Survey A-312, part of the Philip Goodbread Survey A-223, part of the William Walker Survey A-470, part of the Geo Siddall Survey A-506, part of the HT and B R.R. Survey A-275, part of the Walker H. Tandy Survey A- 471 and part of the Wm. Fitzgibbons Survey A-15, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE A (part) Kennard E. Trant et ux Texas Municipal Power Agency 378 717 5/30/1979 Remainder of 90.016 B (part) Kennard E. Trant et ux Texas Municipal Power Agency 378 733 5/30/1979 Remainder of 173.078 D (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 425.126 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 63 Field Notes for 3834.1 Acres E (all) Ray T. Trant et al Texas Municipal Power Agency 403 245 4/21/1980 4.401 F (part) Ray T. Trant et al Texas Municipal Power Agency 403 245 4/21/1980 100.398 G (all) Ray T. Trant et al Texas Municipal Power Agency 403 245 4/21/1980 41.919 H (part) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 98.089 I (part) J. M. Hicks et al Texas Municipal Power Agency 393 404 1/31/1979 30.71 J (all) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 8.41 K (part) Ray T. Trant et al Texas Municipal Power Agency 403 245 4/21/1980 1.775 M (part) Judgement awarded to Texas Municipal Power Agency 415 899 11/19/1979 102.547 N (part) Walter L. Penberthy et al Texas Municipal Power Agency 371 595 1/5/1979 482.86 O (part) Judgement awarded to Texas Municipal 393 404 1/31/1979 5.455 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 63 Field Notes for 3834.1 Acres Power Agency P (part) Risher Randall et al Texas Municipal Power Agency 432 343 9/3/1981 300.1 S (part) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 52.499 T (part) Walter L. Penberthy et al Texas Municipal Power Agency 371 595 1/5/1979 98.945 U (part) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 63.883 V (all) Jake Cole Howard et ux Texas Municipal Power Agency 396 621 4/1/1980 624.138 W (all) Russell S. Butaud Jr. et al Texas Municipal Power Agency 474 30 3/18/1983 136.359 Y (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 669.944 AA (part) Frank Kolbasinski Jr. et al Texas Municipal Power Agency 353 202 7/23/1977 19.988 AB (part) Frank Kolbasinski Jr. et al Texas Municipal Power Agency 353 202 7/24/1977 77.884 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 63 Field Notes for 3834.1 Acres AC (part) Howard K. Smith Texas Municipal Power Agency 354 900 9/14/1977 97.362 AC (part) Ernest V. Siracusa Texas Municipal Power Agency 354 900 9/14/1977 97.362 AD (part) Kathleen Mckee Doremus Texas Municipal Power Agency 353 72 7/29/1977 146.772 AE (all) Herbert Molitor et al Texas Municipal Power Agency 428 284 9/11/1979 97.612 AF (all) Tony R. Berger et al Texas Municipal Power Agency 399 735 6/15/1979 28.304 AG (all) Francis Dominik et al Texas Municipal Power Agency 1616 565 6/10/1987 33.399 AH (all) Frances Gorney Kuehler et al Texas Municipal Power Agency 634 21 3/14/1989 9.916 AI (all) Frances Gorney Kuehler et al Texas Municipal Power Agency 634 21 3/14/1989 9.931 AJ (all) Frances Gorney Kuehler et al Texas Municipal Power Agency 634 21 3/14/1989 9.926 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 5 of 63 Field Notes for 3834.1 Acres AK (all) Frances Gorney Kuehle et al Texas Municipal Power Agency 634 21 3/14/1989 19.845 AL (all) William Berger et al Texas Municipal Power Agency 396 495 2/13/1980 138.022 AM (all) Edith Siddall Menefee et al Texas Municipal Power Agency 385 900 10/3/1979 11.525 AN (all) Edith Siddall Menefee et al Texas Municipal Power Agency 385 900 10/3/1979 41.361 AO (all) Charles N. Coleman et al Texas Municipal Power Agency 367 310 6/23/1978 221.808 AP (all) James Ray Trant et al Texas Municipal Power Agency 403 280 4/21/1980 Remainder of 628.5 AQ (all) Jake Cole Howard et ux Texas Municipal Power Agency 396 621 4/1/1980 0.853 AR (all) Jake Cole Howard et ux Texas Municipal Power Agency 396 621 4/1/1980 3.55 AS (all) Evelyn P. Leiber et al Texas Municipal Power Agency 685 587 11/19/1991 30.737 AT (all) Thomas E. Perry Jr. et al Texas Municipal 523 702 12/3/1982 33.024 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 6 of 63 Field Notes for 3834.1 Acres Power Agency AU (all) Cecile P. Murphy et al Texas Municipal Power Agency 12 293 3/24/1982 1.053 AV (all) Cecile P. Murphy et al Texas Municipal Power Agency 12 293 3/24/1982 0.541 AW (all) Cecile P. Murphy et al Texas Municipal Power Agency 12 293 3/24/1982 10.838 AX (all) Hershel B. Perry Texas Municipal Power Agency 406 915 10/2/1980 2.656 AY (all) Hershel B. Perry Texas Municipal Power Agency 406 915 10/3/1980 1.748 BA (all) Frank Kolbasinski Jr. et al Texas Municipal Power Agency 353 302 7/23/1977 5.589 BC (part) Judgement awarded to Texas Municipal Power Agency 415 899 11/19/1979 13.035 BD (part) County of Grimes Texas Municipal Power Agency 363 509 7/19/1978 36.101 BF (part) Southern Pacific Transportation Company Texas Municipal Power Agency 413 707 1/13/1981 5.14 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 7 of 63 Field Notes for 3834.1 Acres BH Frank Kolbasinski Jr. et al Texas Municipal Power Agency 353 302 7/23/1977 Remainder of 96.188 METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod found for corner at the most Southerly Southwest corner of the above mentioned 6166.56 acre tract, in the West line of the above mentioned 5.14 acre tract (Tract BF), in the East line of the Texas Municipal Power Agency (TMPA) called 196.401 acre tract (Volume 378 – Page 728) and said beginning point has a Texas Central NAD 83 coordinate value of (N: 10,210,505.11) (E: 3,634,301.91); Thence North 02 degrees 16 minutes 11 seconds East, along the West line of said 5.14 acres, the East line of said 196.401 acres and along a West line of said 6166.56 acres, for a distance of 881.33 feet, to a 1/2 inch iron rod found for corner at a chain link fence corner post; Thence North 86 degrees 51 minutes 22 seconds East, across said 5.14 acres, across the above mentioned 36.101 acre tract (Tract BD), across TMPA Tract 204 (deed record information unknown), across the above mentioned 19.988 acre tract (Tract AA) and across the above mentioned 77.884 acre tract (Tract AB), for a distance of 1618.54 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 01 degrees 35 minutes 11 seconds East, continuing across said 77.884 acres and across the above mentioned 97.362 acre tract (Tract AC), for a distance of 384.21 feet, to a 1/2 inch iron rod with cap set for corner on the 250 foot contour line around Gibbon’s Creek Reservoir; Thence along said 250 foot contour line and across said 97.362 acres, across the above mentioned 146.772 acre tract (Tract AD) and across the above mentioned 669.944 acre tract (Tract Y) as follows: North 26 degrees 51 minutes 46 seconds West, a distance of 104.57 feet, to a 1/2 inch iron rod with cap set for corner; North 04 degrees 58 minutes 05 seconds West, a distance of 169.39 feet, to a 1/2 inch iron rod with cap set for corner; North 03 degrees 12 minutes 17 seconds East, a distance of 135.87 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 8 of 63 Field Notes for 3834.1 Acres North 07 degrees 28 minutes 03 seconds East, a distance of 82.21 feet, to a 1/2 inch iron rod with cap set for corner; North 47 degrees 20 minutes 48 seconds East, a distance of 112.66 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 22 minutes 39 seconds East, a distance of 94.37 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 37 minutes 29 seconds East, a distance of 156.15 feet, to a 1/2 inch iron rod with cap set for corner; North 75 degrees 52 minutes 11 seconds East, a distance of 109.38 feet, to a 1/2 inch iron rod with cap set for corner; North 10 degrees 38 minutes 06 seconds East, a distance of 140.80 feet, to a 1/2 inch iron rod with cap set for corner; North 07 degrees 09 minutes 52 seconds West, a distance of 47.74 feet, to a 1/2 inch iron rod with cap set for corner; North 76 degrees 41 minutes 39 seconds West, a distance of 145.59 feet, to a point for corner; North 13 degrees 30 minutes 25 seconds West, a distance of 64.73 feet, to a point for corner; North 49 degrees 23 minutes 54 seconds East, a distance of 121.63 feet, to a 1/2 inch iron rod with cap set for corner; North 08 degrees 50 minutes 33 seconds East, a distance of 436.52 feet, to a 1/2 inch iron rod with cap set for corner; North 29 degrees 43 minutes 56 seconds West, a distance of 185.25 feet, to a 1/2 inch iron rod with cap set for corner; North 42 degrees 55 minutes 24 seconds West, a distance of 155.53 feet, to a 1/2 inch iron rod with cap set for corner; North 54 degrees 00 minutes 08 seconds West, a distance of 98.22 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 9 of 63 Field Notes for 3834.1 Acres North 57 degrees 38 minutes 32 seconds West, a distance of 121.60 feet, to a 1/2 inch iron rod with cap set for corner; North 72 degrees 39 minutes 46 seconds West, a distance of 114.84 feet, to a 1/2 inch iron rod with cap set for corner; North 81 degrees 48 minutes 44 seconds West, a distance of 54.96 feet, to a 1/2 inch iron rod with cap set for corner; North 69 degrees 47 minutes 12 seconds West, a distance of 78.53 feet, to a 1/2 inch iron rod with cap set for corner; North 47 degrees 13 minutes 14 seconds West, a distance of 42.86 feet, to a 1/2 inch iron rod with cap set for corner; North 09 degrees 24 minutes 20 seconds West, a distance of 75.31 feet, to a 1/2 inch iron rod with cap set for corner; North 24 degrees 09 minutes 54 seconds West, a distance of 72.93 feet, to a 1/2 inch iron rod with cap set for corner; South 79 degrees 58 minutes 04 seconds West, a distance of 85.91 feet, to a 1/2 inch iron rod with cap set for corner; North 64 degrees 17 minutes 26 seconds West, a distance of 111.70 feet, to a 1/2 inch iron rod with cap set for corner; North 40 degrees 53 minutes 10 seconds East, a distance of 56.65 feet, to a 1/2 inch iron rod with cap set for corner; North 60 degrees 51 minutes 42 seconds West, a distance of 213.36 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 16 degrees 46 minutes 08 seconds East, leaving said 250 foot contour and crossing said reservoir, for a distance of 453.76 feet, to a 1/2 inch iron rod with cap set for corner on said 250 foot contour line; Thence along said 250 foot contour, continuing across said 669.944 acres and across the above mentioned 482.86 acre tract (Tract N), as follows: South 78 degrees 49 minutes 56 seconds East, a distance of 363.60 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 10 of 63 Field Notes for 3834.1 Acres South 74 degrees 21 minutes 45 seconds East, a distance of 840.17 feet, to a 1/2 inch iron rod with cap set for corner; North 53 degrees 33 minutes 53 seconds East, a distance of 38.21 feet, to a 1/2 inch iron rod with cap set for corner; North 07 degrees 49 minutes 05 seconds West, a distance of 117.83 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 08 minutes 47 seconds West, a distance of 193.60 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 30 minutes 53 seconds West, a distance of 285.63 feet, to a 1/2 inch iron rod with cap set for corner; North 54 degrees 07 minutes 55 seconds West, a distance of 128.24 feet, to a 1/2 inch iron rod with cap set for corner; North 33 degrees 00 minutes 43 seconds West, a distance of 102.30 feet, to a 1/2 inch iron rod with cap set for corner; North 41 degrees 04 minutes 17 seconds West, a distance of 308.71 feet, to a 1/2 inch iron rod with cap set for corner; North 15 degrees 15 minutes 04 seconds West, a distance of 167.60 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 07 minutes 06 seconds West, a distance of 484.74 feet, to a 1/2 inch iron rod with cap set for corner; North 28 degrees 52 minutes 32 seconds West, a distance of 206.68 feet, to a 1/2 inch iron rod with cap set for corner; North 64 degrees 11 minutes 16 seconds West, a distance of 134.07 feet, to a 1/2 inch iron rod with cap set for corner; North 73 degrees 01 minutes 44 seconds West, a distance of 131.69 feet, to a 1/2 inch iron rod with cap set for corner; South 88 degrees 20 minutes 15 seconds West, a distance of 180.58 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 11 of 63 Field Notes for 3834.1 Acres North 75 degrees 05 minutes 11 seconds West, a distance of 121.14 feet, to a 1/2 inch iron rod with cap set for corner; North 33 degrees 06 minutes 35 seconds West, a distance of 38.22 feet, to a 1/2 inch iron rod with cap set for corner; South 59 degrees 41 minutes 53 seconds West, a distance of 30.65 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 49 minutes 12 seconds West, a distance of 67.87 feet, to a 1/2 inch iron rod with cap set for corner; South 55 degrees 07 minutes 27 seconds West, a distance of 44.54 feet, to a 1/2 inch iron rod with cap set for corner; North 68 degrees 26 minutes 38 seconds West, a distance of 30.14 feet, to a 1/2 inch iron rod with cap set for corner; North 12 degrees 38 minutes 19 seconds East, a distance of 64.74 feet, to a 1/2 inch iron rod with cap set for corner; North 47 degrees 56 minutes 01 seconds West, a distance of 82.56 feet, to a 1/2 inch iron rod with cap set for corner; South 58 degrees 25 minutes 21 seconds West, a distance of 89.49 feet, to a 1/2 inch iron rod with cap set for corner; South 00 degrees 06 minutes 50 seconds West, a distance of 20.45 feet, to a 1/2 inch iron rod with cap set for corner; South 61 degrees 07 minutes 49 seconds West, a distance of 36.69 feet, to a 1/2 inch iron rod with cap set for corner; North 24 degrees 59 minutes 55 seconds East, a distance of 37.77 feet, to a 1/2 inch iron rod with cap set for corner; North 31 degrees 42 minutes 16 seconds East, a distance of 104.81 feet, to a 1/2 inch iron rod with cap set for corner; North 65 degrees 23 minutes 40 seconds East, a distance of 40.15 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 12 of 63 Field Notes for 3834.1 Acres North 11 degrees 58 minutes 19 seconds West, a distance of 84.70 feet, to a 1/2 inch iron rod with cap set for corner; North 51 degrees 19 minutes 05 seconds East, a distance of 107.25 feet, to a 1/2 inch iron rod with cap set for corner; North 02 degrees 56 minutes 29 seconds West, a distance of 53.15 feet, to a 1/2 inch iron rod with cap set for corner; North 76 degrees 06 minutes 55 seconds East, a distance of 189.83 feet, to a 1/2 inch iron rod with cap set for corner; North 03 degrees 44 minutes 10 seconds West, a distance of 80.70 feet, to a 1/2 inch iron rod with cap set for corner; North 44 degrees 04 minutes 23 seconds East, a distance of 305.71 feet, to a 1/2 inch iron rod with cap set for corner; North 04 degrees 34 minutes 27 seconds West, a distance of 183.93 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 00 minutes 10 seconds West, a distance of 95.62 feet, to a 1/2 inch iron rod with cap set for corner; and South 79 degrees 35 minutes 50 seconds West, a distance of 508.22 feet, to a 1/2 inch iron rod with cap set for corner on the East side of the causeway crossing said reservoir; Thence South 74 degrees 48 minutes 11 seconds West, leaving said 250 foot contour line, crossing said causeway and continuing across said 482.86 acres, across said 36.101 acres and across the above mentioned 425.126 acre tract (Tract D), a distance of 176.08 feet, to a 1/2 inch iron rod with cap set for corner on the west side of said causeway, on said 250 foot contour line; Thence along said 250 foot contour line, continuing across said 425.126 acres, across the above mentioned 98.089 acre tract (Tract H), across the above mentioned 100.398 acre tract (Tract F) and across the above mentioned 173.078 acre tract (Tract B) as follows: South 06 degrees 06 minutes 55 seconds West, a distance of 237.21 feet, to a 1/2 inch iron rod with cap set for corner; North 63 degrees 55 minutes 14 seconds West, a distance of 100.17 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 13 of 63 Field Notes for 3834.1 Acres South 64 degrees 00 minutes 06 seconds West, a distance of 110.74 feet, to a 1/2 inch iron rod with cap set for corner; and South 71 degrees 11 minutes 43 seconds West, a distance of 45.53 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 46 degrees 44 minutes 51 seconds West, continuing across said tracts and across said reservoir, leaving said 250 foot contour line, for a distance of 203.63 feet, to a 1/2 inch iron rod with cap set for corner on said 250 foot contour; Thence across said 6166.56 acres, across said 425.126 acres, across the above mentioned 98.089 acre tract (Tract H), across the above mentioned 100.398 acre tract (Tract F) and across the above mentioned 173.078 acre tract (Tract B) and along said 250 foot contour line as follows: North 16 degrees 25 minutes 56 seconds East, a distance of 12.38 feet, to a 1/2 inch iron rod with cap set for corner; North 49 degrees 38 minutes 55 seconds East, a distance of 23.53 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 07 minutes 01 seconds West, a distance of 27.66 feet, to a 1/2 inch iron rod with cap set for corner; North 53 degrees 33 minutes 37 seconds East, a distance of 40.79 feet, to a 1/2 inch iron rod with cap set for corner; North 37 degrees 26 minutes 52 seconds East, a distance of 20.49 feet, to a 1/2 inch iron rod with cap set for corner; North 50 degrees 01 minutes 08 seconds East, a distance of 48.38 feet, to a 1/2 inch iron rod with cap set for corner; North 15 degrees 31 minutes 37 seconds East, a distance of 37.35 feet, to a 1/2 inch iron rod with cap set for corner; North 34 degrees 58 minutes 57 seconds East, a distance of 38.28 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 00 minutes 05 seconds East, a distance of 36.26 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 14 of 63 Field Notes for 3834.1 Acres North 07 degrees 47 minutes 47 seconds East, a distance of 131.84 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 36 minutes 44 seconds West, a distance of 93.64 feet, to a 1/2 inch iron rod with cap set for corner; North 15 degrees 32 minutes 52 seconds West, a distance of 78.39 feet, to a 1/2 inch iron rod with cap set for corner; North 30 degrees 50 minutes 06 seconds West, a distance of 37.72 feet, to a 1/2 inch iron rod with cap set for corner; South 79 degrees 14 minutes 55 seconds West, a distance of 32.54 feet, to a 1/2 inch iron rod with cap set for corner; North 40 degrees 40 minutes 59 seconds West, a distance of 13.22 feet, to a 1/2 inch iron rod with cap set for corner; North 70 degrees 57 minutes 52 seconds East, a distance of 25.82 feet, to a 1/2 inch iron rod with cap set for corner; North 51 degrees 56 minutes 07 seconds East, a distance of 14.74 feet, to a 1/2 inch iron rod with cap set for corner; North 58 degrees 47 minutes 09 seconds West, a distance of 18.17 feet, to a 1/2 inch iron rod with cap set for corner; North 00 degrees 29 minutes 02 seconds West, a distance of 8.59 feet, to a 1/2 inch iron rod with cap set for corner; North 53 degrees 47 minutes 33 seconds East, a distance of 28.62 feet, to a 1/2 inch iron rod with cap set for corner; North 20 degrees 03 minutes 15 seconds West, a distance of 18.95 feet, to a 1/2 inch iron rod with cap set for corner; South 62 degrees 21 minutes 37 seconds West, a distance of 21.17 feet, to a 1/2 inch iron rod with cap set for corner; North 31 degrees 39 minutes 04 seconds East, a distance of 21.47 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 15 of 63 Field Notes for 3834.1 Acres North 23 degrees 06 minutes 36 seconds West, a distance of 80.07 feet, to a 1/2 inch iron rod with cap set for corner; North 08 degrees 17 minutes 22 seconds West, a distance of 91.15 feet, to a 1/2 inch iron rod with cap set for corner; North 23 degrees 35 minutes 11 seconds West, a distance of 90.82 feet, to a 1/2 inch iron rod with cap set for corner; North 54 degrees 32 minutes 39 seconds West, a distance of 34.04 feet, to a 1/2 inch iron rod with cap set for corner; North 09 degrees 32 minutes 03 seconds West, a distance of 19.27 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 24 minutes 35 seconds West, a distance of 48.36 feet, to a 1/2 inch iron rod with cap set for corner; North 52 degrees 26 minutes 35 seconds West, a distance of 136.16 feet, to a 1/2 inch iron rod with cap set for corner; North 84 degrees 52 minutes 56 seconds West, a distance of 51.39 feet, to a 1/2 inch iron rod with cap set for corner; South 23 degrees 41 minutes 01 seconds West, a distance of 35.83 feet, to a 1/2 inch iron rod with cap set for corner; North 57 degrees 30 minutes 20 seconds West, a distance of 5.88 feet, to a 1/2 inch iron rod with cap set for corner; North 07 degrees 32 minutes 11 seconds West, a distance of 33.26 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 07 minutes 26 seconds West, a distance of 34.56 feet, to a 1/2 inch iron rod with cap set for corner; South 31 degrees 21 minutes 55 seconds West, a distance of 103.38 feet, to a 1/2 inch iron rod with cap set for corner; North 64 degrees 21 minutes 28 seconds West, a distance of 48.59 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 16 of 63 Field Notes for 3834.1 Acres North 09 degrees 46 minutes 26 seconds East, a distance of 49.70 feet, to a 1/2 inch iron rod with cap set for corner; North 16 degrees 23 minutes 11 seconds West, a distance of 36.20 feet, to a 1/2 inch iron rod with cap set for corner; South 79 degrees 30 minutes 13 seconds West, a distance of 61.67 feet, to a 1/2 inch iron rod with cap set for corner; North 50 degrees 04 minutes 36 seconds West, a distance of 19.47 feet, to a 1/2 inch iron rod with cap set for corner; North 50 degrees 01 minutes 07 seconds East, a distance of 73.41 feet, to a 1/2 inch iron rod with cap set for corner; North 61 degrees 49 minutes 51 seconds West, a distance of 37.99 feet, to a 1/2 inch iron rod with cap set for corner; North 86 degrees 23 minutes 21 seconds East, a distance of 33.35 feet, to a 1/2 inch iron rod with cap set for corner; South 84 degrees 13 minutes 43 seconds East, a distance of 67.04 feet, to a 1/2 inch iron rod with cap set for corner; North 73 degrees 15 minutes 05 seconds East, a distance of 35.85 feet, to a 1/2 inch iron rod with cap set for corner; North 88 degrees 00 minutes 27 seconds East, a distance of 31.43 feet, to a 1/2 inch iron rod with cap set for corner; North 35 degrees 59 minutes 21 seconds East, a distance of 64.53 feet, to a 1/2 inch iron rod with cap set for corner; North 02 degrees 56 minutes 43 seconds West, a distance of 41.06 feet, to a 1/2 inch iron rod with cap set for corner; North 17 degrees 21 minutes 33 seconds West, a distance of 111.03 feet, to a 1/2 inch iron rod with cap set for corner; North 65 degrees 38 minutes 11 seconds West, a distance of 69.21 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 17 of 63 Field Notes for 3834.1 Acres South 64 degrees 16 minutes 48 seconds West, a distance of 35.03 feet, to a 1/2 inch iron rod with cap set for corner; North 89 degrees 54 minutes 53 seconds West, a distance of 61.65 feet, to a 1/2 inch iron rod with cap set for corner; North 57 degrees 17 minutes 14 seconds West, a distance of 80.75 feet, to a 1/2 inch iron rod with cap set for corner; South 57 degrees 56 minutes 30 seconds West, a distance of 49.90 feet, to a 1/2 inch iron rod with cap set for corner; North 50 degrees 49 minutes 44 seconds West, a distance of 140.77 feet, to a 1/2 inch iron rod with cap set for corner; South 71 degrees 30 minutes 28 seconds West, a distance of 228.96 feet, to a 1/2 inch iron rod with cap set for corner; North 22 degrees 00 minutes 47 seconds East, a distance of 146.72 feet, to a 1/2 inch iron rod with cap set for corner; North 68 degrees 59 minutes 14 seconds East, a distance of 357.38 feet, to a 1/2 inch iron rod with cap set for corner; South 89 degrees 52 minutes 14 seconds East, a distance of 474.69 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 55 minutes 00 seconds East, a distance of 116.98 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 06 minutes 54 seconds West, a distance of 133.70 feet, to a 1/2 inch iron rod with cap set for corner; North 60 degrees 21 minutes 55 seconds West, a distance of 607.17 feet, to a 1/2 inch iron rod with cap set for corner; North 60 degrees 46 minutes 20 seconds West, a distance of 351.95 feet, to a 1/2 inch iron rod with cap set for corner; North 32 degrees 14 minutes 42 seconds West, a distance of 188.93 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 18 of 63 Field Notes for 3834.1 Acres North 49 degrees 03 minutes 41 seconds West, a distance of 317.48 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 35 minutes 52 seconds West, a distance of 299.89 feet, to a 1/2 inch iron rod with cap set for corner; South 87 degrees 47 minutes 04 seconds West, a distance of 186.08 feet, to a 1/2 inch iron rod with cap set for corner; South 61 degrees 53 minutes 49 seconds West, a distance of 195.26 feet, to a 1/2 inch iron rod with cap set for corner; South 08 degrees 47 minutes 02 seconds West, a distance of 75.16 feet, to a 1/2 inch iron rod with cap set for corner; South 44 degrees 59 minutes 46 seconds West, a distance of 144.23 feet, to a 1/2 inch iron rod with cap set for corner; North 37 degrees 07 minutes 34 seconds East, a distance of 76.54 feet, to a 1/2 inch iron rod with cap set for corner; North 37 degrees 38 minutes 26 seconds West, a distance of 76.73 feet, to a 1/2 inch iron rod with cap set for corner; South 77 degrees 35 minutes 37 seconds West, a distance of 96.46 feet, to a 1/2 inch iron rod with cap set for corner; North 19 degrees 36 minutes 02 seconds East, a distance of 86.76 feet, to a 1/2 inch iron rod with cap set for corner; South 86 degrees 13 minutes 48 seconds East, a distance of 55.23 feet, to a 1/2 inch iron rod with cap set for corner; North 19 degrees 11 minutes 38 seconds East, a distance of 132.71 feet, to a 1/2 inch iron rod with cap set for corner; North 24 degrees 29 minutes 27 seconds East, a distance of 164.33 feet, to a 1/2 inch iron rod with cap set for corner; North 17 degrees 34 minutes 23 seconds West, a distance of 114.21 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 19 of 63 Field Notes for 3834.1 Acres North 68 degrees 16 minutes 17 seconds West, a distance of 177.96 feet, to a 1/2 inch iron rod with cap set for corner; South 88 degrees 51 minutes 12 seconds West, a distance of 132.17 feet, to a 1/2 inch iron rod with cap set for corner; South 89 degrees 00 minutes 31 seconds West, a distance of 342.12 feet, to a 1/2 inch iron rod with cap set for corner; North 61 degrees 01 minutes 40 seconds West, a distance of 123.53 feet, to a 1/2 inch iron rod with cap set for corner; North 87 degrees 08 minutes 24 seconds West, a distance of 178.93 feet, to a 1/2 inch iron rod with cap set for corner; South 39 degrees 17 minutes 45 seconds West, a distance of 224.99 feet, to a 1/2 inch iron rod with cap set for corner; North 72 degrees 53 minutes 34 seconds West, a distance of 93.06 feet, to a 1/2 inch iron rod with cap set for corner; North 52 degrees 37 minutes 52 seconds East, a distance of 80.83 feet, to a 1/2 inch iron rod with cap set for corner; North 24 degrees 07 minutes 44 seconds West, a distance of 45.00 feet, to a 1/2 inch iron rod with cap set for corner; South 84 degrees 37 minutes 03 seconds West, a distance of 67.01 feet, to a 1/2 inch iron rod with cap set for corner; North 42 degrees 37 minutes 00 seconds East, a distance of 280.02 feet, to a 1/2 inch iron rod with cap set for corner; North 86 degrees 18 minutes 32 seconds East, a distance of 94.47 feet, to a 1/2 inch iron rod with cap set for corner; North 62 degrees 25 minutes 21 seconds West, a distance of 647.20 feet, to a 1/2 inch iron rod with cap set for corner; South 45 degrees 29 minutes 22 seconds West, a distance of 110.67 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 20 of 63 Field Notes for 3834.1 Acres South 82 degrees 34 minutes 17 seconds West, a distance of 86.78 feet, to a 5 inch octagonal concrete monument found for corner; South 78 degrees 57 minutes 45 seconds West, a distance of 122.07 feet, to a 1/2 inch iron rod with cap set for corner; North 77 degrees 26 minutes 47 seconds West, a distance of 82.28 feet, to a 1/2 inch iron rod with cap set for corner; North 18 degrees 52 minutes 07 seconds West, a distance of 121.25 feet, to a 1/2 inch iron rod with cap set for corner; North 60 degrees 59 minutes 50 seconds East, a distance of 121.30 feet, to a 1/2 inch iron rod with cap set for corner; North 50 degrees 32 minutes 31 seconds East, a distance of 206.82 feet, to a 1/2 inch iron rod with cap set for corner; North 11 degrees 47 minutes 37 seconds West, a distance of 188.19 feet, to a 1/2 inch iron rod with cap set for corner; North 14 degrees 46 minutes 53 seconds East, a distance of 49.76 feet to a 1/2 inch iron rod with cap set for corner; North 20 degrees 42 minutes 49 seconds West, a distance of 352.73 feet to a 1/2 inch iron rod with cap set for corner; North 39 degrees 47 minutes 06 seconds West, a distance of 201.96 feet to a 1/2 inch iron rod with cap set for corner; North 57 degrees 15 minutes 26 seconds West, a distance of 164.01 feet to a 1/2 inch iron rod with cap set for corner; North 81 degrees 57 minutes 31 seconds West, a distance of 117.21 feet to a 1/2 inch iron rod with cap set for corner; South 81 degrees 45 minutes 04 seconds West, a distance of 117.71 feet to a 1/2 inch iron rod with cap set for corner; North 66 degrees 09 minutes 49 seconds West, a distance of 363.87 feet to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 21 of 63 Field Notes for 3834.1 Acres North 26 degrees 21 minutes 56 seconds West, a distance of 267.13 feet to a 1/2 inch iron rod with cap set for corner; North 68 degrees 08 minutes 47 seconds West, a distance of 227.97 feet to a 1/2 inch iron rod with cap set for corner; North 69 degrees 37 minutes 39 seconds West, a distance of 55.43 feet to a 1/2 inch iron rod with cap set for corner; North 61 degrees 09 minutes 49 seconds West, a distance of 104.00 feet to a 1/2 inch iron rod with cap set for corner; North 26 degrees 35 minutes 39 seconds West, a distance of 48.81 feet to a 1/2 inch iron rod with cap set for corner; South 77 degrees 36 minutes 55 seconds West, a distance of 32.79 feet to a 1/2 inch iron rod with cap set for corner; North 03 degrees 01 minutes 14 seconds East, a distance of 39.40 feet to a 1/2 inch iron rod with cap set for corner; South 86 degrees 07 minutes 34 seconds West, a distance of 97.12 feet to a 1/2 inch iron rod with cap set for corner; North 63 degrees 01 minutes 10 seconds West, a distance of 69.33 feet to a 1/2 inch iron rod with cap set for corner; North 28 degrees 05 minutes 57 seconds West, a distance of 47.01 feet to a 1/2 inch iron rod with cap set for corner; North 76 degrees 41 minutes 14 seconds West, a distance of 38.88 feet to a 1/2 inch iron rod with cap set for corner; and North 41 degrees 01 minutes 35 seconds West, a distance of 31.58 feet to a 1/2 inch iron rod with cap set for corner; Thence North 75 degrees 38 minutes 03 seconds East, continuing across said 173.078 acres, for a distance of 669.20 feet, point for corner at the Northeast corner of same, at the Northwest corner of said 100.398 acres and in the South line of the above mentioned 90.016 acre tract (Tract A); Thence North 80 degrees 12 minutes 26 seconds East, across said 90.016 acres, for a distance of 629.61 feet, to a 1/2 inch iron rod with cap set for corner at the Southeast corner of said 90.016 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 22 of 63 Field Notes for 3834.1 Acres acres, at the Northwest corner of the above mentioned 4.401 acre tract (Tract E), at the Southwest corner of the remainder of the James Ray Trant called 100 acre tract (Volume 1107 – Page 672, see also Volume 254 – Page 524), at a reentrant corner of said 6166.56 acres and at a point at the Southwest corner of a boundary line agreement (Volume 487 – Page 306), from which a concrete monument found for witness bears South 63 degrees 35 minutes and 21 seconds East, a distance of 2.66 feet; Thence along the North line of said 4.401 acres, along a North line of said 6166.56 acres, along the South line of said Trant tract and along said agreed upon boundary line as follows: North 57 degrees 53 minutes 10 seconds East, a distance of 141.06 feet, to a 5 inch octagonal concrete monument found for corner; North 81 degrees 59 minutes 49 seconds East, a distance of 241.62 feet, to a 5 inch octagonal concrete monument found for corner; South 73 degrees 56 minutes 15 seconds East, a distance of 201.17 feet, to a 5 inch octagonal concrete monument found for corner; South 43 degrees 09 minutes 00 seconds East, a distance of 278.42 feet, to a 5 inch octagonal concrete monument found for corner; South 61 degrees 00 minutes 28 seconds East, a distance of 60.51 feet, to a 1/2 inch iron rod with cap set for corner; and North 85 degrees 19 minutes 06 seconds East, a distance of 64.27 feet, to a 1/2 inch iron rod found for corner at the Northeast corner of said 4.401 acre and at the Northwest corner of the remainder of the James Ray Trant called 50 acre tract (Volume 1107 – Page 672, 2nd Tract); Thence South 03 degrees 33 minutes 12 seconds East, along the East line of said 4.401 acres and the West line of said 50 acres, for a distance of 42.36 feet, to a 1/2 inch iron rod found for corner at the Northwest corner of the above mentioned 41.919 acre tract (Tract G); Thence along the North line of said 41.919 acres, along the South line of the remainder of said 50 acres, along the North line of said 98.089 acres, along the South line of the remainder of the James Ray Trant called 100 acre tract (Volume 1107 - Page 689, see also Volume 152 - Page 443), along the North line of the above mentioned 8.41 acre tract (Tract J), along the Southerly North line of the above mentioned 30.71 acre tract of land (Tract I) and along a Northerly line of said 6166.56 acres as follows: LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 23 of 63 Field Notes for 3834.1 Acres South 60 degrees 57 minutes 54 seconds East, a distance of 375.45 feet, to a 5 inch octagonal concrete monument found for corner; South 73 degrees 24 minutes 27 seconds East, a distance of 396.53 feet, to a 5 inch octagonal concrete monument found for corner; South 56 degrees 02 minutes 33 seconds East, a distance of 152.78 feet, to a 5 inch octagonal concrete monument found for corner; South 26 degrees 31 minutes 42 seconds East, a distance of 186.23 feet, to a 5 inch octagonal concrete monument found for corner; North 79 degrees 56 minutes 46 seconds East, a distance of 98.56 feet, to a 5 inch octagonal concrete monument found for corner; North 46 degrees 44 minutes 36 seconds East, a distance of 163.22 feet, to a 1/2 inch iron rod found for corner; North 78 degrees 49 minutes 22 seconds East, at a distance of 57.17 feet, pass a 3/8 inch iron rod found 0.53 feet left of line, and continue for a total distance of 183.33 feet, to a 5 inch octagonal concrete monument found for corner; South 30 degrees 07 minutes 39 seconds West, a distance of 42.59 feet, to a 3/8 inch iron rod found corner at a reentrant corner of said 98.089 acres; North 87 degrees 39 minutes 27 seconds East, a distance of 719.35 feet, to a 1/2 inch iron rod found for corner; North 87 degrees 14 minutes 47 seconds East, a distance of 939.41 feet, to a 1/2 inch iron rod found for corner at the Northeast corner of said 8.41 acres and at the Southerly Northwest corner of said 30.71 acres; and North 86 degrees 43 minutes 31 seconds East, a distance of 353.69 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of the above mentioned 1.775 acre tract (Tract K); Thence North 24 degrees 07 minutes 13 seconds West, along the West line of said 1.775 acres, for a distance of 292.34 feet, to a 5 inch octagonal concrete monument found for corner; Thence North 64 degrees 43 minutes 09 seconds East, across said 1.775 acres, across said 30.71 acres, across the above mentioned 5.455 acre tract (Tract O), across the above mentioned 36.101 acre tract (Tract BD) and across said 6166.56 acres, for a distance of 453.40 feet, to a 1/2 inch iron LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 24 of 63 Field Notes for 3834.1 Acres rod with cap set for corner near the East line of said 36.101 acres and near the West line of the above mentioned 13.035 acre tract (Tract BC); Thence South 02 degrees 05 minutes 51 seconds West, along or near the East line of said 36.101 acres and the West line of said 13.035 acres, for a distance of 515.41 feet, to a 1/2 inch iron rod with cap set for corner; Thence South 81 degrees 14 minutes 01 seconds East, across said 13.035 acres and across the above mentioned 102.547 acre tract (Tract M), for a distance of 85.47 feet, to a 1/2 inch iron rod with cap set for corner in said 250 foot contour line; Thence along said 250 foot contour line, across said 102.547 acres, across said 482.86 acres, across the above mentioned 52.499 acre tract (Tract S), across the above mentioned 98.945 acre tract (Tract T), across the above mentioned 63.883 acre tract (Tract U) and across the above mentioned 300.1 acre tract (Tract P), as follows: South 13 degrees 26 minutes 12 seconds West, a distance of 123.38 feet, to a 1/2 inch iron rod with cap set for corner; South 50 degrees 57 minutes 46 seconds East, a distance of 33.79 feet, to a 1/2 inch iron rod with cap set for corner; North 74 degrees 13 minutes 55 seconds East, a distance of 68.63 feet, to a 1/2 inch iron rod with cap set for corner; South 56 degrees 21 minutes 10 seconds East, a distance of 285.70 feet, to a 1/2 inch iron rod with cap set for corner; South 88 degrees 15 minutes 06 seconds East, a distance of 128.77 feet, to a 1/2 inch iron rod with cap set for corner; South 35 degrees 58 minutes 27 seconds East, a distance of 78.84 feet, to a 1/2 inch iron rod with cap set for corner; South 79 degrees 41 minutes 59 seconds West, a distance of 83.56 feet, to a 1/2 inch iron rod with cap set for corner; South 26 degrees 28 minutes 40 seconds West, a distance of 160.95 feet, to a 1/2 inch iron rod with cap set for corner; South 06 degrees 03 minutes 58 seconds East, a distance of 342.10 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 25 of 63 Field Notes for 3834.1 Acres South 50 degrees 51 minutes 58 seconds West, a distance of 68.71 feet, to a 1/2 inch iron rod with cap set for corner; South 24 degrees 05 minutes 13 seconds West, a distance of 105.30 feet, to a 1/2 inch iron rod with cap set for corner; South 85 degrees 17 minutes 43 seconds West, a distance of 44.33 feet, to a 1/2 inch iron rod with cap set for corner; South 06 degrees 11 minutes 22 seconds West, a distance of 193.80 feet, to a 1/2 inch iron rod with cap set for corner; South 56 degrees 33 minutes 03 seconds East, a distance of 192.68 feet, to a 1/2 inch iron rod with cap set for corner; South 28 degrees 41 minutes 12 seconds West, a distance of 27.61 feet, to a 1/2 inch iron rod with cap set for corner; North 74 degrees 55 minutes 02 seconds West, a distance of 91.09 feet, to a 1/2 inch iron rod with cap set for corner; South 51 degrees 15 minutes 01 seconds West, a distance of 45.57 feet, to a 1/2 inch iron rod with cap set for corner; South 18 degrees 34 minutes 33 seconds West, a distance of 162.93 feet, to a 1/2 inch iron rod with cap set for corner; South 30 degrees 05 minutes 17 seconds East, a distance of 104.58 feet, to a 1/2 inch iron rod with cap set for corner; South 49 degrees 55 minutes 19 seconds West, a distance of 169.61 feet, to a 1/2 inch iron rod with cap set for corner; South 07 degrees 18 minutes 46 seconds West, a distance of 219.19 feet, to a 1/2 inch iron rod with cap set for corner; South 21 degrees 33 minutes 34 seconds West, a distance of 221.54 feet, to a 1/2 inch iron rod with cap set for corner; South 71 degrees 45 minutes 52 seconds East, a distance of 1369.40 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 26 of 63 Field Notes for 3834.1 Acres North 48 degrees 17 minutes 18 seconds East, a distance of 238.09 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 42 minutes 14 seconds West, a distance of 91.58 feet, to a 1/2 inch iron rod with cap set for corner; South 66 degrees 04 minutes 06 seconds East, a distance of 63.81 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 11 minutes 35 seconds East, a distance of 97.81 feet, to a 1/2 inch iron rod with cap set for corner; North 83 degrees 31 minutes 55 seconds East, a distance of 167.87 feet, to a 1/2 inch iron rod with cap set for corner; North 03 degrees 59 minutes 38 seconds West, a distance of 131.30 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 32 minutes 29 seconds East, a distance of 117.18 feet, to a 1/2 inch iron rod with cap set for corner; North 68 degrees 54 minutes 14 seconds East, a distance of 123.28 feet, to a 1/2 inch iron rod with cap set for corner; South 52 degrees 29 minutes 48 seconds West, a distance of 106.89 feet, to a 1/2 inch iron rod with cap set for corner; South 11 degrees 18 minutes 21 seconds East, a distance of 280.50 feet, to a 1/2 inch iron rod with cap set for corner; South 76 degrees 27 minutes 53 seconds West, a distance of 68.08 feet, to a 1/2 inch iron rod with cap set for corner; South 31 degrees 18 minutes 16 seconds West, a distance of 424.65 feet, to a 1/2 inch iron rod with cap set for corner; South 63 degrees 22 minutes 47 seconds East, a distance of 350.01 feet, to a 1/2 inch iron rod with cap set for corner; North 17 degrees 41 minutes 58 seconds East, a distance of 88.10 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 27 of 63 Field Notes for 3834.1 Acres South 49 degrees 23 minutes 31 seconds East, a distance of 30.60 feet, to a 1/2 inch iron rod with cap set for corner; South 18 degrees 06 minutes 42 seconds East, a distance of 106.96 feet, to a 1/2 inch iron rod with cap set for corner; South 69 degrees 17 minutes 48 seconds East, a distance of 152.68 feet, to a 1/2 inch iron rod with cap set for corner; North 44 degrees 28 minutes 38 seconds East, a distance of 237.49 feet, to a 1/2 inch iron rod with cap set for corner; North 84 degrees 07 minutes 09 seconds East, a distance of 16.51 feet, to a 1/2 inch iron rod with cap set for corner; South 25 degrees 59 minutes 56 seconds West, a distance of 226.42 feet, to a 1/2 inch iron rod with cap set for corner; South 48 degrees 17 minutes 17 seconds East, a distance of 122.72 feet, to a 1/2 inch iron rod with cap set for corner; South 62 degrees 18 minutes 23 seconds East, a distance of 778.70 feet, to a 1/2 inch iron rod with cap set for corner; South 76 degrees 03 minutes 46 seconds East, a distance of 81.47 feet, to a 1/2 inch iron rod with cap set for corner; North 66 degrees 38 minutes 41 seconds East, a distance of 323.13 feet, to a 1/2 inch iron rod with cap set for corner; North 44 degrees 49 minutes 19 seconds East, a distance of 217.98 feet, to a 1/2 inch iron rod with cap set for corner; North 15 degrees 12 minutes 51 seconds East, a distance of 1240.51 feet, to a 1/2 inch iron rod with cap set for corner; South 21 degrees 53 minutes 02 seconds East, a distance of 120.56 feet, to a 1/2 inch iron rod with cap set for corner; South 10 degrees 17 minutes 25 seconds East, a distance of 410.62 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 28 of 63 Field Notes for 3834.1 Acres South 51 degrees 57 minutes 54 seconds East, a distance of 33.30 feet, to a 1/2 inch iron rod with cap set for corner; North 67 degrees 05 minutes 11 seconds East, a distance of 57.97 feet, to a 1/2 inch iron rod with cap set for corner; North 18 degrees 14 minutes 55 seconds East, a distance of 99.85 feet, to a 1/2 inch iron rod with cap set for corner; North 67 degrees 12 minutes 36 seconds East, a distance of 165.86 feet, to a 1/2 inch iron rod with cap set for corner; South 61 degrees 22 minutes 59 seconds East, a distance of 101.76 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 52 minutes 00 seconds East, a distance of 114.39 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 43 minutes 22 seconds West, a distance of 152.70 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 25 minutes 39 seconds East, a distance of 900.73 feet, to a 1/2 inch iron rod with cap set for corner; North 79 degrees 13 minutes 38 seconds East, a distance of 219.12 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 02 minutes 24 seconds West, a distance of 771.78 feet, to a 1/2 inch iron rod with cap set for corner; North 43 degrees 01 minutes 23 seconds East, a distance of 198.14 feet, to a 1/2 inch iron rod with cap set for corner; South 39 degrees 19 minutes 53 seconds East, a distance of 462.34 feet, to a 1/2 inch iron rod with cap set for corner; North 27 degrees 37 minutes 16 seconds East, a distance of 192.91 feet, to a 1/2 inch iron rod with cap set for corner; North 12 degrees 14 minutes 22 seconds West, a distance of 222.98 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 29 of 63 Field Notes for 3834.1 Acres North 58 degrees 18 minutes 09 seconds East, a distance of 50.33 feet, to a 1/2 inch iron rod with cap set for corner; South 20 degrees 31 minutes 33 seconds East, a distance of 304.37 feet, to a 1/2 inch iron rod with cap set for corner; North 75 degrees 42 minutes 55 seconds East, a distance of 159.04 feet, to a 1/2 inch iron rod with cap set for corner; North 83 degrees 08 minutes 20 seconds East, a distance of 213.18 feet, to a 1/2 inch iron rod with cap set for corner; North 51 degrees 10 minutes 11 seconds East, a distance of 313.61 feet, to a 1/2 inch iron rod with cap set for corner; North 30 degrees 54 minutes 46 seconds East, a distance of 244.85 feet, to a 1/2 inch iron rod with cap set for corner; North 29 degrees 08 minutes 48 seconds West, a distance of 236.95 feet, to a 1/2 inch iron rod with cap set for corner; South 66 degrees 07 minutes 33 seconds East, a distance of 145.31 feet, to a 1/2 inch iron rod with cap set for corner; South 31 degrees 55 minutes 33 seconds East, a distance of 169.78 feet, to a 1/2 inch iron rod with cap set for corner; South 33 degrees 52 minutes 42 seconds West, a distance of 220.02 feet, to a 1/2 inch iron rod with cap set for corner; South 44 degrees 58 minutes 28 seconds East, a distance of 96.75 feet, to a 1/2 inch iron rod with cap set for corner; North 46 degrees 02 minutes 05 seconds East, a distance of 787.70 feet, to a 1/2 inch iron rod with cap set for corner; North 23 degrees 14 minutes 52 seconds West, a distance of 176.32 feet, to a 1/2 inch iron rod with cap set for corner; North 25 degrees 41 minutes 00 seconds East, a distance of 336.00 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 30 of 63 Field Notes for 3834.1 Acres North 39 degrees 26 minutes 54 seconds East, a distance of 335.48 feet, to a 1/2 inch iron rod with cap set for corner; North 61 degrees 00 minutes 47 seconds East, a distance of 281.70 feet, to a 1/2 inch iron rod with cap set for corner; South 86 degrees 54 minutes 48 seconds East, a distance of 63.03 feet, to a 1/2 inch iron rod with cap set for corner; North 45 degrees 15 minutes 48 seconds East, a distance of 123.62 feet, to a 1/2 inch iron rod with cap set for corner; North 21 degrees 07 minutes 25 seconds West, a distance of 136.36 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 53 minutes 35 seconds West, a distance of 224.35 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 02 minutes 49 seconds West, a distance of 239.78 feet, to a 1/2 inch iron rod with cap set for corner; North 57 degrees 51 minutes 41 seconds West, a distance of 328.61 feet, to a 1/2 inch iron rod with cap set for corner; North 23 degrees 14 minutes 44 seconds West, a distance of 286.80 feet, to a 1/2 inch iron rod with cap set for corner; North 54 degrees 58 minutes 26 seconds West, a distance of 606.87 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 18 minutes 00 seconds West, a distance of 336.50 feet, to a 1/2 inch iron rod with cap set for corner; South 64 degrees 00 minutes 10 seconds West, a distance of 276.72 feet, to a 1/2 inch iron rod with cap set for corner; North 39 degrees 24 minutes 48 seconds West, a distance of 112.50 feet, to a 1/2 inch iron rod with cap set for corner; North 21 degrees 02 minutes 15 seconds East, a distance of 236.54 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 31 of 63 Field Notes for 3834.1 Acres and North 87 degrees 24 minutes 15 seconds East, a distance of 1557.64 feet, to a 5 inch octagonal concrete monument found for corner in the East line of said 300.1 acres, at the Southwest corner of the Cinda Howard Steubing called 256.34 acre tract (Volume 1728 – Page 584), a the Northwest corner of the above mentioned 624.138 acre tract (Tract V) and at a reentrant corner of said 6166.56 acres; Thence along the South line of said 256.34 acres, along the North line of said 624.138 acres, along the South line of the Virginia Howard Chaney, et al called 256.33 acre tract (Volume 1728 – Page 604), along the South line of the Mable Jean Howard Benman, et al called 256.33 acre tract (Volume 1728 – Page 594) along the North and East lines of the above mentioned 136.359 acre tract (Tract W) and along the South and West lines of the remainder of the Russell Sterling Butaud, Jr. called 1142.6 acre tract as follows: North 40 degrees 04 minutes 36 seconds East, a distance of 151.77 feet, to a 5 inch octagonal concrete monument found for corner; South 33 degrees 30 minutes 42 seconds East, a distance of 152.05 feet, to a 5 inch octagonal concrete monument found for corner; South 51 degrees 47 minutes 41 seconds East, a distance of 141.28 feet, to a 5 inch octagonal concrete monument found for corner; South 43 degrees 31 minutes 10 seconds East, a distance of 358.23 feet, to a 5 inch octagonal concrete monument found for corner; South 20 degrees 37 minutes 43 seconds East, a distance of 117.07 feet, to a 5 inch octagonal concrete monument found for corner; South 30 degrees 14 minutes 03 seconds East, a distance of 78.83 feet, to a leaning 5 inch octagonal concrete monument found for corner; South 43 degrees 12 minutes 58 seconds East, a distance of 170.99 feet, to a 5 inch octagonal concrete monument found for corner; North 06 degrees 07 minutes 39 seconds East, a distance of 129.42 feet, to a 5 inch octagonal concrete monument found for corner; North 21 degrees 22 minutes 08 seconds East, a distance of 380.55 feet, to a 5 inch octagonal concrete monument found for corner; North 37 degrees 51 minutes 19 seconds East, a distance of 181.52 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 32 of 63 Field Notes for 3834.1 Acres South 70 degrees 11 minutes 18 seconds East, a distance of 106.14 feet, to a 5 inch octagonal concrete monument found for corner; South 88 degrees 28 minutes 25 seconds East, a distance of 155.93 feet, to a 5 inch octagonal concrete monument found for corner; North 37 degrees 54 minutes 38 seconds East, a distance of 130.67 feet, to a 5 inch octagonal concrete monument found for corner; North 02 degrees 20 minutes 47 seconds West, a distance of 247.62 feet, to a leaning 5 inch octagonal concrete monument found for corner; North 41 degrees 17 minutes 41 seconds East, a distance of 216.38 feet, to a 5 inch octagonal concrete monument found for corner; North 51 degrees 03 minutes 51 seconds East, a distance of 120.77 feet, to a 5 inch octagonal concrete monument found for corner; North 05 degrees 09 minutes 36 seconds West, a distance of 145.44 feet, to a 5 inch octagonal concrete monument found for corner; North 09 degrees 10 minutes 46 seconds East, a distance of 357.78 feet, to a 5 inch octagonal concrete monument found for corner; North 63 degrees 03 minutes 24 seconds East, a distance of 123.58 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 31 degrees 57 minutes 08 seconds East, a distance of 128.52 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 04 degrees 17 minutes 59 seconds East, a distance of 343.43 feet, to a damaged 5 inch octagonal concrete monument found for corner; South 47 degrees 35 minutes 26 seconds East, a distance of 183.75 feet, 1/2 inch iron rod found for corner; North 49 degrees 34 minutes 58 seconds East, a distance of 275.60 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 26 degrees 51 minutes 56 seconds West, a distance of 303.87 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 33 of 63 Field Notes for 3834.1 Acres North 17 degrees 14 minutes 02 seconds East, a distance of 277.84 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 83 degrees 03 minutes 17 seconds West, a distance of 173.64 feet, to a leaning 5 inch octagonal monument found for corner; North 32 degrees 20 minutes 03 seconds West, a distance of 78.85 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 86 degrees 56 minutes 55 seconds East, a distance of 239.85 feet, to a 5 inch octagonal concrete monument found for corner; South 23 degrees 59 minutes 09 seconds East, a distance of 113.67 feet, to a 5 inch octagonal concrete monument found for corner; South 06 degrees 28 minutes 47 seconds West, a distance of 287.87 feet, to a 5 inch octagonal concrete monument found for corner; South 87 degrees 51 minutes 48 seconds East, a distance of 306.71 feet, to a 5 inch octagonal concrete monument found for corner; South 09 degrees 57 minutes 44 seconds West, a distance of 104.87 feet, to a leaning 5 inch octagonal concrete monument found for corner; South 49 degrees 19 minutes 38 seconds West, a distance of 69.53 feet, to a leaning 5 inch octagonal concrete monument found for corner; South 46 degrees 48 minutes 27 seconds East, a distance of 122.13 feet, to a point for corner; South 14 degrees 12 minutes 33 seconds West, a distance of 168.63 feet, to a point for corner South 27 degrees 33 minutes 23 seconds West, a distance of 117.35 feet, to a damaged 5 inch octagonal concrete monument found for corner; South 00 degrees 32 minutes 21 seconds East, a distance of 106.28 feet, to a 5 inch octagonal concrete monument found for corner; South 20 degrees 32 minutes 13 seconds West, a distance of 141.94 feet, to a point for corner South 56 degrees 06 minutes 19 seconds West, a distance of 81.05 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 34 of 63 Field Notes for 3834.1 Acres South 18 degrees 29 minutes 25 seconds East, a distance of 46.18 feet, to a 1/2 inch iron rod found for corner; South 25 degrees 35 minutes 53 seconds West, a distance of 112.27 feet, to a 5 inch octagonal concrete monument found for corner; South 52 degrees 55 minutes 33 seconds East, a distance of 68.43 feet, to a point for corner; North 87 degrees 07 minutes 46 seconds East, a distance of 95.17 feet, to a 5 inch octagonal concrete monument found for corner; South 52 degrees 11 minutes 22 seconds West, a distance of 88.41 feet, to a 5 inch octagonal concrete monument found for corner; South 67 degrees 39 minutes 20 seconds West, a distance of 73.57 feet, to a 5 inch octagonal concrete monument found for corner; South 11 degrees 19 minutes 22 seconds West, a distance of 229.85 feet, to a 1/2 inch iron rod found for corner; South 36 degrees 58 minutes 11 seconds West, a distance of 71.58 feet, to a point for corner South 09 degrees 23 minutes 46 seconds West, a distance of 137.97 feet, to a 5 inch octagonal concrete monument found for corner; South 18 degrees 26 minutes 36 seconds East, a distance of 77.80 feet, to a 5 inch octagonal concrete monument found for corner; South 24 degrees 36 minutes 56 seconds West, a distance of 119.02 feet, to a 5 inch octagonal concrete monument found for corner; South 19 degrees 15 minutes 15 seconds West, a distance of 229.26 feet, to a 5 inch octagonal concrete monument found for corner; South 43 degrees 14 minutes 30 seconds West, a distance of 153.41 feet, to a 5 inch octagonal concrete monument found for corner; South 27 degrees 19 minutes 08 seconds West, a distance of 98.57 feet, to a 5 inch octagonal concrete monument found for corner; South 45 degrees 34 minutes 38 seconds West, a distance of 61.64 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 35 of 63 Field Notes for 3834.1 Acres South 61 degrees 58 minutes 29 seconds West, a distance of 149.97 feet, to a 5 inch octagonal concrete monument found for corner; South 36 degrees 01 minutes 48 seconds West, a distance of 150.05 feet, to a 5 inch octagonal concrete monument found for corner; South 32 degrees 37 minutes 13 seconds West, a distance of 131.56 feet, to a 5 inch octagonal concrete monument found for corner; South 28 degrees 23 minutes 37 seconds West, a distance of 109.34 feet, to a point for corner South 06 degrees 58 minutes 28 seconds West, a distance of 105.40 feet, to a 5 inch octagonal concrete monument found for corner; South 09 degrees 00 minutes 49 seconds East, a distance of 118.36 feet, to a 5 inch octagonal concrete monument found for corner; South 48 degrees 15 minutes 15 seconds East, a distance of 133.41 feet, to a 5 inch octagonal concrete monument found for corner; North 83 degrees 45 minutes 14 seconds West, a distance of 71.20 feet, to a 1/2 inch iron rod found for corner; South 10 degrees 08 minutes 22 seconds West, a distance of 163.68 feet, to a point for corner; South 04 degrees 27 minutes 26 seconds West, a distance of 71.04 feet, to a point for corner; South 16 degrees 41 minutes 18 seconds East, a distance of 84.49 feet, to a 1/2 inch iron rod found for corner; North 72 degrees 43 minutes 49 seconds East, a distance of 129.42 feet, to a 1/2 inch iron rod found for corner; North 45 degrees 33 minutes 30 seconds East, a distance of 90.69 feet, to a 5 inch octagonal concrete monument found for corner; North 31 degrees 46 minutes 09 seconds East, a distance of 132.12 feet, to a damaged 5 inch octagonal concrete monument found for corner; South 85 degrees 39 minutes 29 seconds East, a distance of 68.64 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 36 of 63 Field Notes for 3834.1 Acres North 28 degrees 39 minutes 22 seconds East, a distance of 284.51 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 09 degrees 41 minutes 37 seconds East, a distance of 112.18 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 63 degrees 42 minutes 12 seconds East, a distance of 127.63 feet, to a 5 inch octagonal concrete monument found for corner; North 47 degrees 35 minutes 45 seconds East, a distance of 213.20 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 29 degrees 28 minutes 26 seconds East, a distance of 200.67 feet, to a 5 inch octagonal concrete monument found for corner; North 34 degrees 10 minutes 32 seconds East, a distance of 179.60 feet, to a 5 inch octagonal concrete monument found for corner; North 60 degrees 33 minutes 21 seconds East, a distance of 202.73 feet, to a 5 inch octagonal concrete monument found for corner; North 76 degrees 58 minutes 24 seconds East, a distance of 131.63 feet, to a 5 inch octagonal concrete monument found for corner; North 43 degrees 20 minutes 08 seconds East, a distance of 183.23 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 04 degrees 07 minutes 13 seconds East, a distance of 150.81 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 21 degrees 04 minutes 57 seconds East, a distance of 115.47 feet, to a 5 inch octagonal concrete monument found for corner; North 56 degrees 01 minutes 31 seconds East, a distance of 160.89 feet, to a 5 inch octagonal concrete monument found for corner; North 59 degrees 20 minutes 02 seconds East, a distance of 230.05 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 71 degrees 03 minutes 43 seconds East, a distance of 302.26 feet, to a damaged 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 37 of 63 Field Notes for 3834.1 Acres North 30 degrees 03 minutes 20 seconds East, a distance of 120.03 feet, to a 5 inch octagonal concrete monument found for corner; North 03 degrees 06 minutes 52 seconds East, a distance of 131.63 feet, to a 5 inch octagonal concrete monument found for corner; North 10 degrees 34 minutes 17 seconds East, a distance of 233.59 feet, to a 5 inch octagonal concrete monument found for corner; North 52 degrees 30 minutes 24 seconds East, a distance of 244.56 feet, to a 5 inch octagonal concrete monument found for corner; North 70 degrees 16 minutes 05 seconds East, a distance of 141.88 feet, to a 5 inch octagonal concrete monument found for corner; North 42 degrees 25 minutes 46 seconds East, a distance of 223.12 feet, to a 5 inch octagonal concrete monument found for corner; North 00 degrees 44 minutes 16 seconds West, a distance of 125.86 feet, to a 5 inch octagonal concrete monument found for corner; North 41 degrees 03 minutes 50 seconds East, a distance of 301.01 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 15 degrees 56 minutes 43 seconds East, a distance of 120.66 feet, to a 5 inch octagonal concrete monument found for corner; North 11 degrees 03 minutes 58 seconds East, a distance of 227.08 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 29 degrees 38 minutes 18 seconds East, a distance of 184.85 feet, to a 5 inch octagonal concrete monument found for corner; North 03 degrees 13 minutes 06 seconds East, a distance of 190.39 feet, to a 5 inch octagonal concrete monument found for corner; North 00 degrees 30 minutes 02 seconds West, a distance of 237.84 feet, to a 5/8 inch iron rod found for corner; North 04 degrees 46 minutes 25 seconds West, a distance of 153.67 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 38 of 63 Field Notes for 3834.1 Acres North 27 degrees 50 minutes 39 seconds East, a distance of 125.25 feet, to a 5 inch octagonal concrete monument found for corner; North 26 degrees 50 minutes 42 seconds East, a distance of 89.41 feet, to a 5 inch octagonal concrete monument found for corner; North 02 degrees 08 minutes 47 seconds West, a distance of 395.25 feet, to a 5 inch octagonal concrete monument found for corner; North 75 degrees 53 minutes 49 seconds East, a distance of 76.25 feet, to a 5 inch octagonal concrete monument found for corner; Thence South 58 degrees 56 minutes 43 seconds East, a distance of 182.08 feet, to a 5 inch octagonal concrete monument found for corner; South 09 degrees 53 minutes 43 seconds East, a distance of 114.66 feet, to a 5 inch octagonal concrete monument found for corner; South 27 degrees 55 minutes 53 seconds West, a distance of 424.24 feet, to a 5 inch octagonal concrete monument found for corner; South 14 degrees 33 minutes 03 seconds East, a distance of 200.73 feet, to a 5 inch octagonal concrete monument found for corner; South 23 degrees 27 minutes 23 seconds East, a distance of 319.54 feet, to a damaged 5 inch octagonal concrete monument found for corner; South 63 degrees 44 minutes 29 seconds East, a distance of 132.34 feet, to a 5 inch octagonal concrete monument found for corner; North 58 degrees 46 minutes 20 seconds East, a distance of 184.10 feet, to a 5 inch octagonal concrete monument found for corner; North 47 degrees 20 minutes 04 seconds East, a distance of 168.19 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 59 degrees 02 minutes 06 seconds East, a distance of 158.05 feet, to a 5 inch octagonal concrete monument found for corner; North 11 degrees 55 minutes 40 seconds East, a distance of 122.85 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 39 of 63 Field Notes for 3834.1 Acres North 16 degrees 11 minutes 32 seconds West, a distance of 171.31 feet, to a 5 inch octagonal concrete monument found for corner; North 20 degrees 55 minutes 57 seconds West, a distance of 100.28 feet, to a 5 inch octagonal concrete monument found for corner; North 05 degrees 00 minutes 06 seconds East, a distance of 186.39 feet, to a 5 inch octagonal concrete monument found for corner; North 12 degrees 04 minutes 08 seconds East, a distance of 195.81 feet, to a 5 inch octagonal concrete monument found for corner; North 44 degrees 59 minutes 32 seconds East, a distance of 321.91 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 36 degrees 20 minutes 55 seconds East, a distance of 358.92 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 16 degrees 51 minutes 41 seconds East, a distance of 336.77 feet, to a leaning 5 inch octagonal concrete monument found for corner; North 13 degrees 36 minutes 32 seconds East, a distance of 328.05 feet, to a 5 inch octagonal concrete monument found for corner; North 10 degrees 33 minutes 19 seconds East, a distance of 196.50 feet, to a 1/2 inch iron rod found for corner; North 26 degrees 56 minutes 27 seconds East, a distance of 230.09 feet, to a damaged 5 inch octagonal concrete monument found for corner; North 22 degrees 26 minutes 44 seconds East, a distance of 611.07 feet, to a 5 inch octagonal concrete monument found for corner; North 45 degrees 14 minutes 43 seconds East, a distance of 587.65 feet, to a 5 inch octagonal concrete monument found for corner; South 58 degrees 51 minutes 48 seconds East, a distance of 138.20 feet, to a 5 inch octagonal concrete monument found for corner; South 34 degrees 39 minutes 00 seconds East, a distance of 297.61 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 40 of 63 Field Notes for 3834.1 Acres South 47 degrees 11 minutes 05 seconds West, a distance of 246.72 feet, to a 1/2 inch iron rod found for corner; South 23 degrees 29 minutes 26 seconds East, a distance of 472.30 feet, to a 1/2 inch iron rod found for corner; North 24 degrees 45 minutes 04 seconds East, a distance of 446.05 feet, to a 5 inch octagonal concrete monument found for corner; North 61 degrees 26 minutes 02 seconds East, a distance of 179.24 feet, to a 5 inch octagonal concrete monument found for corner; North 08 degrees 18 minutes 19 seconds East, a distance of 445.22 feet, to a 5 inch octagonal concrete monument found for corner; North 39 degrees 57 minutes 49 seconds West, a distance of 334.68 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of said 136.359 acres, from which a 1/2 inch iron rod found for witness bears North 73 degrees 31 minutes and 59 seconds West, a distance of 1.55 feet and a concrete monument found for witness bears South 02 degrees 45 minutes and 22 seconds East, a distance of 21.78 feet; North 86 degrees 30 minutes 26 seconds East, a distance of 63.62 feet, to a 5 inch octagonal concrete monument found for corner, from which a concrete monument found for witness bears South 01 degrees 54 minutes and 06 seconds East, a distance of 18.88 feet; South 64 degrees 34 minutes 39 seconds East, a distance of 197.73 feet, to a 5 inch octagonal concrete monument found for corner; North 58 degrees 43 minutes 02 seconds East, a distance of 143.03 feet, to a disturbed 5 inch octagonal concrete monument found for corner; South 65 degrees 06 minutes 00 seconds East, a distance of 244.56 feet, to a 1/2 inch iron rod found for corner; South 35 degrees 02 minutes 25 seconds East, a distance of 175.35 feet, to a 5 inch octagonal concrete monument found for corner; South 67 degrees 59 minutes 56 seconds East, a distance of 95.77 feet, to a 5 inch octagonal concrete monument found for corner; North 13 degrees 50 minutes 24 seconds East, a distance of 82.42 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 41 of 63 Field Notes for 3834.1 Acres South 09 degrees 38 minutes 01 seconds East, a distance of 80.77 feet, to a disturbed 5 inch octagonal concrete monument found for corner; South 66 degrees 51 minutes 12 seconds East, a distance of 168.51 feet, to a disturbed 5 inch octagonal concrete monument found for corner; North 44 degrees 13 minutes 14 seconds East, a distance of 209.70 feet, to a disturbed 5 inch octagonal concrete monument found for corner; North 34 degrees 20 minutes 06 seconds East, a distance of 190.46 feet, to a 5 inch octagonal concrete monument found for corner; North 42 degrees 44 minutes 26 seconds East, a distance of 175.68 feet, to a point for corner, from which a concrete monument found for witness bears North 07 degrees 25 minutes and 57 seconds West, a distance of 12.95 feet; North 86 degrees 31 minutes 59 seconds East, a distance of 36.99 feet, to a 1/2 inch iron rod found for corner; South 04 degrees 10 minutes 22 seconds East, a distance of 101.83 feet, to a 5 inch octagonal concrete monument found for corner; South 49 degrees 41 minutes 19 seconds West, a distance of 230.76 feet, to a 5 inch octagonal concrete monument found for corner; South 10 degrees 58 minutes 03 seconds West, a distance of 77.31 feet, to a 5 inch octagonal concrete monument found for corner; South 41 degrees 37 minutes 49 seconds West, a distance of 256.76 feet, to a 5 inch octagonal concrete monument found for corner; South 00 degrees 23 minutes 47 seconds West, a distance of 122.95 feet, to a 5 inch octagonal concrete monument found for corner; North 63 degrees 25 minutes 38 seconds East, a distance of 137.76 feet, to a 5 inch octagonal concrete monument found for corner; North 56 degrees 20 minutes 16 seconds East, a distance of 92.02 feet, to a point for corner; South 11 degrees 06 minutes 06 seconds West, a distance of 64.48 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 42 of 63 Field Notes for 3834.1 Acres South 27 degrees 15 minutes 39 seconds West, a distance of 202.06 feet, to a disturbed 5 inch octagonal concrete monument found for corner; South 51 degrees 59 minutes 35 seconds West, a distance of 136.74 feet, to a 5 inch octagonal concrete monument found for corner; South 42 degrees 00 minutes 04 seconds East, a distance of 189.61 feet, to a 5 inch octagonal concrete monument found for corner; North 45 degrees 29 minutes 36 seconds East, a distance of 125.75 feet, to a 5 inch octagonal concrete monument found for corner; South 31 degrees 08 minutes 16 seconds West, a distance of 181.74 feet, to a disturbed 5 inch octagonal concrete monument found for corner; North 41 degrees 44 minutes 58 seconds West, a distance of 233.98 feet, to a disturbed 5 inch octagonal concrete monument found for corner; South 30 degrees 25 minutes 37 seconds West, a distance of 92.28 feet, to a point for corner; South 00 degrees 19 minutes 18 seconds West, a distance of 377.72 feet, to a 5 inch octagonal concrete monument found for corner; South 18 degrees 13 minutes 34 seconds East, a distance of 615.87 feet, to a 5 inch octagonal concrete monument found for corner; South 21 degrees 35 minutes 01 seconds West, a distance of 110.34 feet, to a 5 inch octagonal concrete monument found for corner; South 32 degrees 51 minutes 52 seconds East, a distance of 104.48 feet, to a 5 inch octagonal concrete monument found for corner; South 30 degrees 28 minutes 07 seconds West, a distance of 430.90 feet, to a 5 inch octagonal concrete monument found for corner; South 33 degrees 58 minutes 02 seconds West, a distance of 284.05 feet, to a point for corner; South 18 degrees 18 minutes 11 seconds West, a distance of 237.87 feet, to a disturbed 5 inch octagonal concrete monument found for corner; South 21 degrees 54 minutes 23 seconds East, a distance of 313.73 feet, to a disturbed 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 43 of 63 Field Notes for 3834.1 Acres South 84 degrees 07 minutes 23 seconds East, a distance of 356.08 feet, to a 5 inch octagonal concrete monument found for corner; South 51 degrees 56 minutes 16 seconds East, a distance of 282.25 feet, to a disturbed 5 inch octagonal concrete monument found for corner; South 07 degrees 08 minutes 41 seconds West, a distance of 257.21 feet, to a disturbed 5 inch octagonal concrete monument found for corner; South 56 degrees 06 minutes 42 seconds East, a distance of 266.30 feet, to a 5 inch octagonal concrete monument found for corner; South 51 degrees 33 minutes 03 seconds East, a distance of 201.90 feet, to a point for corner; North 83 degrees 00 minutes 56 seconds East, a distance of 75.36 feet, to a point for corner; North 08 degrees 57 minutes 49 seconds West, a distance of 201.47 feet, to a disturbed 5 inch octagonal concrete monument found for corner; North 38 degrees 44 minutes 23 seconds East, a distance of 194.38 feet, to a 5 inch octagonal concrete monument found for corner; South 72 degrees 44 minutes 38 seconds East, a distance of 102.37 feet, to a 5 inch octagonal concrete monument found for corner; North 16 degrees 33 minutes 36 seconds East, a distance of 549.53 feet, to a 5 inch octagonal concrete monument found for corner; North 39 degrees 29 minutes 19 seconds West, a distance of 171.97 feet, to a 5 inch octagonal concrete monument found for corner; North 19 degrees 05 minutes 16 seconds East, a distance of 51.28 feet, to a point for corner; South 43 degrees 09 minutes 41 seconds East, a distance of 235.53 feet, to a 5 inch octagonal concrete monument found for corner; South 16 degrees 53 minutes 00 seconds West, a distance of 592.39 feet, to a point for corner; South 76 degrees 48 minutes 17 seconds West, a distance of 145.40 feet, to a point for corner; South 09 degrees 47 minutes 25 seconds West, a distance of 270.47 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 44 of 63 Field Notes for 3834.1 Acres North 52 degrees 59 minutes 08 seconds East, a distance of 190.23 feet, to a 5 inch octagonal concrete monument found for corner; South 86 degrees 33 minutes 10 seconds East, a distance of 251.77 feet, to a 5 inch octagonal concrete monument found for corner; North 47 degrees 21 minutes 49 seconds East, a distance of 221.20 feet, to a 5 inch octagonal concrete monument found for corner; North 07 degrees 07 minutes 47 seconds East, a distance of 188.35 feet, to a 5 inch octagonal concrete monument found for corner; South 85 degrees 15 minutes 16 seconds East, a distance of 114.51 feet, to a 5 inch octagonal concrete monument found for corner; South 06 degrees 32 minutes 12 seconds East, a distance of 262.66 feet, to a 5 inch octagonal concrete monument found for corner; South 71 degrees 30 minutes 39 seconds West, a distance of 297.07 feet, to a 5 inch octagonal concrete monument found for corner; South 14 degrees 19 minutes 03 seconds East, a distance of 136.40 feet, to a 5 inch octagonal concrete monument found for corner; South 30 degrees 47 minutes 02 seconds West, a distance of 158.40 feet, to a 5 inch octagonal concrete monument found for corner; North 35 degrees 47 minutes 20 seconds West, a distance of 171.15 feet, to a 5 inch octagonal concrete monument found for corner; South 71 degrees 31 minutes 48 seconds West, a distance of 145.70 feet, to a 5 inch octagonal concrete monument found for corner; North 86 degrees 16 minutes 00 seconds West, a distance of 222.46 feet, to a 5 inch octagonal concrete monument found for corner; South 05 degrees 43 minutes 51 seconds East, a distance of 101.81 feet, to a point for corner; North 89 degrees 05 minutes 18 seconds West, a distance of 303.61 feet, to a disturbed 5 inch octagonal concrete monument found for corner; South 85 degrees 24 minutes 23 seconds West, a distance of 381.32 feet, to a point for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 45 of 63 Field Notes for 3834.1 Acres North 64 degrees 59 minutes 10 seconds West, a distance of 233.37 feet, to a 5 inch octagonal concrete monument found for corner; South 82 degrees 04 minutes 30 seconds West, a distance of 294.55 feet, to a 5 inch octagonal concrete monument found for corner; South 64 degrees 38 minutes 15 seconds West, a distance of 176.68 feet, to a 5 inch octagonal concrete monument found for corner; South 27 degrees 48 minutes 13 seconds West, a distance of 160.75 feet, to a 5 inch octagonal concrete monument found for corner; South 44 degrees 53 minutes 33 seconds West, a distance of 327.22 feet, to a 5 inch octagonal concrete monument found for corner; South 71 degrees 49 minutes 18 seconds West, a distance of 282.30 feet, to a 5 inch octagonal concrete monument found for corner; and South 26 degrees 15 minutes 09 seconds West, a distance of 279.90 feet, to a 5 inch octagonal concrete monument found for corner at the South corner of said 136.359 acres and in the East line of said 624.138 acres; Thence South 03 degrees 05 minutes 07 seconds East, along the East line of said 624.138 acres, the East line of said 6166.56 acres and the West line of said 1142.6 acres, for a distance of 609.26 feet, to a point for corner at a Southerly corner of said 624.138 acres and at a Northerly corner of the remainder of a called 1668.965 acre tract (Volume 1728 – Page 614); Thence along the Southeast line of said 624.138 acres, a Southeast line of said 6166.56 acres and along a Northwesterly line of the remainder of said 1668.965 acres as follows: North 38 degrees 37 minutes 25 seconds West, a distance of 316.91 feet, to a 5 inch octagonal concrete monument found for corner; South 19 degrees 13 minutes 31 seconds West, a distance of 123.51 feet, to a 5 inch octagonal concrete monument found for corner; North 73 degrees 26 minutes 24 seconds West, a distance of 289.59 feet, to a 5 inch octagonal concrete monument found for corner; South 46 degrees 17 minutes 53 seconds West, a distance of 360.59 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 46 of 63 Field Notes for 3834.1 Acres South 27 degrees 31 minutes 37 seconds West, a distance of 166.88 feet, to a point for corner; South 56 degrees 33 minutes 05 seconds West, a distance of 418.44 feet, to a 5 inch octagonal concrete monument found for corner; South 61 degrees 29 minutes 46 seconds West, a distance of 85.04 feet, to a leaning 5 inch octagonal concrete monument found for corner; South 29 degrees 00 minutes 55 seconds West, a distance of 172.16 feet, to a 5 inch octagonal concrete monument found for corner; North 36 degrees 16 minutes 11 seconds West, a distance of 93.64 feet, to a 5 inch octagonal concrete monument found for corner; North 47 degrees 19 minutes 51 seconds West, a distance of 64.24 feet, to a 5 inch octagonal concrete monument found for corner; South 76 degrees 05 minutes 53 seconds West, a distance of 133.20 feet, to a point for corner; South 81 degrees 05 minutes 26 seconds West, a distance of 453.27 feet, to a point for corner; South 31 degrees 49 minutes 55 seconds West, a distance of 87.41 feet, to a 5 inch octagonal concrete monument found for corner; South 12 degrees 29 minutes 07 seconds West, a distance of 364.14 feet, to a 5 inch octagonal concrete monument found for corner; South 02 degrees 34 minutes 11 seconds East, a distance of 157.28 feet, to a point for corner; South 04 degrees 19 minutes 32 seconds East, a distance of 333.16 feet, to a 5 inch octagonal concrete monument found for corner; South 22 degrees 04 minutes 37 seconds West, a distance of 469.26 feet, to a point for corner; South 37 degrees 31 minutes 58 seconds East, a distance of 193.35 feet, to a 5 inch octagonal concrete monument found for corner; South 21 degrees 48 minutes 09 seconds West, a distance of 120.37 feet, to a 5 inch octagonal concrete monument found for corner; North 87 degrees 07 minutes 48 seconds West, a distance of 306.18 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 47 of 63 Field Notes for 3834.1 Acres South 49 degrees 05 minutes 07 seconds West, a distance of 239.71 feet, to a 5 inch octagonal concrete monument found for corner; South 31 degrees 46 minutes 48 seconds West, a distance of 270.34 feet, to a point for corner; South 47 degrees 08 minutes 26 seconds West, a distance of 230.06 feet, to a 5 inch octagonal concrete monument found for corner; South 16 degrees 50 minutes 49 seconds West, a distance of 383.54 feet, to a disturbed 5 inch octagonal concrete monument found for corner; North 30 degrees 36 minutes 14 seconds West, a distance of 322.89 feet, to a 5 inch octagonal concrete monument found for corner; South 69 degrees 18 minutes 46 seconds West, a distance of 252.80 feet, to a leaning 5 inch octagonal concrete monument found for corner; South 15 degrees 36 minutes 29 seconds West, a distance of 257.87 feet, to a point for corner; South 10 degrees 39 minutes 33 seconds East, a distance of 347.49 feet, to a damaged 5 inch octagonal concrete monument found for corner; South 18 degrees 29 minutes 27 seconds East, a distance of 210.93 feet, to a 5 inch octagonal concrete monument found for corner; South 37 degrees 56 minutes 24 seconds West, a distance of 53.33 feet, to a 5 inch octagonal concrete monument found for corner; North 66 degrees 15 minutes 38 seconds West, a distance of 279.57 feet, to a 5 inch octagonal concrete monument found for corner; South 64 degrees 44 minutes 24 seconds West, a distance of 257.09 feet, to a 5 inch octagonal concrete monument found for corner; South 11 degrees 57 minutes 05 seconds West, a distance of 348.00 feet, to a point for corner; South 23 degrees 08 minutes 41 seconds West, a distance of 409.51 feet, to a 5 inch octagonal concrete monument found for corner; North 88 degrees 10 minutes 38 seconds East, a distance of 261.55 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 48 of 63 Field Notes for 3834.1 Acres South 57 degrees 46 minutes 07 seconds West, a distance of 196.99 feet, to a damaged 5 inch octagonal concrete monument found for corner; South 59 degrees 58 minutes 40 seconds West, a distance of 176.95 feet, to a 5 inch octagonal concrete monument found for corner; South 32 degrees 44 minutes 22 seconds West, a distance of 363.41 feet, to a 5 inch octagonal concrete monument found for corner; South 59 degrees 31 minutes 26 seconds West, a distance of 444.61 feet, to a 5 inch octagonal concrete monument found for corner; and South 05 degrees 48 minutes 40 seconds East, a distance of 18.85 feet, to a 1/2 inch iron rod found for corner in the North line of the Jake Cole Howard called 17.79 acre tract (Volume 727 – Page 770) and at the Southeast corner of said 624.138 acres; Thence South 86 degrees 48 minutes 33 seconds West, along the South line of said 624.138 acres and along the North line of said 17.79 acres, for a distance of 377.36 feet, to a 1/2 inch iron rod found for corner at the Northwest corner of said 17.79 acres and at a Westerly Northeast corner of the remainder the above mentioned 628.5 acre tract (Tract AP); Thence along the West and South line of said 17.79 acres, along the Westerly East and North line of the remainder of said 628.5 acres and along a Northerly line of said 6166.56 acres as follows: South 02 degrees 48 minutes 25 seconds West, a distance of 68.04 feet, to a 1/2 inch iron rod found for corner; South 66 degrees 30 minutes 56 seconds West, a distance of 301.49 feet, to a 1/2 inch iron rod found for corner; South 42 degrees 41 minutes 31 seconds West, a distance of 118.90 feet, to a point for corner; North 48 degrees 34 minutes 02 seconds West, a distance of 92.27 feet, to a point for corner; North 15 degrees 05 minutes 28 seconds East, a distance of 76.62 feet, to a point for corner; North 07 degrees 17 minutes 00 seconds West, a distance of 69.77 feet, to a point for corner; South 74 degrees 31 minutes 02 seconds West, a distance of 72.16 feet, to a point for corner; South 22 degrees 31 minutes 35 seconds West, a distance of 66.05 feet, to a point for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 49 of 63 Field Notes for 3834.1 Acres South 02 degrees 17 minutes 22 seconds East, a distance of 80.17 feet, to a point for corner; South 12 degrees 06 minutes 00 seconds East, a distance of 238.98 feet, to a point for corner; North 70 degrees 06 minutes 11 seconds East, a distance of 94.47 feet, to a 1/2 inch iron rod found for corner; South 35 degrees 17 minutes 48 seconds East, a distance of 107.40 feet, to a 1/2 inch iron rod found for corner; South 13 degrees 39 minutes 48 seconds East, a distance of 136.85 feet, to a 1/2 inch iron rod found for corner; South 68 degrees 04 minutes 22 seconds East, a distance of 189.98 feet, to a 1/2 inch iron rod found for corner; North 44 degrees 37 minutes 57 seconds East, a distance of 171.72 feet, to a 1/2 inch iron rod found for corner; North 61 degrees 22 minutes 03 seconds East, a distance of 163.89 feet, to a 1/2 inch iron rod found for corner; South 74 degrees 16 minutes 55 seconds East, a distance of 371.36 feet, to a 1/2 inch iron rod found for corner; North 73 degrees 34 minutes 34 seconds East, a distance of 270.67 feet, to a 1/2 inch iron rod found for corner; North 56 degrees 28 minutes 44 seconds East, a distance of 268.62 feet, to a 1/2 inch iron rod found for corner; North 69 degrees 09 minutes 10 seconds East, a distance of 234.77 feet, to a 1/2 inch iron rod found for corner; South 82 degrees 00 minutes 47 seconds East, a distance of 216.22 feet, to a 1/2 inch iron rod found for corner; North 87 degrees 36 minutes 02 seconds East, a distance of 165.49 feet, to a leaning 5 inch octagonal concrete monument found for corner; North 86 degrees 27 minutes 16 seconds East, a distance of 333.51 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 50 of 63 Field Notes for 3834.1 Acres North 69 degrees 57 minutes 17 seconds East, a distance of 131.71 feet, to a point for corner; North 65 degrees 44 minutes 23 seconds East, a distance of 66.42 feet, to a 1/2 inch iron rod found for corner; North 46 degrees 36 minutes 59 seconds East, a distance of 117.52 feet, to a 1/2 inch iron rod found for corner; South 57 degrees 05 minutes 27 seconds East, a distance of 86.81 feet, 5/8 inch iron rod found for corner; North 77 degrees 11 minutes 27 seconds East, a distance of 112.44 feet, to a point for corner; North 57 degrees 42 minutes 36 seconds East, a distance of 233.49 feet, to a 5 inch octagonal concrete monument found for corner; North 01 degrees 54 minutes 53 seconds West, a distance of 186.53 feet, to a 1/2 inch iron rod found for corner; South 27 degrees 16 minutes 46 seconds East, a distance of 199.73 feet, to a point for corner; North 82 degrees 48 minutes 00 seconds East, a distance of 107.21 feet, to a 1/2 inch iron rod found for corner; North 05 degrees 23 minutes 35 seconds East, a distance of 65.76 feet, to a point for corner; South 39 degrees 06 minutes 56 seconds East, a distance of 82.22 feet, to a 1/2 inch iron rod found for corner; South 87 degrees 26 minutes 50 seconds East, a distance of 106.99 feet, disturbed 5 inch octagonal concrete monument found for corner; South 83 degrees 55 minutes 08 seconds East, a distance of 352.97 feet, to a 5 inch octagonal concrete monument found for corner; South 84 degrees 27 minutes 14 seconds East, a distance of 98.84 feet, to a 1/2 inch iron rod found for corner; North 36 degrees 12 minutes 28 seconds East, a distance of 87.49 feet, to a point for corner; South 86 degrees 14 minutes 45 seconds East, a distance of 173.41 feet, to a 5/8 inch iron rod found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 51 of 63 Field Notes for 3834.1 Acres North 42 degrees 09 minutes 52 seconds East, a distance of 159.31 feet, to a 5/8 inch iron rod found for corner; and North 07 degrees 15 minutes 59 seconds East, a distance of 120.41 feet, to a point for corner at the Northeast corner of said 17.79 acres, at the Southwest corner of the above mentioned 0.853 acre tract (Tract AQ); Thence North 24 degrees 05 minutes 44 seconds West, along the West line of said 0.853 acres and along a West line of said 6166.56 acres, for a distance of 160.89 feet, to a point for corner; Thence North 01 degrees 16 minutes 28 seconds West, continuing along said lines, for a distance of 262.22 feet, to a 1/2 inch iron rod found for corner at the Northwest corner of said 0.853 acres and at a Northwest corner of said 6166.56 acres; Thence North 77 degrees 44 minutes 31 seconds East, along the North line of said 0.853 acres and along a North line of said 6166.56 acres, for a distance of 75.82 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of said 0.853 acres and at a Northeast corner of said 6166.56 acres; Thence South 06 degrees 24 minutes 46 seconds East, along the East line of said 0.853 acres and along an East line of said 6166.56 acres, for a distance of 243.14 feet, to a point for corner; Thence South 15 degrees 02 minutes 34 seconds East, continuing along said lines, for a distance of 183.92 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 0.853 acres, in the North line of said 628.5 acres and at a reentrant corner of said 6166.56 acres; Thence North 85 degrees 53 minutes 03 seconds East, along the North line of said 628.5 acres, for a distance of 363.72 feet, to a 1/2 inch iron rod found for corner at the West corner of the Jake Cole Howard called 1.03 acre tract (Volume 727 – Page 770); Thence along the South line of said 1.03 acres, along the North line of the remainder of said 628.5 acres and partially along a Northerly line of said 6166.56 acres as follows: South 53 degrees 36 minutes 07 seconds East, a distance of 99.65 feet, to a 5 inch octagonal concrete monument found for corner; South 50 degrees 36 minutes 31 seconds East, a distance of 160.07 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 52 of 63 Field Notes for 3834.1 Acres South 77 degrees 03 minutes 56 seconds East, departing from said 6166.56 acres, for a distance of 181.83 feet, to a 5 inch octagonal concrete monument found for corner in a Northerly line of same; North 24 degrees 09 minutes 57 seconds East, a distance of 60.28 feet, to a 5 inch octagonal concrete monument found for corner; North 10 degrees 56 minutes 10 seconds East, a distance of 176.10 feet, to a leaning 5 inch octagonal concrete monument found for corner at the Northeast corner of said 1.03 acres and at the Southwest corner of the above mentioned 3.55 acre tract (Tract AR); Thence North 06 degrees 31 minutes 01 seconds East, along a West line of said 6166.56 acres and along the West line of said 3.55 acres, for a distance of 383.63 feet, to a damaged 5 inch octagonal concrete monument found for corner; Thence North 22 degrees 08 minutes 17 seconds East, continuing along said lines, for a distance of 452.67 feet, to a 1/2 inch iron rod found for corner at the Northwest corner of said 3.55 acres and at a Northwest corner of said 6166.56 acres; Thence South 66 degrees 46 minutes 09 seconds East, along a North line of said 6166.56 acres and along the North line of said 3.55 acres, for a distance of 81.50 feet, to a 1/2 inch iron rod found for corner at the Northeast corner of said 3.55 acres and at a Northeast corner of said 6166.56 acres; Thence South 08 degrees 12 minutes 55 seconds West, along the East line of said 3.55 acres and along an East line of said 6166.56 acres, for a distance of 403.71 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of said 3.55 acres, at the West corner of the Jake Cole Howard called 1.62 acre tract (Volume 727 – Page 770) and in the North line of the remainder of said 628.5 acres; Thence along the Southwest line of said 1.62 acres, along the Northeast line of the residue of said 628.5 acres and along a Northeast line of said 6166.56 acres as follows: South 19 degrees 17 minutes 46 seconds East, a distance of 366.42 feet, to a 5 inch octagonal concrete monument found for corner; South 58 degrees 40 minutes 47 seconds East, a distance of 184.60 feet, to a 5 inch octagonal concrete monument found for corner; South 24 degrees 07 minutes 56 seconds East, a distance of 319.74 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 53 of 63 Field Notes for 3834.1 Acres South 61 degrees 06 minutes 46 seconds East, a distance of 125.10 feet, to a 5 inch octagonal concrete monument found for corner; and North 84 degrees 30 minutes 27 seconds East, a distance of 113.19 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of said 1.62 acres, at the Southwest corner of the Thomas E. Perry, Jr. called 22.787 acre tract (Volume 643 – Page 177), at the Northeast corner of the remainder of said 628.5 acres and at the Northwest corner of the above mentioned 30.737 acre tract (Tract AS); Thence along the North line of said 30.737 acres, the North line of said 6166.56 acres and the South line of said 22.787 acres as follows: North 65 degrees 50 minutes 02 seconds East, a distance of 304.96 feet, to a 1/2 inch iron rod found for corner; South 77 degrees 14 minutes 21 seconds East, a distance of 385.35 feet, to a 1/2 inch iron rod found for corner; South 42 degrees 11 minutes 56 seconds East, a distance of 170.22 feet, to a 1/2 inch iron rod found for corner; North 65 degrees 09 minutes 55 seconds East, a distance of 175.42 feet, to a 1/2 inch iron rod found for corner; South 46 degrees 13 minutes 53 seconds East, a distance of 235.28 feet, to a 1/2 inch iron rod found for corner; and North 63 degrees 47 minutes 45 seconds East, a distance of 224.85 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of said 30.737 acres, at the Southeast corner of said 22.787 acres, at the Southwest corner of a part of the Thomas E. Perry, Jr. called 106.567 acre tract (Volume 309 – Page 125) and at the Northwest corner of the above mentioned 33.024 acre tract (Tract AT); Thence along the North line of said 33.024 acres, along a North line of said 6166.56 acres and across said 106.567 acres, as follows: North 63 degrees 53 minutes 14 seconds East, a distance of 119.07 feet, to a 1/2 inch iron rod found for corner; North 00 degrees 18 minutes 00 seconds West, a distance of 418.40 feet, to a 1/2 inch iron rod found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 54 of 63 Field Notes for 3834.1 Acres South 59 degrees 54 minutes 21 seconds East, a distance of 313.39 feet, to a 1/2 inch iron rod found for corner; and North 69 degrees 03 minutes 14 seconds East, a distance of 578.45 feet, to a 3/8 inch iron rod found for corner in or near the Southerly North line of said 106.567 acres; Thence North 86 degrees 26 minutes 01 seconds East, along or near the Southerly North line of said 106.567 acres and along the North line of said 33.024 acres, for a distance of 45.79 feet, to a 3/8 inch iron rod found corner; Thence South 62 degrees 36 minutes 27 seconds East, along the Northeast line of said 33.024 acres, a Northeasterly line of said 6166.56 acres and across said 106.567 acres, for a distance of 232.64 feet, to a 3/8 inch iron rod found for corner; Thence South 27 degrees 18 minutes 39 seconds East, continuing along said lines, for a distance of 414.40 feet, to a 1/2 inch iron rod found for corner; Thence South 58 degrees 59 minutes 51 seconds East, continuing along said lines, for a distance of 108.90 feet, to a 5 inch octagonal concrete monument found for corner in the East line of said 106.567 acres, at the Northeast corner of said 33.024 acres, at the Northwest corner of the above mentioned 1.053 acre tract (Tract AU) and at a Southwest corner of the remainder of the Cecily P. Murphy called 106.567 acre tract (Volume 319 – Page 284); Thence South 59 degrees 18 minutes 16 seconds East, along the Northeast line of said 1.053 acres and across said Murphy tract, for a distance of 476.84 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of said 1.053 acres; Thence South 88 degrees 23 minutes 31 seconds West, along the South line of said 1.053 acres and continuing across said Murphy tract, for a distance of 276.60 feet, to a 1/2 inch iron rod found for corner at the Southwest corner of said 1.053 acres; Thence North 58 degrees 52 minutes 57 seconds West, along the Southwest line of said 1.053 acres continuing across said Murphy tract, for a distance of 142.73 feet, to a 5 inch octagonal concrete monument found for corner at the Westerly Southwest corner of said 1.053 acres, at a Southeast corner of said 33.024 acres, in the West line of said Murphy 106.567 acres and in the East line of said Perry 106.567 acre tract; Thence along the East line of said 33.024 acres, along an East line of said 6616.56 and across said Perry 106.567 acres as follows: LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 55 of 63 Field Notes for 3834.1 Acres North 59 degrees 01 minutes 31 seconds West, a distance of 406.78 feet, to a 3/8 inch iron rod found for corner; North 73 degrees 56 minutes 34 seconds West, a distance of 286.97 feet, to a point for corner; South 30 degrees 45 minutes 38 seconds East, a distance of 274.05 feet, 3/8 inch iron rod found for corner; South 45 degrees 29 minutes 48 seconds East, a distance of 353.47 feet, to a 3/8 inch iron rod found for corner; and South 70 degrees 53 minutes 18 seconds East, a distance of 264.66 feet, to a 5 inch octagonal concrete monument found for corner at a Northeast corner of said 33.024 acres, in the East line of said Perry 106.567 acres, in the West line of the Murphy 106.567 acres and at the Northwest corner of the above mentioned 0.541 acre tract (Tract AV); Thence South 70 degrees 47 minutes 36 seconds East, along the Northeast line of said 0.541 acres and across said Murphy 106.567 acres, for a distance of 361.70 feet, to a 1/2 inch iron rod found for corner at the East corner of said 0.541 acres; Thence South 86 degrees 08 minutes 59 seconds West, along the South line of said 0.541 acres and continuing across said Murphy 106.567 acres, continuing across said Perry 106.567 acres and along a South line of said 33.024 acres, for a distance of 600.44 feet, to a 3/8 inch iron rod found for corner at a reentrant corner of said 33.024 acres; Thence South 76 degrees 58 minutes 46 seconds East, along a North line of said 33.024 acres and across said Perry 106.567 acres, for a distance of 278.83 feet, to a damaged 5 inch octagonal concrete monument found for corner at a Northeast corner of said 33.024 acres, in the East line of said Perry 106.567 acres, in the West line of said Murphy 106.567 acres and at the Northwest corner of the above mentioned 10.838 acre tract (Tract AW); Thence along the North line of said 10.838 acres, along the North line of the above mentioned 1.748 acre tract (Tract AY), along a North line of said 6166.56 acres, across said Murphy 106.567 acres, along a Southerly line of a part of the Robert Douglas Perry, Sr. called 36.00 acre tract (Volume 1547 – Page 478) and along a Southerly line of a part of the Jared Perry called 18.09 acre tract (Volume 1551 – Page 90), as follows: South 76 degrees 35 minutes 26 seconds East, a distance of 164.79 feet, to a 3/8 inch iron rod found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 56 of 63 Field Notes for 3834.1 Acres South 45 degrees 49 minutes 28 seconds East, a distance of 180.12 feet to a 3/8 inch iron rod found for corner; North 55 degrees 45 minutes 25 seconds East, a distance of 240.24 feet, to a 1/2 inch iron rod found for corner; South 72 degrees 16 minutes 02 seconds East, a distance of 309.70 feet, to a point for corner; North 42 degrees 26 minutes 27 seconds East, a distance of 487.17 feet, to a point for corner; North 72 degrees 48 minutes 56 seconds East, a distance of 133.74 feet, to a 1/2 inch iron rod found for corner; South 64 degrees 06 minutes 47 seconds East, a distance of 279.31 feet, to a 1/2 inch iron rod found for corner; North 30 degrees 08 minutes 50 seconds East, a distance of 326.25 feet, to a 1/2 inch iron rod found for corner; South 77 degrees 05 minutes 37 seconds East, a distance of 329.78 feet, to a point for corner; and South 65 degrees 02 minutes 20 seconds East, departing from said 6166.56 acres, for a distance of 694.86 feet, to a 1/2 inch iron rod with cap set for corner at the Northeast corner of said 1.748 acres, in the East line of said 18.09 acres and in the West line of the Evelyn Pearl Ramey called 150 acre tract (Volume 689 – Page 695); Thence South 04 degrees 15 minutes 39 seconds East, along the East line of said 1.748 acres, along the East line of said 18.09 acres and along the West line of said 150 acres, for a distance of 79.94 feet, to a 1/2 inch iron rod with cap set for corner at the Southeast corner of said 1.748 acres, from which a 1/2 inch iron rod found at a Southeast corner of said 6166.56 acres bears North 04 degrees 15 minutes and 39 seconds West, a distance of 18.31 feet; Thence North 77 degrees 12 minutes 53 seconds West, along the South line of said 1.748 acres and across said 18.09 acres, for a distance of 141.91 feet, to a 1/2 inch iron rod found for corner a South line of said 6166.56 acres; Thence along the South line of said 1.748 acres, the South, East and Southerly North line of said 10.838 acres, across said 18.09 acres, across said 36.00 acres, across said Murphy 106.567 acres, along the North line of the above mentioned 2.656 acre tract (Tract AX) and along the boundary of said 6166.56 acres as follows: LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 57 of 63 Field Notes for 3834.1 Acres North 62 degrees 25 minutes 00 seconds West, a distance of 653.65 feet, to a point for corner; South 61 degrees 04 minutes 38 seconds West, a distance of 446.40 feet, to a 1/2 inch iron rod found for corner; North 83 degrees 37 minutes 10 seconds West, a distance of 418.95 feet, to a point for corner; South 36 degrees 36 minutes 13 seconds West, a distance of 508.59 feet, to a point for corner; South 34 degrees 29 minutes 17 seconds East, a distance of 247.54 feet, to a point for corner; South 24 degrees 10 minutes 25 seconds West, a distance of 188.32 feet, to a 3/8 inch iron rod found corner; South 74 degrees 27 minutes 30 seconds East, a distance of 906.12 feet, to a 1/2 inch iron rod found for corner; North 77 degrees 15 minutes 40 seconds East, a distance of 448.08 feet, to a point for corner; North 85 degrees 00 minutes 16 seconds East, a distance of 377.52 feet, to a 3/8 inch iron rod found for corner; South 31 degrees 28 minutes 11 seconds East, a distance of 229.48 feet, to a 1/2 inch iron rod found for corner; South 11 degrees 30 minutes 04 seconds East, a distance of 118.10 feet, 3/8 inch iron rod found for corner; and North 68 degrees 58 minutes 00 seconds East, a distance of 13.99 feet, to a 1/2 inch iron rod found for corner at the Southerly Northeast corner of said 2.656 acres, at a Southerly Northeast corner of said 6166.56 acres, in the East line of said 18.09 acres and in the West line of said 150 acres; Thence South 04 degrees 01 minutes 52 seconds East, along the East line of said 2.656 acres, the East line of said 18.09 acres, an East line of said 6166.56 acres and the West line of said 150 acres, for a distance of 58.98 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of said 2.656 acres and at a Southeast corner of said 6166.56 acres; Thence along the South line of said 2.656 acres, a Southerly line of said 6166.56 acres, across said 18.09 acres, across said 36.00 acres, across said Murphy 106.567 acres, along the South line of said 10.838 acres, along the South line of said 33.024 acres, across said Perry 106.567 acres, along LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 58 of 63 Field Notes for 3834.1 Acres the North line of the Thomas E. Perry, Jr. called 28.358 acre tract (Volume 643 – Page 177) and along the South line of said 30.737 acres as follows: South 67 degrees 08 minutes 04 seconds West, a distance of 92.64 feet, to a 1/2 inch iron rod found for corner; North 14 degrees 38 minutes 43 seconds West, a distance of 339.88 feet, to a 1/2 inch iron rod found for corner; South 65 degrees 09 minutes 38 seconds West, a distance of 291.28 feet, to a 1/2 inch iron rod found for corner; South 89 degrees 46 minutes 49 seconds West, a distance of 557.10 feet, to a point for corner; North 70 degrees 27 minutes 22 seconds West, a distance of 168.79 feet, to a point for corner; South 32 degrees 09 minutes 38 seconds West, a distance of 234.77 feet, to a 1/2 inch iron rod found for corner; North 38 degrees 51 minutes 19 seconds West, a distance of 191.81 feet, to a 1/2 inch iron rod found for corner; North 67 degrees 04 minutes 53 seconds West, a distance of 239.14 feet, to a 1/2 inch iron rod found for corner; North 73 degrees 11 minutes 29 seconds West, a distance of 203.27 feet, to a 3/8 inch iron rod found for corner; North 42 degrees 44 minutes 50 seconds West, a distance of 222.32 feet, to a 1/2 inch iron rod found for corner; North 05 degrees 02 minutes 23 seconds West, a distance of 282.79 feet, to a 1/2 inch iron rod found for corner; North 75 degrees 15 minutes 35 seconds West, a distance of 361.56 feet, to a point for corner; South 88 degrees 30 minutes 05 seconds West, a distance of 264.29 feet, to a 1/2 inch iron rod found for corner; North 83 degrees 16 minutes 33 seconds West, a distance of 76.58 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of said 10.838 acres and the Southeast corner of said 33.024 acres; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 59 of 63 Field Notes for 3834.1 Acres North 83 degrees 17 minutes 07 seconds West, a distance of 644.80 feet, to a 1/2 inch iron rod found for corner; North 61 degrees 36 minutes 36 seconds West, a distance of 674.07 feet, to a 3/8 inch iron rod found for corner; South 69 degrees 32 minutes 37 seconds West, a distance of 256.22 feet, to a 5 inch octagonal concrete monument found for corner; South 41 degrees 00 minutes 07 seconds West, a distance of 349.96 feet, to a 1/2 inch iron rod found for corner; South 86 degrees 59 minutes 17 seconds West, a distance of 538.90 feet, to a 1/2 inch iron rod found for corner; South 59 degrees 09 minutes 05 seconds West, a distance of 295.03 feet, to a 1/2 inch iron rod found for corner; and South 29 degrees 42 minutes 37 seconds West, a distance of 430.32 feet, to a 1/2 inch iron rod with cap set for corner at the Northwest corner of said 28.358 acres, in the East line of said 628.5 acres and at a reentrant corner of said 6166.56 acres; Thence South 04 degrees 28 minutes 03 seconds East, along the East line of said 628.5 acres, an East line of said 6166.56 acres and the West line of said 28.358 acres, for a distance of 1080.54 feet, to a 1/2 inch iron rod found for corner at the Southwest corner of said 28.358 acres and at the Northwest corner of the J.L. Clay called 92.3 acre tract (Volume 280 – Page 194); Thence South 03 degrees 22 minutes 55 seconds East, along the West line of said 92.3 acres and continuing along the East line of said 628.5 acres and said 6166.56 acres, for a distance of 773.81 feet, to a 1 inch iron rod found for corner at the Southeast corner of said 628.5 acres, at a Southeast corner of said 6166.56 acres, at the Southwest corner of said 92.3 acres and in the North line of the Speedman Beach Properties, LP called 515.21 acre tract (Volume 1180 – Page 722); Thence South 87 degrees 15 minutes 00 seconds West, along the South line of said 628.5 acres, a South line of said 6166.56 acres and the North line of said 515.21 acres, for a distance of 1026.04 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of said 515.21 acres and at the Northeast corner of the Russel Everett Ritz, et ux, Margaret called 105.436 acre tract (Volume 1160 – Page 616); LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 60 of 63 Field Notes for 3834.1 Acres Thence South 86 degrees 34 minutes 10 seconds West, along the North line of said 105.436 acres and continuing along the South line of said 628.5 acres and said 6166.56 acres, for a distance of 1919.34 feet, to a 1/2 inch iron rod found for corner at the Northwest corner of said 105.436 acres, at the Northeast corner of the above mentioned 221.808 acre tract (Tract AO) and at a reentrant corner of said 6166.56 acres; Thence South 02 degrees 26 minutes 21 seconds East, along the East line of said 221.808 acres, an East line of said 6166.56 acres and along the West line of said 105.436 acres, for a distance of 2366.30 feet, to a bent 2 inch iron pipe found for corner at the Southwest corner of said 105.436 acres, at the Southeast corner of said 221.808 acres. at a Southeast corner of said 6166.56 acres, at the Northwest corner of the Russel Everett Ritz, et ux, Margaret called 102.27 acre tract (Volume 1085 – Page 539) and at the Northeast corner of the remainder of the Penelope Sue Thomas called 249.73 acre tract (Volume 898 – Page 708); Thence South 86 degrees 33 minutes 36 seconds West, along the North line of said Thomas tract, along the South line of said 221.808 acres and along a South line of said 6166.56 acres, for a distance of 2062.97 feet, to a 1/2 inch iron rod with cap set for corner at the Northwest corner of said Thomas tract, at the Northeast corner of the above mentioned 41.361 acre tract (Tract AN) and at a reentrant corner of said 6166.56 acres; Thence South 03 degrees 44 minutes 40 seconds East, along the East line of said 41.361 acres, along an East line of said 6166.56 acres and along the West line of said Thomas tract, for a distance of 892.83 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 41.361 acres, at a Southeast corner of said 6166.56 acres, at the Northerly Southwest corner of said Thomas tract and in the North line of the Penelope Sue Thomas called 165.47 acre tract (Volume 898 – Page 708, see also Volume 118 – Page 113); Thence South 86 degrees 13 minutes 57 seconds West, along the North line of said 165.47 acres, along the South line of said 41.361 acres and along a South line of said 6166.56 acres, for a distance of 899.91 feet, to a 5 inch octagonal concrete monument found for corner at the Northerly Northwest corner of said 165.47 acres and at the East corner of the above mentioned 11.525 acre tract (Tract AM); Thence South 45 degrees 37 minutes 15 seconds West, along the Southeast line of said 11.525 acres, along a Southeast line of said 6116.56 acres and along a Northwest line of said 165.47 acres, for a distance of 1448.57 feet, to a 1/2 inch iron rod with cap set for corner at the South corner of said 11.525 acres, at the Southerly Northwest corner of said 165.47 acres, at the Northeast corner of the above mentioned 138.022 acre tract (Tract AL) and at a reentrant corner of said 6166.56 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 61 of 63 Field Notes for 3834.1 Acres acres, from which a concrete monument found for witness bears North 47 degrees 33 minutes and 19 seconds East, a distance of 20.22 feet; Thence South 03 degrees 53 minutes 18 seconds East, along the East line of said 138.022 acres, along an East line of said 6166.56 acres and along the West line of said 165.47 acres, for a distance of 1547.60 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 138.022 acres, at a Southeast corner of said 6166.56 acres and at the Northeast corner of the remainder of the Daniel E. Gross called 34.350 acre tract (Volume 317 – Page 214); Thence South 85 degrees 50 minutes 10 seconds West, along the North line of said 34.350 acres, along the South line of said 138.022 acres and along a South line of said 6166.56 acres, for a distance of 1650.32 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of the above mentioned 19.845 acre tract (Tract AK); Thence South 03 degrees 24 minutes 28 seconds East, across said 34.350 acre and along the East line of said 19.845 acres, for a distance of 381.41 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 19.845 acres, at the Northeast corner of the above mentioned 9.926 acre tract (Tract AJ) and at the Northwest corner of the Heather L. Middlebrooks, et vir, Matthew called 7.24 acre tract (Volume 1386 – Page 219); Thence South 03 degrees 31 minutes 08 seconds East, along the East line of said 9.926 acres and the West line of said 7.24 acres, for a distance of 191.07 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of said 9.926 acres, at the Southwest corner of said 7.24 acres, at the Northwest corner of the Terry T. Dunn, et ux, Kara called 7.25 acre tract (Volume 1285 – Page 834) and at the Northeast corner of the above mentioned 9.931 acre tract (Tract AI); Thence South 03 degrees 26 minutes 51 seconds East, along the East line of said 9.931 acres and the West line of said 7.25 acres, for a distance of 191.27 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of said 7.25 acres, at the Northwest corner of the Ryan Cole, et ux, Chesney called 7.25 acre tract (Volume 1372 – Page 102), at the Southeast corner of said 9.931 acres and at the Northeast corner of the above mentioned 9.916 acre tract (Tract AH); Thence South 03 degrees 28 minutes 03 seconds East, along the East line of said 9.916 acres and the West line of the Cole 7.25 acres, for a distance of 191.23 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of said Cole 7.25 acres, at the Southeast corner of said 9.916 acres, at a Southeast corner of said 6166.56 acres and in the North line of the Richard Bushman, et ux, Pamela called 34.37 acre tract (Volume 1550 – Page 163); LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 62 of 63 Field Notes for 3834.1 Acres Thence South 85 degrees 50 minutes 44 seconds West, along the South line of said 9.916 acres, along the North line of said 34.37 acres and along a South line of said 6166.56 acres, for a distance of 2257.75 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of said 9.916 acres, at the Northwest corner of said 34.37 acres, at the Northeast corner of the Roy E. Gilbert, et ux, Sheryl called 53.07 acre tract (Instrument 2019-304328) and at the Southeast corner of the above mentioned 33.399 acre tract (Tract AG); Thence North 70 degrees 34 minutes 56 seconds West, along the Southwest line of said 33.399 acres and the Northeast line of said 53.07 acres, for a distance of 2830.92 feet, to a 5 inch octagonal concrete monument found for corner at the West corner of said 33.399 acres, at the North corner of said 53.07 acres, at the Southerly Southwest corner of the above mentioned 28.304 acre tract (Tract AF), at a Southwest corner of said 6116.56 acres and in the East line of the remainder of the Roy E. Gilbert, et ux, Sheryl called 98.160 acre tract (Volume 980 – Page 76); Thence North 04 degrees 16 minutes 45 seconds West, along the West line of said 28.304 acres, along a West line of said 6166.56 acres and along the East line of said 98.160 acres, for a distance of 171.35 feet, to a point for corner in a bale of hay at the Northeast corner of said 98.160 acres, at the Southerly Northwest corner of said 28.304 acres, in the South line of the above mentioned 77.884 acre tract (Tract AB) and at a reentrant corner of said 6166.56 acres; Thence South 86 degrees 20 minutes 42 seconds West, along the South line of said 6166.56 acres, along the South line of said 77.884 acres and along the North line of said 98.160 acres, for a distance of 1138.32 feet, to a 1/2 inch iron rod found for corner at the Southwest corner of said 77.884 acres and at the Southeast corner of the above mentioned 5.589 acre tract (Tract BA); Thence South 86 degrees 16 minutes 20 seconds West, along the North line of said 98.160 acres, along the North line of the Kenneth S. Keally, et ux, Amy called 10.50 acre tract (Volume 1286 – Page 778), along the South line of said 5.589 acres, along the South line of the above mentioned tract (Tract BH) and along the South line of said 6166.56 acres, at a distance of 1059.44 feet, pass a 1/2 inch iron rod found at the Southwest corner of said 5.589 acres and the Southeast corner of said Tract BH, at a distance of 1109.67 feet, pass a 1/2 inch iron rod at the Northwest corner of said 10.50 acres and the Southwest corner of said Tract BH and continue for a total distance of 1258.95 feet, to the place of beginning and containing 3834.1 acres. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 63 of 63 Field Notes for 3834.1 Acres I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 13 Field Notes for 411.05 Acres October 29, 2020 Field Notes for GCERG 411.05 Acres – Tract 2 Philip Goodbread Survey A-223 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Philip Goodbread Survey A-223, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE D (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 425.126 N (part) Walter L. Penberthy et al Texas Municipal Power Agency 371 595 1/5/1979 482.86 X (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 477.578 Y (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 669.944 Z (part) Kennard E. Trant Texas Municipal Power Agency 378 728 5/30/1979 196.401 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 13 Field Notes for 411.05 Acres AC (part) Howard K. Smith Texas Municipal Power Agency 354 900 9/14/1977 97.362 AC (part) Ernest V. Siracusa Texas Municipal Power Agency 354 900 9/14/1977 97.362 AD (part) Kathleen Mckee Doremus Texas Municipal Power Agency 353 72 7/29/1977 146.772 BD (part) County of Grimes Texas Municipal Power Agency 363 509 7/19/1978 36.101 BF (part) Southern Pacific Transportation Company Texas Municipal Power Agency 413 707 1/13/1981 5.14 BG (part) Southern Pacific Transportation Company Texas Municipal Power Agency 413 707 1/13/1981 1.4 METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod with cap set for corner (Texas Central NAD 1983 coordinate value of {N: 10,212,431.46}{E: 3,631,253.40}) in a chain link fence in the South line of said 6166.56 acres, from which a 1/2 inch iron rod found at the Southwest corner of said 6166.56 acres in the North line of the above mentioned 196.401 acre tract (Tract Z) and in the South line of the above mentioned 477.578 acre tract (Tract Y), bears South 86 degrees 19 minutes and 39 seconds West, a distance of 1785.56 feet; Thence along the partially occupied South line of said 6166.56 acres and across said 196.401 acres as follows: LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 13 Field Notes for 411.05 Acres North 86 degrees 04 minutes 05 seconds East, a distance of 34.37 feet, to a chain link fence post found for corner; North 85 degrees 42 minutes 49 seconds East, a distance of 175.68 feet, to a chain link fence post found for corner; North 14 degrees 59 minutes 13 seconds West, a distance of 20.31 feet, to a chain link fence post found for corner; North 73 degrees 09 minutes 54 seconds East, a distance of 35.67 feet, to a chain link fence post found for corner; North 62 degrees 41 minutes 21 seconds East, a distance of 58.10 feet, to a T-post found for corner; North 61 degrees 52 minutes 52 seconds East, a distance of 88.41 feet, to a 1/2 inch iron rod found for corner at the P.C. of a non-tangent curve to the left; Southeasterly with said curve to the left which has a central angle of 70 degrees 37 minutes 41 seconds, a radius of 710.24 feet, a chord bearing of South 52 degrees 00 minutes 36 seconds East, for a chord distance of 821.12feet, to a point for corner at the point of reverse curvature, from which a 1/2 inch iron rod found for corner bears South 03 degrees 53 minutes and 18 seconds West, a distance of 0.51 feet; Southeasterly with a reverse curve to the right which has a central angle of 37 degrees 14 minutes 31 seconds, a radius of 99.42feet, a chord bearing of South 68 degrees 42 minutes 11 seconds East, for a chord distance of 63.49feet, to a 1/2 inch iron rod found for corner; South 50 degrees 04 minutes 56 seconds East, a distance of 61.76 feet, to a chain link fence post found for corner; North 74 degrees 38 minutes 42 seconds East, a distance of 425.85 feet, to a chain link fence post found for corner; South 58 degrees 54 minutes 29 seconds East, a distance of 333.25 feet, to a chain link fence post found for corner; South 55 degrees 06 minutes 01 seconds East, a distance of 386.28 feet, , to a chain link fence post found for corner; for corner; South 55 degrees 33 minutes 20 seconds East, a distance of 157.91 feet, to a chain link fence post found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 13 Field Notes for 411.05 Acres and South 55 degrees 46 minutes 15 seconds East, a distance of 258.64 feet, to a 1/2 inch iron rod with cap set for corner Thence North 00 degrees 09 minutes 46 seconds West, across said 6166.56 acres and said 196.401 acres, a distance of 1006.27 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 86 degrees 58 minutes 29 seconds East, continuing across said tracts, across the above mentioned 5.14 acre tract (Tract BF), across the above mentioned 36.101 acre tract (Tract BD) and across the above mentioned 97.362 acre tract (Tract AC), for a distance of 821.50 feet, to a mag nail set for corner; Thence North 02 degrees 12 minutes 52 seconds East, across said 6166.56 acres, across said 97.362 acres, across the above mentioned 146.772 acre tract (Tract AD) and across the above mentioned 1.4 acre tract (Tract BG), for a distance of 1338.05 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 88 degrees 49 minutes 57 seconds East, continuing across said 6166.56 acres, across said 1.4 acres and across said 669.944 acres (Tract Y), for a distance of 1087.05 feet, to a 1/2 inch iron rod with cap set for corner on the 250 foot contour line along the West side of Gibbons Creek Reservoir; Thence along said 250 foot contour line and across said 6166.56 acres and across said 669.944 acres tract (Tract Y) as follows: North 09 degrees 24 minutes 20 seconds West, a distance of 75.31 feet, to a 1/2 inch iron rod with cap set for corner; North 24 degrees 09 minutes 54 seconds West, a distance of 72.93 feet, to a 1/2 inch iron rod with cap set for corner; South 79 degrees 58 minutes 04 seconds West, a distance of 85.91 feet, to a 1/2 inch iron rod with cap set for corner; North 64 degrees 17 minutes 26 seconds West, a distance of 111.70 feet, to a 1/2 inch iron rod with cap set for corner; North 40 degrees 53 minutes 10 seconds East, a distance of 56.65 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 5 of 13 Field Notes for 411.05 Acres North 60 degrees 51 minutes 42 seconds West, a distance of 213.36 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 16 degrees 46 minutes 08 seconds East, leaving said 250 foot contour and crossing said reservoir, for a distance of 453.76 feet, to a 1/2 inch iron rod with cap set for corner on said 250 foot contour line; Thence along said 250 foot contour, continuing across said 669.944 acres, across said 6166.56 acres and across the above mentioned 482.86 acre tract (Tract N), as follows: South 78 degrees 49 minutes 56 seconds East, a distance of 363.60 feet, to a 1/2 inch iron rod with cap set for corner; South 74 degrees 21 minutes 45 seconds East, a distance of 840.17 feet, to a 1/2 inch iron rod with cap set for corner; North 53 degrees 33 minutes 53 seconds East, a distance of 38.21 feet, to a 1/2 inch iron rod with cap set for corner; North 07 degrees 49 minutes 05 seconds West, a distance of 117.83 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 08 minutes 47 seconds West, a distance of 193.60 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 30 minutes 53 seconds West, a distance of 285.63 feet, to a 1/2 inch iron rod with cap set for corner; North 54 degrees 07 minutes 55 seconds West, a distance of 128.24 feet, to a 1/2 inch iron rod with cap set for corner; North 33 degrees 00 minutes 43 seconds West, a distance of 102.30 feet, to a 1/2 inch iron rod with cap set for corner; North 41 degrees 04 minutes 17 seconds West, a distance of 308.71 feet, to a 1/2 inch iron rod with cap set for corner; North 15 degrees 15 minutes 04 seconds West, a distance of 167.60 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 07 minutes 06 seconds West, a distance of 484.74 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 6 of 13 Field Notes for 411.05 Acres North 28 degrees 52 minutes 32 seconds West, a distance of 206.68 feet, to a 1/2 inch iron rod with cap set for corner; North 64 degrees 11 minutes 16 seconds West, a distance of 134.07 feet, to a 1/2 inch iron rod with cap set for corner; North 73 degrees 01 minutes 44 seconds West, a distance of 131.69 feet, to a 1/2 inch iron rod with cap set for corner; South 88 degrees 20 minutes 15 seconds West, a distance of 180.58 feet, to a 1/2 inch iron rod with cap set for corner; North 75 degrees 05 minutes 11 seconds West, a distance of 121.14 feet, to a 1/2 inch iron rod with cap set for corner; North 33 degrees 06 minutes 35 seconds West, a distance of 38.22 feet, to a 1/2 inch iron rod with cap set for corner; South 59 degrees 41 minutes 53 seconds West, a distance of 30.65 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 49 minutes 12 seconds West, a distance of 67.87 feet, to a 1/2 inch iron rod with cap set for corner; South 55 degrees 07 minutes 27 seconds West, a distance of 44.54 feet, to a 1/2 inch iron rod with cap set for corner; North 68 degrees 26 minutes 38 seconds West, a distance of 30.14 feet, to a 1/2 inch iron rod with cap set for corner; North 12 degrees 38 minutes 19 seconds East, a distance of 64.74 feet, to a 1/2 inch iron rod with cap set for corner; North 47 degrees 56 minutes 01 seconds West, a distance of 82.56 feet, to a 1/2 inch iron rod with cap set for corner; South 58 degrees 25 minutes 21 seconds West, a distance of 89.49 feet, to a 1/2 inch iron rod with cap set for corner; South 00 degrees 06 minutes 50 seconds West, a distance of 20.45 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 7 of 13 Field Notes for 411.05 Acres South 61 degrees 07 minutes 49 seconds West, a distance of 36.69 feet, to a 1/2 inch iron rod with cap set for corner; North 24 degrees 59 minutes 55 seconds East, a distance of 37.77 feet, to a 1/2 inch iron rod with cap set for corner; North 31 degrees 42 minutes 16 seconds East, a distance of 104.81 feet, to a 1/2 inch iron rod with cap set for corner; North 65 degrees 23 minutes 40 seconds East, a distance of 40.15 feet, to a 1/2 inch iron rod with cap set for corner; North 11 degrees 58 minutes 19 seconds West, a distance of 84.70 feet, to a 1/2 inch iron rod with cap set for corner; North 51 degrees 19 minutes 05 seconds East, a distance of 107.25 feet, to a 1/2 inch iron rod with cap set for corner; North 02 degrees 56 minutes 29 seconds West, a distance of 53.15 feet, to a 1/2 inch iron rod with cap set for corner; North 76 degrees 06 minutes 55 seconds East, a distance of 189.83 feet, to a 1/2 inch iron rod with cap set for corner; North 03 degrees 44 minutes 10 seconds West, a distance of 80.70 feet, to a 1/2 inch iron rod with cap set for corner; North 44 degrees 04 minutes 23 seconds East, a distance of 305.71 feet, to a 1/2 inch iron rod with cap set for corner; North 04 degrees 34 minutes 27 seconds West, a distance of 183.93 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 00 minutes 10 seconds West, a distance of 95.62 feet, to a 1/2 inch iron rod with cap set for corner; and South 79 degrees 35 minutes 50 seconds West, a distance of 508.22 feet, to a 1/2 inch iron rod with cap set for corner on the East side of the causeway crossing said reservoir; Thence South 74 degrees 48 minutes 11 seconds West, leaving said 250 foot contour line, crossing said causeway and continuing across said 482.86 acres, across said 36.101 acres and across the LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 8 of 13 Field Notes for 411.05 Acres above mentioned 425.126 acre tract (Tract D), a distance of 176.08 feet, to a 1/2 inch iron rod with cap set for corner on the west side of said causeway, on said 250 foot contour line; Thence along said 250 foot contour line, continuing across said 6166.56 acres, across said 425.126 acres, across the above mentioned 98.089 acre tract (Tract H), across the above mentioned 100.398 acre tract (Tract F) and across the above mentioned 173.078 acre tract (Tract B) as follows: South 06 degrees 06 minutes 55 seconds West, a distance of 237.21 feet, to a 1/2 inch iron rod with cap set for corner; North 63 degrees 55 minutes 14 seconds West, a distance of 100.17 feet, to a 1/2 inch iron rod with cap set for corner; South 64 degrees 00 minutes 06 seconds West, a distance of 110.74 feet, to a 1/2 inch iron rod with cap set for corner; and South 71 degrees 11 minutes 43 seconds West, a distance of 45.53 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 46 degrees 44 minutes 51 seconds West, continuing across said tracts and across said reservoir, leaving said 250 foot contour line, for a distance of 203.63 feet, to a 1/2 inch iron rod with cap set for corner on said 250 foot contour; Thence across said 6166.56 acres, across said 425.126 acres and along said 250 foot contour line as follows: North 16 degrees 25 minutes 56 seconds East, a distance of 12.38 feet, to a 1/2 inch iron rod with cap set for corner; North 49 degrees 38 minutes 55 seconds East, a distance of 23.53 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 07 minutes 01 seconds West, a distance of 27.66 feet, to a 1/2 inch iron rod with cap set for corner; North 53 degrees 33 minutes 37 seconds East, a distance of 40.79 feet, to a 1/2 inch iron rod with cap set for corner; North 37 degrees 26 minutes 52 seconds East, a distance of 20.49 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 9 of 13 Field Notes for 411.05 Acres North 50 degrees 01 minutes 08 seconds East, a distance of 48.38 feet, to a 1/2 inch iron rod with cap set for corner; North 15 degrees 31 minutes 37 seconds East, a distance of 37.35 feet, to a 1/2 inch iron rod with cap set for corner; North 34 degrees 58 minutes 57 seconds East, a distance of 38.28 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 00 minutes 05 seconds East, a distance of 36.26 feet, to a 1/2 inch iron rod with cap set for corner; North 07 degrees 47 minutes 47 seconds East, a distance of 131.84 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 36 minutes 44 seconds West, a distance of 93.64 feet, to a 1/2 inch iron rod with cap set for corner; North 15 degrees 32 minutes 52 seconds West, a distance of 78.39 feet, to a 1/2 inch iron rod with cap set for corner; North 30 degrees 50 minutes 06 seconds West, a distance of 37.72 feet, to a 1/2 inch iron rod with cap set for corner; South 79 degrees 14 minutes 55 seconds West, a distance of 32.54 feet, to a 1/2 inch iron rod with cap set for corner; North 40 degrees 40 minutes 59 seconds West, a distance of 13.22 feet, to a 1/2 inch iron rod with cap set for corner; North 70 degrees 57 minutes 52 seconds East, a distance of 25.82 feet, to a 1/2 inch iron rod with cap set for corner; North 51 degrees 56 minutes 07 seconds East, a distance of 14.74 feet, to a 1/2 inch iron rod with cap set for corner; North 58 degrees 47 minutes 09 seconds West, a distance of 18.17 feet, to a 1/2 inch iron rod with cap set for corner; North 00 degrees 29 minutes 02 seconds West, a distance of 8.59 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 10 of 13 Field Notes for 411.05 Acres North 53 degrees 47 minutes 33 seconds East, a distance of 28.62 feet, to a 1/2 inch iron rod with cap set for corner; North 20 degrees 03 minutes 15 seconds West, a distance of 18.95 feet, to a 1/2 inch iron rod with cap set for corner; South 62 degrees 21 minutes 37 seconds West, a distance of 21.17 feet, to a 1/2 inch iron rod with cap set for corner; North 31 degrees 39 minutes 04 seconds East, a distance of 21.47 feet, to a 1/2 inch iron rod with cap set for corner; North 23 degrees 06 minutes 36 seconds West, a distance of 80.07 feet, to a 1/2 inch iron rod with cap set for corner; North 08 degrees 17 minutes 22 seconds West, a distance of 91.15 feet, to a 1/2 inch iron rod with cap set for corner; North 23 degrees 35 minutes 11 seconds West, a distance of 90.82 feet, to a 1/2 inch iron rod with cap set for corner; North 54 degrees 32 minutes 39 seconds West, a distance of 34.04 feet, to a 1/2 inch iron rod with cap set for corner; North 09 degrees 32 minutes 03 seconds West, a distance of 19.27 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 24 minutes 35 seconds West, a distance of 48.36 feet, to a 1/2 inch iron rod with cap set for corner; North 52 degrees 26 minutes 35 seconds West, a distance of 136.16 feet, to a 1/2 inch iron rod with cap set for corner; North 84 degrees 52 minutes 56 seconds West, a distance of 51.39 feet, to a 1/2 inch iron rod with cap set for corner; South 23 degrees 41 minutes 01 seconds West, a distance of 35.83 feet, to a 1/2 inch iron rod with cap set for corner; North 57 degrees 30 minutes 20 seconds West, a distance of 5.88 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 11 of 13 Field Notes for 411.05 Acres North 07 degrees 32 minutes 11 seconds West, a distance of 33.26 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 07 minutes 26 seconds West, a distance of 34.56 feet, to a 1/2 inch iron rod with cap set for corner; South 31 degrees 21 minutes 55 seconds West, a distance of 103.38 feet, to a 1/2 inch iron rod with cap set for corner; North 64 degrees 21 minutes 28 seconds West, a distance of 48.59 feet, to a 1/2 inch iron rod with cap set for corner; North 09 degrees 46 minutes 26 seconds East, a distance of 49.70 feet, to a 1/2 inch iron rod with cap set for corner; North 16 degrees 23 minutes 11 seconds West, a distance of 36.20 feet, to a 1/2 inch iron rod with cap set for corner; South 79 degrees 30 minutes 13 seconds West, a distance of 61.67 feet, to a 1/2 inch iron rod with cap set for corner; North 50 degrees 04 minutes 36 seconds West, a distance of 19.47 feet, to a 1/2 inch iron rod with cap set for corner; North 50 degrees 01 minutes 07 seconds East, a distance of 73.41 feet, to a 1/2 inch iron rod with cap set for corner; North 61 degrees 49 minutes 51 seconds West, a distance of 37.99 feet, to a 1/2 inch iron rod with cap set for corner; North 86 degrees 23 minutes 21 seconds East, a distance of 33.35 feet, to a 1/2 inch iron rod with cap set for corner; South 84 degrees 13 minutes 43 seconds East, a distance of 67.04 feet, to a 1/2 inch iron rod with cap set for corner; North 73 degrees 15 minutes 05 seconds East, a distance of 35.85 feet, to a 1/2 inch iron rod with cap set for corner; North 88 degrees 00 minutes 27 seconds East, a distance of 31.43 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 12 of 13 Field Notes for 411.05 Acres North 35 degrees 59 minutes 21 seconds East, a distance of 64.53 feet, to a 1/2 inch iron rod with cap set for corner; North 02 degrees 56 minutes 43 seconds West, a distance of 41.06 feet, to a 1/2 inch iron rod with cap set for corner; North 17 degrees 21 minutes 33 seconds West, a distance of 111.03 feet, to a 1/2 inch iron rod with cap set for corner; North 65 degrees 38 minutes 11 seconds West, a distance of 69.21 feet, to a 1/2 inch iron rod with cap set for corner; South 64 degrees 16 minutes 48 seconds West, a distance of 35.03 feet, to a 1/2 inch iron rod with cap set for corner; North 89 degrees 54 minutes 53 seconds West, a distance of 61.65 feet, to a 1/2 inch iron rod with cap set for corner; North 57 degrees 17 minutes 14 seconds West, a distance of 80.75 feet, to a 1/2 inch iron rod with cap set for corner; and South 57 degrees 56 minutes 30 seconds West, a distance of 49.90 feet, to a 1/2 inch iron rod with cap set for corner; Thence South 59 degrees 26 minutes 36 seconds West, continuing across said tracts and leaving said contour line, for a distance of 2694.05 feet, to a mag nail set for corner in the center of the asphalt road leading to the TMPA Power Plant and being in a curve; Thence continuing across said tracts, along said centerline and with said curve to the right which has a central angle of 00 degrees 58 minutes 28 seconds, a radius of 1145.79 feet, and a chord bearing of South 20 degrees 44 minutes 35 seconds East, for a chord distance of 19.49feet, to a point for corner at the P.T. of said curve; Thence South 20 degrees 15 minutes 21 seconds East, continuing across said tracts and along said centerline, for a distance of 97.13 feet, to a point for corner; Thence South 20 degrees 18 minutes 10 seconds East, continuing across said tracts and along said centerline for a distance of 590.31 feet, to a point for corner at the P.C. of a curve; Thence continuing across said tracts across said 477.578 acres, along said centerline and with said curve to the left which has a central angle of 33 degrees 22 minutes 10 seconds, a radius of 1111.43 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 13 of 13 Field Notes for 411.05 Acres feet, a chord bearing of South 36 degrees 59 minutes 15 seconds East, for a chord distance of 638.20 feet, to a point for corner at the P.T. of said curve; Thence South 53 degrees 16 minutes 17 seconds East, continuing along said centerline and across said 477.578 acres, for a distance of 365.84 feet, to a mag nail set for corner; Thence continuing across said 6166.56 acres and said 477.578 acres as follows: South 36 degrees 27 minutes 00 seconds West, a distance of 136.63 feet, to a 1/2 inch iron rod with cap set for corner; South 18 degrees 59 minutes 18 seconds West, a distance of 2893.04 feet, to a 1/2 inch iron rod with cap set for corner; and South 03 degrees 53 minutes 22 seconds East, a distance of 231.55 feet, to the place of beginning and containing 448.40 acres, less and except a called 19.68 acre tract (found by resurvey to contain 19.68 acres), described by certified field notes prepared by S.M. Kling, R.P.L.S. #2003, on September 2, 2016 and also less and except a 17.67 acre tract (TRACT 3) of land described by plat and field notes of even date and seal, leaving a NET TOTAL OF 411.05 ACRES. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 3 Field Notes for 411.05 Acres October 29, 2020 Field Notes for GCERG 17.67 Acres – Tract 3 Philip Goodbread Survey A-223 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Philip Goodbread Survey A-223, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE X (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 477.578 METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod with cap set for corner (Texas Central NAD 1983 coordinate value of {N: 10,214,501.25}{E: 3,632,039.63}), from which a 1/2 inch iron rod found at the Southwest corner of said 6166.56 acres and in the South line of the above mentioned 477.578 acre tract, bears South 49 degrees 37 minutes and 02 seconds West, a distance of 3371.53 feet; Thence across said 6166.56 acres and across said 477.578 acres as follows North 18 degrees 59 minutes 18 seconds East, a distance of 809.95 feet, to a 1/2 inch iron rod with cap set for corner; North 25 degrees 41 minutes 49 seconds East, a distance of 179.28 feet, to a mag nail set for corner in an asphalt road; South 62 degrees 21 minutes 14 seconds East, a distance of 42.36 feet, to a 6 inch diameter bollard found and designated for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 3 Field Notes for 411.05 Acres South 63 degrees 59 minutes 27 seconds East, a distance of 23.65 feet, to a 6 inch diameter bollard found and designated for corner; South 65 degrees 06 minutes 33 seconds East, a distance of 43.02 feet, to a 6 inch diameter bollard found and designated for corner; South 67 degrees 28 minutes 01 seconds East, a distance of 131.47 feet, to a point for corner; South 77 degrees 02 minutes 09 seconds East, a distance of 58.61 feet, to a point for corner at the P.C. of a curve; Southeasterly with said curve to the left which has a central angle of 10 degrees 25 minutes 42 seconds, a radius of 1660.82 feet, a chord bearing of South 82 degrees 15 minutes 00 seconds East, for a chord distance of 301.87 feet, to a point for corner at the P.T. of said curve; North 89 degrees 49 minutes 47 seconds East, a distance of 74.92 feet, to a mag nail set at the centerline intersection of two roads; South 00 degrees 07 minutes 06 seconds East, a distance of 848.45 feet, to a mag nail set for corner; South 89 degrees 15 minutes 31 seconds West, a distance of 752.54 feet, to a 1/2 inch iron rod with cap set for corner; and North 71 degrees 00 minutes 42 seconds West, a distance of 254.80 feet, to the place of beginning and containing 17.67 acres. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 3 Field Notes for 411.05 Acres I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 5 Field Notes for 106.66 Acres October 29, 2020 Field Notes for GCERG 106.66 Acres – Tract 4 Philip Goodbread Survey A-223 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Philip Goodbread Survey A-223, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE Y (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 669.944 Z (part) Kennard E. Trant Texas Municipal Power Agency 378 728 5/30/1979 196.401 AA (all) Frank Kolbasinski Jr. et al Texas Municipal Power Agency 353 202 7/23/1977 19.988 AB (part Frank Kolbasinski Jr. et al Texas Municipal Power Agency 353 202 7/23/1977 77.884 AC (part) Ernest V. Siracusa Texas Municipal Power Agency 354 900 9/14/1977 97.362 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 5 Field Notes for 106.66 Acres AD (part) Kathleen Mckee Doremus Texas Municipal Power Agency 353 72 7/29/1977 146.772 BD (part) County of Grimes Texas Municipal Power Agency 363 509 7/19/1978 36.101 BF (part) Southern Pacific Transportation Company Texas Municipal Power Agency 413 707 1/13/1981 5.14 BG (part) Southern Pacific Transportation Company Texas Municipal Power Agency 413 707 1/13/1981 1.4 BH Frank Kolbasinski Jr. et al Texas Municipal Power Agency 353 302 7/23/1977 Remainder of 96.188 METES AND BOUNDS DESCRIPTION Commencing at a 1/2 inch iron rod found for corner at the most Southerly Southwest corner of the above mentioned 6166.56 acre tract, in the West line of the above mentioned 5.14 acre tract (Tract BF), in the East line of the above mentioned 196.401 acre tract (Tract Z) and said commencing point has a Texas Central NAD 83 coordinate value of (N: 10,210,505.11) (E: 3,634,301.91); Thence North 02 degrees 16 minutes and 11 seconds East, along the West line of said 5.14 acres, along a West line of said 6166.56 acres and the East line of said 196.401 acres, for a distance of 881.33 feet, to a 1/2 inch iron rod found for corner at a reentrant corner of said 6166.56 acres; Thence North 86 degrees 51 minutes 22 seconds East, across said 6166.56 acres, across said 5.14 acres, across the above mentioned 36.101 acre tract (Tract BD), across the remainder of the above mentioned 96.188 acre tract (Tract BH), across the above mentioned 19.988 acre tract (Tract AA) and across the above mentioned 77.884 acre tract (Tract AB), for a distance of 1618.54 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 5 Field Notes for 106.66 Acres Thence North 01 degrees 35 minutes 11 seconds East, continuing across said 6166.56 acres, across said 77.884 acres and across the above mentioned 97.362 acre tract (Tract AC), for a distance of 384.21 feet, to a 1/2 inch iron rod with cap set for corner on the 250 foot contour line around Gibbon’s Creek Reservoir; Thence along said 250 foot contour line and across said 6166.56 acres, across said 97.362 acres, across the above mentioned 146.772 acre tract (Tract AD) and across the above mentioned 669.944 acre tract (Tract Y) as follows: North 26 degrees 51 minutes 46 seconds West, a distance of 104.57 feet, to a 1/2 inch iron rod with cap set for corner; North 04 degrees 58 minutes 05 seconds West, a distance of 169.39 feet, to a 1/2 inch iron rod with cap set for corner; North 03 degrees 12 minutes 17 seconds East, a distance of 135.87 feet, to a 1/2 inch iron rod with cap set for corner; North 07 degrees 28 minutes 03 seconds East, a distance of 82.21 feet, to a 1/2 inch iron rod with cap set for corner; North 47 degrees 20 minutes 48 seconds East, a distance of 112.66 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 22 minutes 39 seconds East, a distance of 94.37 feet, to a 1/2 inch iron rod with cap set for corner; North 59 degrees 37 minutes 29 seconds East, a distance of 156.15 feet, to a 1/2 inch iron rod with cap set for corner; North 75 degrees 52 minutes 11 seconds East, a distance of 109.38 feet, to a 1/2 inch iron rod with cap set for corner; North 10 degrees 38 minutes 06 seconds East, a distance of 140.80 feet, to a 1/2 inch iron rod with cap set for corner; North 07 degrees 09 minutes 52 seconds West, a distance of 47.74 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 5 Field Notes for 106.66 Acres North 76 degrees 41 minutes 39 seconds West, a distance of 145.59 feet, to a point for corner; North 13 degrees 30 minutes 25 seconds West, a distance of 64.73 feet, to a point for corner; North 49 degrees 23 minutes 54 seconds East, a distance of 121.63 feet, to a 1/2 inch iron rod with cap set for corner; North 08 degrees 50 minutes 33 seconds East, a distance of 436.52 feet, to a 1/2 inch iron rod with cap set for corner; North 29 degrees 43 minutes 56 seconds West, a distance of 185.25 feet, to a 1/2 inch iron rod with cap set for corner; North 42 degrees 55 minutes 24 seconds West, a distance of 155.53 feet, to a 1/2 inch iron rod with cap set for corner; North 54 degrees 00 minutes 08 seconds West, a distance of 98.22 feet, to a 1/2 inch iron rod with cap set for corner; North 57 degrees 38 minutes 32 seconds West, a distance of 121.60 feet, to a 1/2 inch iron rod with cap set for corner; North 72 degrees 39 minutes 46 seconds West, a distance of 114.84 feet, to a 1/2 inch iron rod with cap set for corner; North 81 degrees 48 minutes 44 seconds West, a distance of 54.96 feet, to a 1/2 inch iron rod with cap set for corner; North 69 degrees 47 minutes 12 seconds West, a distance of 78.53 feet, to a 1/2 inch iron rod with cap set for corner; and North 47 degrees 13 minutes 14 seconds West, a distance of 42.86 feet, to a 1/2 inch iron rod with cap set for corner; Thence South 88 degrees 49 minutes 57 seconds West, continuing across said 669.944 acres, across said 6166.56 acres and across the above mentioned 1.4 acre tract (Tract BG), for a distance of 1087.05 feet, to a 12 inch iron rod with cap set for corner; Thence South 02 degrees 12 minutes 52 seconds West, across said 1.4 acres, across said 146.772 acres, across said 97.362 acres and across said 6166.56 acres, for a distance of 1338.05 feet, to a mag nail set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 5 of 5 Field Notes for 106.66 Acres Thence South 86 degrees 58 minutes 29 seconds West, across said 97.362 acres, across said 36.101 acres, across said 5.14 acres and across said 196.401 acres, for a distance of 821.50 feet, to a 1/2 inch iron rod with cap set for corner; Thence South 00 degrees 09 minutes 46 seconds East, continuing across said 196.401 acres and across said 6166.56 acres for a distance of 1006.27 feet, to a 1/2 inch iron rod with cap set for corner in the occupied South line of said 6166.56 acres; Thence across said 196.401 acres and along the occupied South line of said 6166.56 acres as follows: South 55 degrees 46 minutes 15 seconds East, a distance of 267.46 feet, to a chain link fence post found for corner; North 79 degrees 04 minutes 45 seconds East, a distance of 353.22 feet, to a chain link fence corner post found for corner; and North 79 degrees 12 minutes 27 seconds East, a distance of 37.93 feet, to the place of beginning and containing 106.66 acres. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 9 Field Notes for 436.55 Acres October 29, 2020 Field Notes for GCERG 436.55 Acres – Tract 5 John F. Martin Survey A-312 Philip Goodbread Survey A-223 Walker H. Tandy Survey A-471 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the John F. Martin Survey A-312, part of the Philip Goodbread Survey A-223, and part of the Walker H. Tandy Survey A-471, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE B (part) Kennard E. Trant et ux Texas Municipal Power Agency 378 733 5/30/1979 Remainder of 173.078 C (all) Ray T. Trant et al Texas Municipal Power Agency 403 245 4/21/1980 8.227 D (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 425.126 F (part) Ray T. Trant et al Texas Municipal Power Agency 403 245 4/21/1980 100.398 H (part) Sue T. Reinhart et al Texas Municipal 367 538 6/13/1978 98.089 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 9 Field Notes for 436.55 Acres Power Agency BI Ray T. Trant et al Texas Municipal Power Agency 403 245 4/21/1980 33.73 METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod found for corner at a Northwest corner of the above mentioned 6166.56 acre tract, at the Southwest corner of the Lloyd Fairbanks, et al called 0.500 acre tract (Volume 861 – Page 557) and in the East right-of-way (R.O.W.) line of Farm to Market Road No. 244, 40.0 feet from and at a right angle to the centerline of same, and said beginning point has a Texas Central NAD 1983 coordinate value of (N: 10,221,813.79) (E: 3,627,171.68); Thence South 02 degrees 59 minutes 50 seconds East, along the West line of said 6166.56 acres, along said R.O.W. line and across the above mentioned 173.078 acre tract (Tract B), for a distance of 1047.04 feet, to a 1/2 inch iron rod found for corner at the P.C. of a curve to the left; Thence continuing along the West line of said 6166.56 acres, along said R.O.W. line and with said curve to the left, which has a radius of 340.04 feet, a central angle of 29 degrees 21 minutes and 32 second and a chord bearing of South 13 degrees 37 minutes 46 seconds East, for a chord distance of 172.34 feet, to a 1/2 inch iron rod set for corner in the North line of the Lena Finley called 70 acre tract (Volume 178 – Page 475) and in the South line of said 173.078 acres; Thence North 84 degrees 59 minutes 56 seconds East, along the North line of said 70 acres, the South line of said 173.078 acres and a South line of said 6166.56 acres, for a distance of 1016.11 feet, to a 5 inch octagonal concrete monument found for corner; Thence South 87 degrees 21 minutes 01 seconds East, continuing along said lines, for a distance of 283.49 feet, to a 3/8 inch iron rod found for corner at the Northeast corner of said 70 acres and at a reentrant corner of said 6166.56 acres and said 173.078 acres; Thence South 08 degrees 45 minutes 46 seconds East, along the East line of said 70 acres, along the Southerly West line of said 173.078 acres and along a West line of said 6166.56 acres, for a distance of 1481.76 feet, to a 3/8 inch iron rod found for corner at the Southwest corner of said 173.078 acres, at the Southeast corner of said 70 acres and in the North line of the above mentioned 425.126 acre tract (Tract D); LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 9 Field Notes for 436.55 Acres Thence North 85 degrees 39 minutes 32 seconds West, along the South line of said 70 acres, the North line of said 425.126 acres and a North line of said 6166.56 acres, for a distance of 132.83 feet, to a 3/8 inch iron rod found for corner at the Northwest corner of said 425.126 acres, at a Northwest corner of said 6166.56 acres and at the Northeast corner of the Smith Family Partnership, LP called 139 acre tract (Volume 208 – Page 582); Thence South 03 degrees 47 minutes 50 seconds East, along a West line of said 6166.56 acres, along the West line of said 425.126 acres and along the East line of said 139 acres, for a distance of 1505.15 feet, to a 1/2 inch iron rod found for corner in the Northeast R.O.W. of said Farm to Market Road, at the P.C. of a non-tangent curve to the right; Thence across said 425.126 acres, along said R.O.W. and with a curve to the right, which has a radius of 612.95 feet, a central angle of 9 degrees 28 minutes and 58 seconds and chord bearing of South 21 degrees 20 minutes 06 seconds East, for a chord distance of 101.33 feet, to a mag nail set for corner in the center of the asphalt road leading to the TMPA Power Plant; Thence North 89 degrees 58 minutes 50 seconds East, along said centerline and across said 6166.56 acres and said 425.126 acres, for a distance of 1478.10 feet, to a mag nail set for corner at the P.C. of a curve to the right; Thence continuing along said lines and with said curve to the right, which has a radius of 1127.75 feet, a central angle of 69 degrees 24 minutes and 42 seconds and a chord bearing of South 55 degrees 18 minutes 49 seconds East, for a chord distance of 1284.19 feet, to a mag nail set for corner at the P.T. of said curve; Thence North 59 degrees 26 minutes 36 seconds East, continuing across said tracts and leaving said road, for a distance of 2694.05 feet, to a 1/2 inch iron rod with cap set for corner in the 250 foot contour line along the West side of Gibbons Creek Reservoir; Thence across said 425.126 acres, across the above mentioned 98.089 acre tract (Tract H) across the above mentioned 100.398 acre tract (Tract F), across said 173.078 acres and along said 250 foot contour line as follows: North 50 degrees 49 minutes 44 seconds West, a distance of 140.77 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 9 Field Notes for 436.55 Acres South 71 degrees 30 minutes 28 seconds West, a distance of 228.96 feet, to a 1/2 inch iron rod with cap set for corner; North 22 degrees 00 minutes 47 seconds East, a distance of 146.72 feet, to a 1/2 inch iron rod with cap set for corner; North 68 degrees 59 minutes 14 seconds East, a distance of 357.38 feet, to a 1/2 inch iron rod with cap set for corner; South 89 degrees 52 minutes 14 seconds East, a distance of 474.69 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 55 minutes 00 seconds East, a distance of 116.98 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 06 minutes 54 seconds West, a distance of 133.70 feet, to a 1/2 inch iron rod with cap set for corner; North 60 degrees 21 minutes 55 seconds West, a distance of 607.17 feet, to a 1/2 inch iron rod with cap set for corner; North 60 degrees 46 minutes 20 seconds West, a distance of 351.95 feet, to a 1/2 inch iron rod with cap set for corner; North 32 degrees 14 minutes 42 seconds West, a distance of 188.93 feet, to a 1/2 inch iron rod with cap set for corner; North 49 degrees 03 minutes 41 seconds West, a distance of 317.48 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 35 minutes 52 seconds West, a distance of 299.89 feet, to a 1/2 inch iron rod with cap set for corner; South 87 degrees 47 minutes 04 seconds West, a distance of 186.08 feet, to a 1/2 inch iron rod with cap set for corner; South 61 degrees 53 minutes 49 seconds West, a distance of 195.26 feet, to a 1/2 inch iron rod with cap set for corner; South 08 degrees 47 minutes 02 seconds West, a distance of 75.16 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 5 of 9 Field Notes for 436.55 Acres South 44 degrees 59 minutes 46 seconds West, a distance of 144.23 feet, to a 1/2 inch iron rod with cap set for corner; North 37 degrees 07 minutes 34 seconds East, a distance of 76.54 feet, to a 1/2 inch iron rod with cap set for corner; North 37 degrees 38 minutes 26 seconds West, a distance of 76.73 feet, to a 1/2 inch iron rod with cap set for corner; South 77 degrees 35 minutes 37 seconds West, a distance of 96.46 feet, to a 1/2 inch iron rod with cap set for corner; North 19 degrees 36 minutes 02 seconds East, a distance of 86.76 feet, to a 1/2 inch iron rod with cap set for corner; South 86 degrees 13 minutes 48 seconds East, a distance of 55.23 feet, to a 1/2 inch iron rod with cap set for corner; North 19 degrees 11 minutes 38 seconds East, a distance of 132.71 feet, to a 1/2 inch iron rod with cap set for corner; North 24 degrees 29 minutes 27 seconds East, a distance of 164.33 feet, to a 1/2 inch iron rod with cap set for corner; North 17 degrees 34 minutes 23 seconds West, a distance of 114.21 feet, to a 1/2 inch iron rod with cap set for corner; North 68 degrees 16 minutes 17 seconds West, a distance of 177.96 feet, to a 1/2 inch iron rod with cap set for corner; South 88 degrees 51 minutes 12 seconds West, a distance of 132.17 feet, to a 1/2 inch iron rod with cap set for corner; South 89 degrees 00 minutes 31 seconds West, a distance of 342.12 feet, to a 1/2 inch iron rod with cap set for corner; North 61 degrees 01 minutes 40 seconds West, a distance of 123.53 feet, to a 1/2 inch iron rod with cap set for corner; North 87 degrees 08 minutes 24 seconds West, a distance of 178.93 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 6 of 9 Field Notes for 436.55 Acres South 39 degrees 17 minutes 45 seconds West, a distance of 224.99 feet, to a 1/2 inch iron rod with cap set for corner; North 72 degrees 53 minutes 34 seconds West, a distance of 93.06 feet, to a 1/2 inch iron rod with cap set for corner; North 52 degrees 37 minutes 52 seconds East, a distance of 80.83 feet, to a 1/2 inch iron rod with cap set for corner; North 24 degrees 07 minutes 44 seconds West, a distance of 45.00 feet, to a 1/2 inch iron rod with cap set for corner; South 84 degrees 37 minutes 03 seconds West, a distance of 67.01 feet, to a 1/2 inch iron rod with cap set for corner; North 42 degrees 37 minutes 00 seconds East, a distance of 280.02 feet, to a 1/2 inch iron rod with cap set for corner; North 86 degrees 18 minutes 32 seconds East, a distance of 94.47 feet, to a 1/2 inch iron rod with cap set for corner; North 62 degrees 25 minutes 21 seconds West, a distance of 647.20 feet, to a 1/2 inch iron rod with cap set for corner; South 45 degrees 29 minutes 22 seconds West, a distance of 110.67 feet, to a 1/2 inch iron rod with cap set for corner; South 82 degrees 34 minutes 17 seconds West, a distance of 86.78 feet, to a 5 inch octagonal concrete monument found for corner; South 78 degrees 57 minutes 45 seconds West, a distance of 122.07 feet, to a 1/2 inch iron rod with cap set for corner; North 77 degrees 26 minutes 47 seconds West, a distance of 82.28 feet, to a 1/2 inch iron rod with cap set for corner; North 18 degrees 52 minutes 07 seconds West, a distance of 121.25 feet, to a 1/2 inch iron rod with cap set for corner; North 60 degrees 59 minutes 50 seconds East, a distance of 121.30 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 7 of 9 Field Notes for 436.55 Acres North 50 degrees 32 minutes 31 seconds East, a distance of 206.82 feet, to a 1/2 inch iron rod with cap set for corner; North 11 degrees 47 minutes 37 seconds West, a distance of 188.19 feet, to a 1/2 inch iron rod with cap set for corner; North 14 degrees 46 minutes 53 seconds East, a distance of 49.76 feet to a 1/2 inch iron rod with cap set for corner; North 20 degrees 42 minutes 49 seconds West, a distance of 352.73 feet to a 1/2 inch iron rod with cap set for corner; North 39 degrees 47 minutes 06 seconds West, a distance of 201.96 feet to a 1/2 inch iron rod with cap set for corner; North 57 degrees 15 minutes 26 seconds West, a distance of 164.01 feet to a 1/2 inch iron rod with cap set for corner; North 81 degrees 57 minutes 31 seconds West, a distance of 117.21 feet to a 1/2 inch iron rod with cap set for corner; South 81 degrees 45 minutes 04 seconds West, a distance of 117.71 feet to a 1/2 inch iron rod with cap set for corner; North 66 degrees 09 minutes 49 seconds West, a distance of 363.87 feet to a 1/2 inch iron rod with cap set for corner; North 26 degrees 21 minutes 56 seconds West, a distance of 267.13 feet to a 1/2 inch iron rod with cap set for corner; North 68 degrees 08 minutes 47 seconds West, a distance of 227.97 feet to a 1/2 inch iron rod with cap set for corner; North 69 degrees 37 minutes 39 seconds West, a distance of 55.43 feet to a 1/2 inch iron rod with cap set for corner; North 61 degrees 09 minutes 49 seconds West, a distance of 104.00 feet to a 1/2 inch iron rod with cap set for corner; North 26 degrees 35 minutes 39 seconds West, a distance of 48.81 feet to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 8 of 9 Field Notes for 436.55 Acres South 77 degrees 36 minutes 55 seconds West, a distance of 32.79 feet to a 1/2 inch iron rod with cap set for corner; North 03 degrees 01 minutes 14 seconds East, a distance of 39.40 feet to a 1/2 inch iron rod with cap set for corner; South 86 degrees 07 minutes 34 seconds West, a distance of 97.12 feet to a 1/2 inch iron rod with cap set for corner; North 63 degrees 01 minutes 10 seconds West, a distance of 69.33 feet to a 1/2 inch iron rod with cap set for corner; North 28 degrees 05 minutes 57 seconds West, a distance of 47.01 feet to a 1/2 inch iron rod with cap set for corner; North 76 degrees 41 minutes 14 seconds West, a distance of 38.88 feet to a 1/2 inch iron rod with cap set for corner; and North 41 degrees 01 minutes 35 seconds West, a distance of 31.58 feet to a 1/2 inch iron rod with cap set for corner; Thence South 75 degrees 38 minutes 03 seconds West, leaving said contour line and continuing across said 173.078 acres, for a distance of 1390.09 feet, to a 1/2 inch iron rod with cap set for corner; Thence South 62 degrees 09 minutes 51 seconds West, continuing across said tract, for a distance of 501.62 feet, to a 1/2 inch iron rod found for corner at the Northeast corner of said 0.500 acres and at a reentrant corner of said 6166.56 acres; Thence South 03 degrees 02 minutes 42 seconds East, along a West line of said 6166.56 acres and along the East line of said 0.500 acres, for a distance of 99.94 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of said 0.500 acres and at a reentrant corner of said 6166.56 acres; Thence South 87 degrees 02 minutes 23 seconds West, along the South line of said 0.500 acres and along a North line of said 6166.56 acres, for a distance of 216.73 feet, to the place of beginning and containing 436.55 acres. Plat prepared of even date. LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 9 of 9 Field Notes for 436.55 Acres Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 9 Field Notes for 423.65 Acres October 29, 2020 Field Notes for GCERG 423.65 Acres, Tract 6 Philip Goodbread Survey A-223 Walker H. Tandy Survey A-471 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Philip Goodbread Survey A-223 and part of the Walker H. Tandy Survey A-471, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE L (part) Ida Edd Hicks et al Texas Municipal Power Agency 635 824 12/17/1987 251.98 M (part) Judgement awarded to Texas Municipal Power Agency 415 899 11/19/1979 102.547 N (part) Walter L. Penberthy et al Texas Municipal Power Agency 371 595 1/5/1979 482.86 O (part) Judgement awarded to Texas Municipal Power Agency 393 404 1/31/1979 5.455 P (part) Risher Randall et al Texas Municipal 432 343 9/3/1981 300.1 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 9 Field Notes for 423.65 Acres Power Agency Q (part) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 121.065 R (all) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 49.446 S (part) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 52.499 T (part) Walter L. Penberthy et al Texas Municipal Power Agency 371 595 1/5/1979 98.945 U (part) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 63.883 BC (part) Judgement awarded to Texas Municipal Power Agency 415 899 11/19/1979 13.035 METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod with cap set for corner at the most Northerly corner of this tract, which bears South 74 degrees 15 minutes and 52 seconds East a distance of 2434.96 feet from a reentrant corner of said 6166.56 acres that is located in a railroad track and from said reentrant corner, a 5 inch octagonal concrete monument found at the Northeast corner of the Texas Municipal Power Agency (TMPA) called 30.71 acre tract bears South 85 degrees 42 minutes and 37 seconds West, a distance of 100.46 feet and said beginning point has a Texas Central NAD 83 coordinate value of (N: 10,223,831.61) (E: 3,634,305.49); LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 9 Field Notes for 423.65 Acres Thence South 64 degrees 45 minutes and 41 seconds West, across the above mentioned 251.98 acre tract (Tract L), across the above mentioned 102.547 acre tract (Tract M) and across the above mentioned 13.035 acre tract (Tract BC), for a distance of 2663.78 feet, to a 1/2 inch iron rod with cap set for corner in or near the West line of said13.035 acres and in or near the East line of the TMPA called 36.101 acre tract (Volume 415 – Page 899); Thence South 02 degrees 05 minutes and 51 seconds West, along or near the West line of said 13.035 acres and along the East line of said 36.101 acres, for a distance of 515.41 feet, to a 1/2 inch iron rod with cap set for corner; Thence South 81 degrees 14 minutes 01 seconds East, across said 13.035 acres and across the above mentioned 102.547 acre tract (Tract M), for a distance of 85.47 feet, to a 1/2 inch iron rod with cap set for corner in said 250 foot contour line; Thence along said 250 foot contour line, across said 102.547 acres, across the above mentioned 482.86 acre tract (Tract N), across the above mentioned 52.499 acre tract (Tract S), across the above mentioned 98.945 acre tract (Tract T) and across the above mentioned 63.883 acre tract (Tract U) as follows: South 13 degrees 26 minutes 12 seconds West, a distance of 123.38 feet, to a 1/2 inch iron rod with cap set for corner; South 50 degrees 57 minutes 46 seconds East, a distance of 33.79 feet, to a 1/2 inch iron rod with cap set for corner; North 74 degrees 13 minutes 55 seconds East, a distance of 68.63 feet, to a 1/2 inch iron rod with cap set for corner; South 56 degrees 21 minutes 10 seconds East, a distance of 285.70 feet, to a 1/2 inch iron rod with cap set for corner; South 88 degrees 15 minutes 06 seconds East, a distance of 128.77 feet, to a 1/2 inch iron rod with cap set for corner; South 35 degrees 58 minutes 27 seconds East, a distance of 78.84 feet, to a 1/2 inch iron rod with cap set for corner; South 79 degrees 41 minutes 59 seconds West, a distance of 83.56 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 9 Field Notes for 423.65 Acres South 26 degrees 28 minutes 40 seconds West, a distance of 160.95 feet, to a 1/2 inch iron rod with cap set for corner; South 06 degrees 03 minutes 58 seconds East, a distance of 342.10 feet, to a 1/2 inch iron rod with cap set for corner; South 50 degrees 51 minutes 58 seconds West, a distance of 68.71 feet, to a 1/2 inch iron rod with cap set for corner; South 24 degrees 05 minutes 13 seconds West, a distance of 105.30 feet, to a 1/2 inch iron rod with cap set for corner; South 85 degrees 17 minutes 43 seconds West, a distance of 44.33 feet, to a 1/2 inch iron rod with cap set for corner; South 06 degrees 11 minutes 22 seconds West, a distance of 193.80 feet, to a 1/2 inch iron rod with cap set for corner; South 56 degrees 33 minutes 03 seconds East, a distance of 192.68 feet, to a 1/2 inch iron rod with cap set for corner; South 28 degrees 41 minutes 12 seconds West, a distance of 27.61 feet, to a 1/2 inch iron rod with cap set for corner; North 74 degrees 55 minutes 02 seconds West, a distance of 91.09 feet, to a 1/2 inch iron rod with cap set for corner; South 51 degrees 15 minutes 01 seconds West, a distance of 45.57 feet, to a 1/2 inch iron rod with cap set for corner; South 18 degrees 34 minutes 33 seconds West, a distance of 162.93 feet, to a 1/2 inch iron rod with cap set for corner; South 30 degrees 05 minutes 17 seconds East, a distance of 104.58 feet, to a 1/2 inch iron rod with cap set for corner; South 49 degrees 55 minutes 19 seconds West, a distance of 169.61 feet, to a 1/2 inch iron rod with cap set for corner; South 07 degrees 18 minutes 46 seconds West, a distance of 219.19 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 5 of 9 Field Notes for 423.65 Acres South 21 degrees 33 minutes 34 seconds West, a distance of 221.54 feet, to a 1/2 inch iron rod with cap set for corner; South 71 degrees 45 minutes 52 seconds East, a distance of 1369.40 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 17 minutes 18 seconds East, a distance of 238.09 feet, to a 1/2 inch iron rod with cap set for corner; North 01 degrees 42 minutes 14 seconds West, a distance of 91.58 feet, to a 1/2 inch iron rod with cap set for corner; South 66 degrees 04 minutes 06 seconds East, a distance of 63.81 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 11 minutes 35 seconds East, a distance of 97.81 feet, to a 1/2 inch iron rod with cap set for corner; North 83 degrees 31 minutes 55 seconds East, a distance of 167.87 feet, to a 1/2 inch iron rod with cap set for corner; North 03 degrees 59 minutes 38 seconds West, a distance of 131.30 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 32 minutes 29 seconds East, a distance of 117.18 feet, to a 1/2 inch iron rod with cap set for corner; North 68 degrees 54 minutes 14 seconds East, a distance of 123.28 feet, to a 1/2 inch iron rod with cap set for corner; South 52 degrees 29 minutes 48 seconds West, a distance of 106.89 feet, to a 1/2 inch iron rod with cap set for corner; South 11 degrees 18 minutes 21 seconds East, a distance of 280.50 feet, to a 1/2 inch iron rod with cap set for corner; South 76 degrees 27 minutes 53 seconds West, a distance of 68.08 feet, to a 1/2 inch iron rod with cap set for corner; South 31 degrees 18 minutes 16 seconds West, a distance of 424.65 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 6 of 9 Field Notes for 423.65 Acres South 63 degrees 22 minutes 47 seconds East, a distance of 350.01 feet, to a 1/2 inch iron rod with cap set for corner; North 17 degrees 41 minutes 58 seconds East, a distance of 88.10 feet, to a 1/2 inch iron rod with cap set for corner; South 49 degrees 23 minutes 31 seconds East, a distance of 30.60 feet, to a 1/2 inch iron rod with cap set for corner; South 18 degrees 06 minutes 42 seconds East, a distance of 106.96 feet, to a 1/2 inch iron rod with cap set for corner; South 69 degrees 17 minutes 48 seconds East, a distance of 152.68 feet, to a 1/2 inch iron rod with cap set for corner; North 44 degrees 28 minutes 38 seconds East, a distance of 237.49 feet, to a 1/2 inch iron rod with cap set for corner; North 84 degrees 07 minutes 09 seconds East, a distance of 16.51 feet, to a 1/2 inch iron rod with cap set for corner; South 25 degrees 59 minutes 56 seconds West, a distance of 226.42 feet, to a 1/2 inch iron rod with cap set for corner; South 48 degrees 17 minutes 17 seconds East, a distance of 122.72 feet, to a 1/2 inch iron rod with cap set for corner; South 62 degrees 18 minutes 23 seconds East, a distance of 778.70 feet, to a 1/2 inch iron rod with cap set for corner; South 76 degrees 03 minutes 46 seconds East, a distance of 81.47 feet, to a 1/2 inch iron rod with cap set for corner; North 66 degrees 38 minutes 41 seconds East, a distance of 323.13 feet, to a 1/2 inch iron rod with cap set for corner; North 44 degrees 49 minutes 19 seconds East, a distance of 217.98 feet, to a 1/2 inch iron rod with cap set for corner; North 15 degrees 12 minutes 51 seconds East, a distance of 1240.51 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 7 of 9 Field Notes for 423.65 Acres South 21 degrees 53 minutes 02 seconds East, a distance of 120.56 feet, to a 1/2 inch iron rod with cap set for corner; South 10 degrees 17 minutes 25 seconds East, a distance of 410.62 feet, to a 1/2 inch iron rod with cap set for corner; South 51 degrees 57 minutes 54 seconds East, a distance of 33.30 feet, to a 1/2 inch iron rod with cap set for corner; North 67 degrees 05 minutes 11 seconds East, a distance of 57.97 feet, to a 1/2 inch iron rod with cap set for corner; North 18 degrees 14 minutes 55 seconds East, a distance of 99.85 feet, to a 1/2 inch iron rod with cap set for corner; North 67 degrees 12 minutes 36 seconds East, a distance of 165.86 feet, to a 1/2 inch iron rod with cap set for corner; South 61 degrees 22 minutes 59 seconds East, a distance of 101.76 feet, to a 1/2 inch iron rod with cap set for corner; North 48 degrees 52 minutes 00 seconds East, a distance of 114.39 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 43 minutes 22 seconds West, a distance of 152.70 feet, to a 1/2 inch iron rod with cap set for corner; North 38 degrees 25 minutes 39 seconds East, a distance of 900.73 feet, to a 1/2 inch iron rod with cap set for corner; North 79 degrees 13 minutes 38 seconds East, a distance of 219.12 feet, to a 1/2 inch iron rod with cap set for corner; North 26 degrees 02 minutes 24 seconds West, a distance of 771.78 feet, to a 1/2 inch iron rod with cap set for corner; North 43 degrees 01 minutes 23 seconds East, a distance of 198.14 feet, to a 1/2 inch iron rod with cap set for corner; South 39 degrees 19 minutes 53 seconds East, a distance of 462.34 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 8 of 9 Field Notes for 423.65 Acres North 27 degrees 37 minutes 16 seconds East, a distance of 192.91 feet, to a 1/2 inch iron rod with cap set for corner; North 12 degrees 14 minutes 22 seconds West, a distance of 222.98 feet, to a 1/2 inch iron rod with cap set for corner; North 58 degrees 18 minutes 09 seconds East, a distance of 50.33 feet, to a 1/2 inch iron rod with cap set for corner; South 20 degrees 31 minutes 33 seconds East, a distance of 304.37 feet, to a 1/2 inch iron rod with cap set for corner; North 75 degrees 42 minutes 55 seconds East, a distance of 159.04 feet, to a 1/2 inch iron rod with cap set for corner; North 83 degrees 08 minutes 20 seconds East, a distance of 213.18 feet, to a 1/2 inch iron rod with cap set for corner; North 51 degrees 10 minutes 11 seconds East, a distance of 313.61 feet, to a 1/2 inch iron rod with cap set for corner; North 30 degrees 54 minutes 46 seconds East, a distance of 244.85 feet, to a 1/2 inch iron rod with cap set for corner; and North 29 degrees 08 minutes 48 seconds West, a distance of 236.95 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 64 degrees 41 minutes and 15 seconds West, across said 63.883 acres and across the above mentioned 121.065 acre tract (Tract Q), across the above mentioned 300.910 acre tract (Tract P) and across said 251.98 acres, for a distance of 4068.98 feet, to the place of beginning and containing 423.65 acres. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 9 of 9 Field Notes for 423.65 Acres I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 4 Field Notes for 114.39 Acres October 29, 2020 Field Notes for GCERG 114.39 Acres – Tract 7 John F. Martin Survey A-312 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the John F. Martin Survey A-312, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE A (part) Kennard E. Trant et ux Texas Municipal Power Agency 378 717 5/30/1979 Remainder of 90.016 B (part) Kennard E. Trant et ux Texas Municipal Power Agency 378 733 5/30/1979 Remainder of 173.078 METES AND BOUNDS DESCRIPTION Beginning at a 5 inch octagonal concrete monument found for corner at the Northwest corner of the above mentioned 90.016 acre tract (Tract A), at a Northwest corner of said 6166.56 acres, at the Northeast corner of the Jason Royall called 3.498 acre tract (Volume 1499 – Page 427) and in the South line of the John Ray Maxwell called 44.88 acre tract (Volume 633 – Page 376) and said beginning point has a Texas Central NAD 83 coordinate value of (N: 10,223,770.32) (E: 3,627,606.00); Thence North 86 degrees 12 minutes 26 seconds East, along the North line of said 90.016 acres, along a North line of said 6166.56 acres and along the South line of said 44.88 acres, at a distance of 665.27 feet, pass a 5 inch octagonal concrete monument found 0.91 feet right of line and LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 4 Field Notes for 114.39 Acres continue for a total distance of 2090.33 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of said 44.88 acres and at a reentrant corner of said 90.016 acres and said 6166.56 acres; Thence North 05 degrees 29 minutes 31 seconds West, along the Northerly West line of said 90.016 acres, along a West line of said 6166.56 acres and the East line of said 44.88 acres, at a distance of 547.01 feet, pass a 5 inch octagonal concrete monument found on line, 1.0 feet West of a wire fence and continue for a total distance of 808.01 feet, to a 5 inch octagonal concrete monument found for corner at the Northerly Northwest corner of said 90.016 acres, at a Northwest corner of said 6166.56 acres and in the occupied South line of County Road 166; Thence North 86 degrees 56 minutes 20 seconds East, along the Northerly North line of said 90.016 acres, along a North line of said 6166.56 acres and along the South line of said County Road, for a distance of 737.22 feet, to a 3/8 inch iron rod found or corner at the North end of a Boundary Line Agreement (Volume 487 – Page 306), at the Northeast corner of said 90.016 acres and at the Northwest corner of the remainder of the James Ray Trant called 100 acre tract (Volume 1107 – Page 672, see also (Volume 254 – Page 524); Thence South 02 degrees 38 minutes 25 seconds East, along the East line of said 90.016 acres, along an East line of said 6166.56 acres and along said agreed upon boundary line, for a distance of 1977.55 feet, to a 1/2 inch iron rod with cap set for corner at the Northwest corner of the Texas Municipal Power Agency called 4.401 acre tract (Volume 403 – Page 245), at a reentrant corner of said 6166.56 acres and at a corner of said agreed upon boundary line, from which a concrete monument found for witness bears South 63 degrees 35 minutes and 21 seconds East, a distance of 2.66 feet; Thence across said 90.016 acres, across said 6166.56 acres and across the above mentioned 173.078 acre tract (Tract B), as follows: South 80 degrees 12 minutes 26 seconds West, a distance of 629.61 feet, to a point for corner in a finger of Gibbons Creek Reservoir at the Northeast corner of said 173.078 acres and at the Northwest corner of the Texas Municipal Power Agency called 100.398 acre tract (Volume 403 – Page 245); South 75 degrees 38 minutes 03 seconds West, a distance of 669.20 feet, to a 1/2 inch iron rod with cap set for corner on the 250 foot contour line on the West side of said reservoir; South 75 degrees 38 minutes 03 seconds West, a distance of 1390.09 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 4 Field Notes for 114.39 Acres and South 62 degrees 09 minutes 51 seconds West, a distance of 501.62 feet, to a 1/2 inch iron rod found for corner at the Northeast corner of the Lloyd Fairbanks called 0.500 acre tract (Volume 861 – Page 557) and at a reentrant corner of said 6616.56 acres; Thence South 87 degrees 23 minutes 15 seconds West, along the North line of said 0.500 acres, for a distance of 216.77 feet, to a point for corner in the East right-of-way (R.O.W.) line of Farm to Market Road No. 244, 40.0 feet from and at a right angle to the centerline of same, from which a 3/8 inch iron rod found for witness bears North 89 degrees 30 minutes and 04 seconds West, a distance of 0.78 feet and a 1/2 inch iron rod found marking the Northwest corner of said 0.500 acres bears South 87 degrees 23 minutes and 15 seconds West, a distance of 1.44 feet; Thence North 03 degrees 00 minutes 32 seconds West, along said East R.O.W. line and along the West line of said 6166.56 acres, for a distance of 535.08 feet, to a 1/2 inch iron rod with cap set for corner at the P.C. of a curve to the left; Thence Northwesterly, continuing with the West line of said 6166.56 acres and with said curve to the left, which has a radius of 5769.58 feet, a central angle of 04 degrees 30 minutes and 02 seconds and a chord bearing of North 05 degrees 15 minutes 33 seconds West, for a chord distance of 453.07 feet, to a 1/2 inch iron rod found for corner at the P.T. of said curve; Thence North 07 degrees 30 minutes 34 seconds West, continuing along the West line of said 6166.56 acres and said R.O.W. line, for a distance of 36.67 feet, to a 1/2 inch iron rod found for corner at the Southwest corner of the Jason Royall called 5.982 acre tract (Volume 1499 – Page 427), in the North line of said 173.078 acres and in the South line of said 90.016 acres; Thence North 86 degrees 38 minutes 05 seconds East, along the South line of said 5.982 acres, along the South line of said 90.016 acres, along the North line of said 173.078 acres and along a North line of said 6166.56 acres, for a distance of 326.90 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of said 5.982 acres; Thence along the East line of said 5.982 acres, along the East line of the Jason Royall called 0.728 acre tract (Volume 1499 – Page 427), along the East line of said 3.498 acres, along a West line of said 6166.56 acres and across said 90.016 acres, as follows: North 55 degrees 50 minutes 57 seconds East, a distance of 311.60 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 4 Field Notes for 114.39 Acres North 01 degrees 02 minutes 38 seconds West, a distance of 295.56 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of said 5.982 acres and the Southeast corner of said 0.728 acres; and North 10 degrees 38 minutes 14 seconds West, a distance of 350.16 feet, to the place of beginning and containing 114.39 acres. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 8 Field Notes for 515.89 Acres October 29, 2020 Field Notes for GCERG 515.89 Acres – Tract 8 Walker H. Tandy Survey A-471 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Walker H. Tandy Survey A-471, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE I (part) J. M. Hicks et al Texas Municipal Power Agency 393 404 1/31/1979 30.71 K (part) Ray T. Trant et al Texas Municipal Power Agency 403 245 4/21/1980 1.775 L (part) Ida Edd Hicks et al Texas Municipal Power Agency 635 824 12/17/1987 251.98 M (part) Judgement awarded to Texas Municipal Power Agency 415 899 11/19/1979 102.547 O (part) Judgement awarded to Texas Municipal Power Agency 393 404 1/31/1979 5.455 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 8 Field Notes for 515.89 Acres P (part) Risher Randall et al Texas Municipal Power Agency 432 343 9/3/1981 300.1 Q (part) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 121.065 T (part) Walter L. Penberthy et al Texas Municipal Power Agency 371 595 1/5/1979 98.945 U (part) Sue T. Reinhart et al Texas Municipal Power Agency 367 538 6/13/1978 63.883 BB (all) Judgement awarded to Texas Municipal Power Agency 415 899 11/19/1979 27.606 BC (part) Judgement awarded to Texas Municipal Power Agency 415 899 11/19/1979 13.035 BD (part) County of Grimes Texas Municipal Power Agency 363 509 7/19/1978 36.101 METES AND BOUNDS DESCRIPTION Beginning at a point for corner (NAD 1983, Texas Central Coordinate value of {N: 10,255,709.06} {E: 3,635,003.39}) on the West rail of a railroad track, in the West line of the above mentioned 13.035 acre tract (Tract BC), in the East line of a called 35 feet wide drainage easement (Volume 363 – Page 507) and 35 feet wide maintenance easement (Volume 1676 – Page 17), at a Northwest corner of said 6166.56 acres, at the Northwest corner of the above mentioned 251.98 acre tract (Tract L) and at the Southwest corner of the Lyndell Nolan Beene, Jr. et al called 132.55 acre tract LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 8 Field Notes for 515.89 Acres (Volume 1364 – Page 138), from which a 1/2 inch iron rod found for witness bears North 87 degrees 21 minutes and 55 second East, a distance of 65.17 feet; Thence North 87 degrees 21 minutes and 55 seconds East, along the North line of said 6166.56 acres and said 251.98 acres and the South line of said 132.55 acres and the South line of the Ivy Beene Moss called 132.55 acre tract (Volume 1634 – Page 138), picking up a fence at 65 feet and continuing for a total distance of 2311.80 feet, to a 3/8 inch iron rod found for corner at a 2 inch iron pipe at the Northeast corner of said 251.98 acres and at the Northwest corner of the above mentioned 300.910 acre tract (Tract P); Thence North 87 degrees 18 minutes and 30 seconds East, along the North line of said 300.910 acres, continuing along the North line of said 6166.56 acres, continuing along the South line of said 132.55 acre Moss tract, along the South line of the Myron Mitchell Beene called 143.62 acre tract (Volume 1364 – Page 138) and along the Westerly South line of the Charles Edwin Beene called 132.55 acre tract (Volume 1364 – Page 138), for a distance of 3129.18 feet, to a 1/2 inch iron rod found for corner at the Westerly Southeast corner of said Charles Edwin Beene tract, at the Southwest corner of the above mentioned 27.606 acre tract (Tract BB) and at a reentrant corner of said 6166.56 acres; Thence along the Westerly East line of the Charles Edwin Beene tract, the West line of said 27.606 acres and a West line of said 6166.56 acres, as follows: North 38 degrees 08 minutes and 34 seconds East, for a distance of 256.06 feet, to a 1/2 inch iron rod found laid over, but reset, for corner; North 22 degrees 57 minutes and 41 seconds West, for a distance of 220.36 feet, to a 1/2 inch iron rod found for corner; South 80 degrees 01 minutes and 02 seconds West, for a distance of 183.84 feet, to a 1/2 inch iron rod found for corner; North 25 degrees 48 minutes and 20 seconds West, for a distance of 114.47 feet, to a 1/2 inch iron rod found for corner; North 67 degrees 29 minutes and 41 seconds East, for a distance of 150.94 feet, to a 1/2 inch iron rod found for corner; North 05 degrees 33 minutes and 47 seconds East, for a distance of 129.75 feet, to a 1/2 inch iron rod found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 8 Field Notes for 515.89 Acres North 34 degrees 53 minutes and 25 seconds East, for a distance of 114.46 feet, to a 1/2 inch iron rod found for corner; North 54 degrees 43 minutes and 44 seconds West, for a distance of 162.50 feet, to a 1/2 inch iron rod found for corner; North 37 degrees 18 minutes and 18 seconds West, for a distance of 205.15 feet, to a 1/2 inch iron rod found for corner; and North 26 degrees 39 minutes and 42 seconds West, for a distance of 316.44 feet, to a 1/2 inch iron rod found for corner at the Northwest corner of said 27.606 acres, a Northwest corner of said 6166.56 acres and at a reentrant corner of said Beene tract; Thence North 87 degrees 19 minutes and 04 seconds East, along the North line of said 27.606 acres, a North line of said 6166.56 acres and the middle South line of said Beene tract, for a distance of 932.23 feet, to a 1/2 inch iron rod found for corner at the Northeast corner of said 27.606 acres, a Northeast corner of said 6166.56 acres and at a reentrant corner of said Beene tract; Thence along the East line of said 27.606 acres, an East line of said 6166.56 acres and along the Easterly West line of said Beene tract as follows: South 36 degrees 24 minutes and 51 seconds East, for a distance of 7.19 feet, to a 3/8 inch iron rod found for corner; South 22 degrees 22 minutes and 50 seconds East, for a distance of 295.39 feet, to a 1/2 inch iron rod found for corner; South 26 degrees 39 minutes and 07 seconds East, for a distance of 446.06 feet, a 1/2 inch iron rod found for corner; South 15 degrees 33 minutes and 40 seconds East, for a distance of 288.14 feet, to a 1/2 inch iron rod found for corner; and South 08 degrees 20 minutes and 11 seconds East, for a distance of 340.06 feet, to a 1/2 inch iron rod found for corner in the North line of said 300.910 acres, at the Easterly Southwest corner of said Beene tract, at the Southeast corner of said 27.606 acres and at a reentrant corner of said 6166.56 acres; Thence North 87 degrees 21 minutes and 28 seconds East, along the Easterly South line of said Beene tract, along a North line of said 6166.56 acres and along the North line of said 300.910 acres, for a distance of 841.13 feet, to a 1/2 inch iron pipe found for corner at the Southeast corner LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 5 of 8 Field Notes for 515.89 Acres of said Beene tract, at the Northeast corner of said 300.910 acres, at a Northeast corner of said 6166.56 acres and in the West line of the Cinda Howard Steubing called 256.34 acre tract (Volume 1728 – Page 584); Thence South 03 degrees 34 minutes and 13 seconds East, along the East line of said 300.910 acres, along an East line of said 6166.56 acres and along the West line of said 256.34 acres, for a distance of 1115.07 feet, to a 5 inch round concrete monument found for corner at the Southwest corner of said 256.34 acres and at the Northwest corner of the Texas Municipal Power Agency called 624.138 acre tract (Volume 396 – Page 621); Thence South 87 degrees 24 minutes and 15 seconds West, across said 300.910 acres and across a finger of Gibbons Creek Reservoir, for a distance of 1557.64 feet, to a 1/2 inch iron rod with cap set for corner on the 250 foot corner line along said reservoir; Thence across said 300.910 acres, across the above mentioned 63.883 acre tract (Tract U), across the above mentioned 98.945 acre tract (Tract T) and along said 250 foot contour line as follows: South 21 degrees 02 minutes and 15 seconds West, for a distance of 236.54 feet, to a 1/2 inch iron rod with cap set for corner; South 39 degrees 24 minutes and 48 seconds East, for a distance of 112.50 feet, to a 1/2 inch iron rod with cap set for corner; North 64 degrees 00 minutes and 10 seconds East, for a distance of 276.72 feet, to a 1/2 inch iron rod with cap set for corner; South 48 degrees 18 minutes and 00 seconds East, for a distance of 336.50 feet, to a 1/2 inch iron rod with cap set for corner; South 54 degrees 58 minutes and 26 seconds East, for a distance of 606.87 feet, to a 1/2 inch iron rod with cap set for corner; South 23 degrees 14 minutes and 44 seconds East, for a distance of 286.80 feet, to a 1/2 inch iron rod with cap set for corner; South 57 degrees 51 minutes and 41 seconds East, for a distance of 328.61 feet, to a 1/2 inch iron rod with cap set for corner; South 38 degrees 02 minutes and 49 seconds East, for a distance of 239.78 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 6 of 8 Field Notes for 515.89 Acres South 01 degrees 53 minutes and 35 seconds East, for a distance of 224.35 feet, to a 1/2 inch iron rod with cap set for corner; South 21 degrees 07 minutes and 25 seconds East, for a distance of 136.36 feet, to a 1/2 inch iron rod with cap set for corner; South 45 degrees 15 minutes and 48 seconds West, for a distance of 123.62 feet, to a 1/2 inch iron rod with cap set for corner; North 86 degrees 54 minutes and 48 seconds West, for a distance of 63.03 feet, to a 1/2 inch iron rod with cap set for corner; South 61 degrees 00 minutes and 47 seconds West, for a distance of 281.70 feet, to a 1/2 inch iron rod with cap set for corner; South 39 degrees 26 minutes and 54 seconds West, for a distance of 335.48 feet, to a 1/2 inch iron rod with cap set for corner; South 25 degrees 41 minutes and 00 seconds West, for a distance of 336.00 feet, to a 1/2 inch iron rod with cap set for corner; South 23 degrees 14 minutes and 52 seconds East, for a distance of 176.32 feet, to a 1/2 inch iron rod with cap set for corner; South 46 degrees 02 minutes and 05 seconds West, for a distance of 787.70 feet, to a 1/2 inch iron rod with cap set for corner; North 44 degrees 58 minutes and 28 seconds West, for a distance of 96.75 feet, to a 1/2 inch iron rod with cap set for corner; North 33 degrees 52 minutes and 42 seconds East, for a distance of 220.02 feet, to a 1/2 inch iron rod with cap set for corner; North 31 degrees 55 minutes and 33 seconds West, for a distance of 169.78 feet, to a 1/2 inch iron rod with cap set for corner; and North 66 degrees 07 minutes and 33 seconds West, for a distance of 145.31 feet, to a 1/2 inch iron rod with cap set for corner; Thence North 64 degrees 41 minutes and 15 seconds West, leaving said 250 foot contour and continuing across said 63.883 acres, across the above mentioned 121.065 acre tract (Tract Q), LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 7 of 8 Field Notes for 515.89 Acres across said 300.910 acres and across said 251.98 acres, for a distance of 4068.98 feet, to a 1/2 inch iron rod with cap set for corner; Thence South 64 degrees 45 minutes and 41 seconds West, continuing across said 251.98 acres, across the above mentioned 102.547 acre tract (Tract M) and across said 13.035 acres, for a distance of 2663.78 feet, to a 1/2 inch iron rod with cap set for corner in or near the West line of said 13.035 acres and in the East line of the above mentioned 36.101 acre tract (Tract BD); Thence South 64 degrees 43 minutes and 09 seconds West, across said 36.101 acres, across the above mentioned 5.455 acre tract (Tract O), across the above mentioned 30.71 acre tract (Tract I) and across the above mentioned 1.775 acre tract (Tract K), for a distance of 453.40 feet, to a 5 inch octagonal concrete monument found for corner in the West line of said 1.775 acres, in a West line of said 6166.56 acres and in the East line of the remainder of the James Ray Trant called 100 acre tract (Volume 1107 – Page 689, see also Volume 152 – Page 443); Thence North 00 degrees 45 minutes and 38 seconds West, along the West line of said 1.775 acres, along a West line of said 6166.56 acres and along the East line of said Trant tract, for a distance of 175.24 feet, to a 5 inch octagonal concrete monument found for corner; Thence North 17 degrees 43 minutes and 16 seconds East, continuing along said lines, for a distance of 377.37 feet, to a 5 inch octagonal concrete monument found for corner at the North corner of said 1.775 acres and in the West line of said 30.71 acres; Thence North 04 degrees 07 minutes and 24 seconds West, along the West line of said 30.71 acres, along a West line of said 6166.56 acres and continuing along the East line of said Trant tract, for a distance of 1326.76 feet, to a 5 inch octagonal concrete monument found for corner near a fence line, at the Northeast corner of said Trant tract and at a Southeast corner of the Kenneth Newell Beene called 143.62 acre tract (Volume 1364 – Page 138); Thence North 13 degrees 51 minutes and 18 seconds East, along the Westerly East line of said 143.62 acres and continuing along the West line of said 30.71 acres, for a distance of 105.68 feet, to a 1/2 inch iron rod with cap set for corner at the Northwest corner of said 30.71 acres, at a Northwest corner of said 6166.56 acres and at a reentrant corner of said 143.62 acres; Thence North 86 degrees 16 minutes and 53 seconds East, along the North line of said 30.71 acres, along a North line of said 6166.56 acres and the South line of said 143.62 acres, for a distance of 333.84 feet, to a 5 inch octagonal concrete monument found for corner at a 3-way fence intersection, at the Southeast corner of said 143.62 acres, at the Northeast corner of said 30.71 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 8 of 8 Field Notes for 515.89 Acres acres, at the Northwest corner of said 36.101 acres and in the West right-of-way line of County Road No. 164; Thence North 85 degrees 42 minutes and 37 seconds East, along the North line of said 36.101acres and along a North line of said 6166.56 acres, for a distance of 100.46 feet, to a point for corner on the west rail of said railroad track, a the Northeast corner of said 36.101 acres, in the West line of said 13.035 acres and at a reentrant corner of said 6166.56 acres; Thence North 01 degrees 56 minutes and 45 seconds East, along the West line of said 13.035 acres, along a West line of said 6166.56 acres and along the West rail of said railroad track, for a distance of 1218.00 feet, to the place of beginning and containing 515.89 acres. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 3 Field Notes for 125.61 Acres October 29, 2020 Field Notes for GCERG 125.61 Acres – Tract 9 Philip Goodbread Survey A-223 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Philip Goodbread Survey A-223, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE D (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 425.126 X (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 477.578 METES AND BOUNDS DESCRIPTION Commencing at a 1/2 inch iron rod found for corner at the Southwest corner of said 6166.56 acres, in the South line of the above mentioned 477.578 acre tract (Tract X), in the North line of the Texas Municipal Power Agency called 196.401 acre tract (Volume 378 – Page 728) and in the East right-of-way (R.O.W.) line of Farm to Market Road No. 244, 40 feet from and at a right angle of the centerline of same, and said commencing point has a Texas Central NAD 1983 coordinate value of (N: 10,212,317.10) (E: 3,629,471.70); Thence along the South line of said 6166.56 acres and across said 477.578 acres as follows: North 86 degrees 22 minutes and 45 seconds East, a distance of 453.45 feet to a found T-post; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 3 Field Notes for 125.61 Acres North 86 degrees 24 minutes and 38 seconds East, a distance of 551.54 feet, to a found T-post; and North 86 degrees 26 minutes and 02 seconds East, a distance of 332.02 feet, to a 1/2 inch iron rod with cap set for the POINT OF BEGINNING of the herein described tract; Thence North 05 degrees 43 minutes and 27 seconds West, across said 6166.56 acres, across said 477.578 acres and across the above mentioned 425.126 acre tract (Tract D), for a distance of 5255.64 feet, to a mag nail set for corner in the centerline of the asphalt road leading to the TMPA Power Plant and being at the P.C. of a non-tangent curve; Thence along said asphalt road and across said tracts as follows: Southeasterly with said curve to the right, which has a central angle of 69 degrees 08 minutes and 28 seconds, a radius of 1145.79 feet, and a chord bearing of South 54 degrees 49 minutes and 35 seconds East, for a chord distance of 1300.29 feet, to a point for corner at the P.T. of said curve; South 20 degrees 15 minutes and 21 seconds East, for a distance of 97.13 feet, to a point for corner; South 20 degrees 18 minutes and 10 seconds East, for a distance of 590.31 feet, to a point for corner at the P.C. of a curve; Southeasterly with said curve to the left, which has a central angle of 33 degrees 22 minutes and 10 seconds, a radius of 1111.43 feet, and a chord bearing of South 36 degrees 59 minutes and 15 seconds East, for a chord distance of 638.20 feet, to a point for corner at the P.T. of said curve; and South 53 degrees 16 minutes and 17 seconds East, for a distance of 365.84 feet, to a mag nail set for corner; Thence leaving said road and continuing across said 6166.56 acres and said 477.578 acres as follows: South 36 degrees 27 minutes and 00 seconds West, for a distance of 136.63 feet, to a 1/2 inch iron rod with cap set for corner; South 18 degrees 59 minutes and 18 seconds West, for a distance of 2893.04 feet, to a 1/2 inch iron rod with cap set for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 3 Field Notes for 125.61 Acres and South 03 degrees 53 minutes and 22 seconds East, for a distance of 231.55 feet, to a 1/2 inch iron rod with cap set for corner in the occupied South line of said 6166.56 acres; Thence along the occupied South line of said 6166.56 acres and across said 477.578 acres as follows: South 86 degrees 04 minutes and 05 seconds West, for a distance of 326.44 feet, to a 3 inch square steel post found for corner; South 84 degrees 29 minutes and 24 seconds West, for a distance of 16.92 feet, to an 8 inch wood post found for corner; and South 86 degrees 26 minutes and 02 seconds West, for a distance of 105.20 feet, to the place of beginning and containing 125.61 acres. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 3 Field Notes for 180.98 Acres October 29, 2020 Field Notes for GCERG 180.98 Acres – Tract 10 Philip Goodbread Survey A-223 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Philip Goodbread Survey A-223, Grimes County, Texas and also being all or a part of those certain tracts of land listed below, all of which are recorded in the Deed, Land or Official Records of Grimes County, Texas or the District Court Records of Grimes County, Texas and this tract is also a part of a called 6166.56 acre tract of land described by certified field notes prepared on November 21, 2016 by S.M. Kling, R.P.L.S. #2003 and being more completely described as follows, to wit; SUBJECT TRACT GRANTOR GRANTEE VOL. PAGE EXECUTION DATE CALLED ACREAGE D (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 425.126 X (part) Imogen Garvin McDonald et al Texas Municipal Power Agency 344 280 12/29/1976 477.578 METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod found for corner at the Southwest corner of said 6166.56 acres, in the South line of the above mentioned 477.578 acre tract (Tract X), in the North line of the Texas Municipal Power Agency called 196.401 acre tract (Volume 378 – Page 728) and in the East right- of-way (R.O.W.) line of Farm to Market Road No. 244, 40 feet from and at a right angle of the centerline of same, and said beginning point has a Texas Central NAD 1983 coordinate value of (N: 10,212,317.10) (E: 3,629,471.70); Thence along the West line of said 6166.56 acres, across said 477.578 acres, across the above mentioned 425.126 acre tract (Tract D) and along said R.O.W. line as follows: LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 3 Field Notes for 180.98 Acres North 11 degrees 01 minutes and 58 seconds West, for a distance of 483.79 feet, to a 1/2 inch iron rod found for corner; North 11 degrees 46 minutes and 15 seconds West, for a distance of 1339.80 feet, to a 1/2 inch iron rod found for corner at the P.C. of a curve; Northwesterly with said curve to the right, which has a central angle of 05 degrees 57 minutes and 53 seconds, a radius of 2824.76 feet, and a chord bearing of North 08 degrees 47 minutes and 19 seconds West, for a chord distance of 293.94 feet, to a 1/2 inch iron rod found for corner at the P.T. of said curve; North 05 degrees 48 minutes and 22 seconds West, for a distance of 1325.89 feet, to a 1/2 inch iron rod found for corner at the P.C. of a curve; Northwesterly with said curve to the right, which has a central angle of 02 degrees 51 minutes and 49 seconds, a radius of 5689.52 feet, and a chord bearing of North 04 degrees 22 minutes and 28 seconds West, for a chord distance of 284.32 feet, to a 1/2 inch iron rod found for corner at the P.T. of said curve; North 02 degrees 56 minutes and 33 seconds West, for a distance of 1491.59 feet, to a 1/2 inch iron rod found for corner at the P.C. of a curve; Northwesterly with said curve to the left, which has a central angle of 13 degrees 39 minutes and 03 seconds, a radius of 612.95 feet, and a chord bearing of North 09 degrees 46 minutes and 05 seconds West, for a chord distance of 145.69 feet, to a mag nail set for corner in the centerline of the asphalt road leading to the TMPA Power Plant; Thence North 89 degrees 55 minutes and 48 seconds East, across said 425.126 acres, across said 6166.56 acres and along the centerline of said road, for a distance of 1367.38 feet, to a point for corner; Thence South 89 degrees 23 minutes and 49 seconds East, continuing across said tracts, for a distance of 110.72 feet, to a mag nail set for corner Thence South 05 degrees 43 minutes and 27 seconds East, across said tracts, for a distance of 5255.64 feet, to a 1/2 inch iron rod set for corner in the occupied South line of said 6166.56 acres; Thence along the occupied South line of said 6166.56 acres and across said 477.578 acres as follows: LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 3 Field Notes for 180.98 Acres South 86 degrees 26 minutes and 02 seconds West, for a distance of 332.02 feet, to a T-post found for corner; South 86 degrees 24 minutes and 38 seconds West, for a distance of 551.54 feet, to a T-post found for corner; and South 86 degrees 22 minutes and 45 seconds West, for a distance of 453.45 feet, to the place of beginning and containing 180.98 acres. Plat prepared of even date. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the months of August through October, 2020. GIVEN UNDER MY HAND AND SEAL, this the 29th day of October, 2020. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 14 Field Notes for 76.555 Acres January 13, 2020 Field Notes for GCERG 76.555 Acres – Tract 11 Tandy H. Walker Survey A-471 John Millhanks Survey A-338 John C. Sturtevant Survey A-432 Samuel R. Marshall Survey A-346 Mary Peterson Survey A-369 Wm. Fairfax Gray Survey A-247 Wm. Fairfax Gray Survey A-248 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Tandy H. Walker Survey A-471, part of the John Millhanks Survey A-338, part of the John C. Sturtevant Survey A-432, part of the Samuel R. Marshall Survey A-346, part of the Mary Peterson Survey A-369 part of the Wm. Fairfax Gray Survey A-247 and part of the Wm. Fairfax Gray Survey A-248, Grimes County, Texas and also being all of the following tracts listed below, all of which are recorded in the Deed Records of Grimes County, Texas and also being further described as 76.56 by certified field notes prepared by S.M. Kling, RPLS 2003 on November 21, 2016 and being more completely described as follows, to wit; 1. J.M. Hicks, et al, to Texas Municipal Power Agency, Volume 415, Page 899, called 13.035 acres (Second tract) 2. Malcolm Lewis, et ux, to Texas Municipal Power Agency, Volume 360, Page 601, called 0.960 acres 3. Southern Pacific Transportation Company to Texas Municipal Power Agency, Volume 419, Page 863, called 9.499 acres (Tract 2) 4. Harry E. Bourne, et ux, to Texas Municipal Power Agency, Volume 355, Page 764, called 0.022 acres (Tract 3) 5. Margaret M. Bourne, et vir, to Texas Municipal Power Agency, Volume 355, Page 762, called 0.578 acres LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 14 Field Notes for 76.555 Acres 6. Harry E. Bourne, et ux, to Texas Municipal Power Agency, Volume 355, Page 764, called 0.487 acres (Tract 2) 7. Harry E. Bourne, et ux, to Texas Municipal Power Agency, Volume 355, Page 764, called 0.518 acres (Tract 1) 8. Floyd Dee English, et ux, to Texas Municipal Power Agency, Volume 353, Page 719, called 2.305 acres 9. Ray T. Trant, et ux, to Texas Municipal Power Agency, Volume 366, Page 888, called 0.401 acres 10. C.M. Biederstadt, Jr., et ux, to Texas Municipal Power Agency, Volume 352, Page 504, called 0.314 acres 11. C.M. Biederstadt, Jr., et ux, to Texas Municipal Power Agency, Volume 352, Page 500, called 2.817 acres (Tract 1) 12. Southern Pacific Transportation Company to Texas Municipal Power Agency, Volume 419, Page 863, called 4.785 acres (Tract 1) 13. C.M. Biederstadt, Jr., et ux, to Texas Municipal Power Agency, Volume 352, Page 500, called 1.498 acres (Tract 4) 14. C.M. Biederstadt, Jr., et ux, to Texas Municipal Power Agency, Volume 352, Page 500, called 0.086 acres (Tract 2) 15. C.M. Biederstadt, Jr., et ux, to Texas Municipal Power Agency, Volume 352, Page 500, called 0.086 acres (Tract 3) 16. J.C. Howard, et ux, to Texas Municipal Power Agency, Volume 355, Page 809, called 0.086 acres (Tract 4) 17. J.C. Howard, et ux, to Texas Municipal Power Agency, Volume 355, Page 809, called 0.086 acres (Tract 5) 18. J.C. Howard, et ux, to Texas Municipal Power Agency, Volume 355, Page 809, called 6.096 acres (Tract 1) LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 14 Field Notes for 76.555 Acres 19. J.C. Howard, et ux, to Texas Municipal Power Agency, Volume 355, Page 809, called 0.086 acres (Tract 2) 20. J.C. Howard, et ux, to Texas Municipal Power Agency, Volume 355, Page 809, called 0.086 acres (Tract 3) 21. Leon Meyer, et al, to Texas Municipal Power Agency, Volume 363, Page 398, called 0.086 acres (Tract 2) 22. Leon Meyer, et al, to Texas Municipal Power Agency, Volume 363, Page 398, called 0.086 acres (Tract 3) 23. Leon Meyer, et al, to Texas Municipal Power Agency, Volume 363, Page 398, called 6.939 acres (Tract 1) 24. Texas Municipal Power Agency, Volume 349, Page 806, residue of called 146 acres 25. Texas Municipal Power Agency, Volume 352, Page 506, residue of called 84.677 acres 26. Mrs. Dovie Marie Corley, to Texas Municipal Power Agency, Volume 351, Page 632, called 4.042 acres 27. Anna Mary Boyle, to Texas Municipal Power Agency, Volume 356, Page 35, called 2.801 acres 28. H.H. Day, et ux, to Texas Municipal Power Agency, Volume 351, Page 630, called 3.655 acres 29. Una Cleveland, et vir, to Texas Municipal Power Agency, Volume 354, Page 66, called 2.223 acres 30. W.D. Stuckey, et ux, to Texas Municipal Power Agency, Volume 356, Page 636, residue of called 6.244 acres (Tract 1) 31. G.D. Stuckey, et ux, to Texas Municipal Power Agency, Volume 356, Page 632, called 0.639 acres LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 14 Field Notes for 76.555 Acres 32. John S. Sullivan, et ux, to Texas Municipal Power Agency, Volume 356, Page 484, residue of called 6-1/3 acres 33. Norman Peyton Tucker and Frances Bland Armitage to Texas Municipal Power Agency, Volume 351, Page 342, residue of called 32.548 acres METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod found for corner at the Southeast corner of said 76.56 acres, in the East line of the above mentioned 13.035 acre tract, at the Northwest corner of the Texas Municipal Power Agency called 251.98 acre tract (Volume 635 – Page 824) and at the Southwest corner of the Lyndell Nolan Been, Jr., et al called 132.55 acre tract (Volume 1364 – Page 138) and said beginning point has a NAD 1983 Texas Central Coordinate value of (N: 10,225,712.05) (E: 3,635,068.49); Thence South 87 degrees 21 minutes 46 seconds West, across said 13.035 acres and along the South line of said 76.56 acres, for a distance of 65.12 feet, to a point for corner on the West rail of the TMPA railroad, at the Southwest corner of said 76.56 acres and in the West line of said 13.035 acres; Thence North 01 degrees 56 minutes 39 seconds East, along the West line of said 13.035 acres and said 76.56 acres, for a distance of 3907.70 feet, to a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner at the Northwest corner of said 13.035 acres and at the Southwest corner of the above mentioned 9.499 acre tract; Thence North 02 degrees 03 minutes 15 seconds East, along the West line of said 9.499 acres, for a distance of 14122.50 feet, to a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner on the South edge of County Road No. 157, at the Northwest corner of said 9.499 acres; Thence South 77 degrees 44 minutes 05 seconds East, along the North line of said 9.499 acres and the North line of the above mentioned 1.498 acre tract, for a distance of 73.35 feet, 3/4 inch iron spike found for corner in said County Road at the Northwest corner of the above mentioned 0.086 acre tract (352/500, Tract 2) and at the Southwest corner of the above mentioned 0.086 acre tract (355/809, Tract 4); Thence North 14 degrees 37 minutes 18 seconds East, along the last mentioned 0.086 acres and across said County Road, for a distance of 20.35 feet, to a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner at the Northwest corner of said 0.086 acres; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 5 of 14 Field Notes for 76.555 Acres Thence South 81 degrees 14 minutes 28 seconds East, along the North line of the last mentioned 0.086 acre tract, for a distance of 150.74 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of said 0.086 acres, at the Southeast corner of the Kimberly Dawn Johnson called 19.2 acre tract (Volume 1497 – Page 616 per Grimes CAD) and in the West line of the above mentioned 6.096 acre tract; Thence North 14 degrees 25 minutes 44 seconds East, along the West line of said 6.096 acres and along the East line of said 19.2 acres, for a distance of 2608.41 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of the above mentioned 0.086 acre tract (355/809, Tract 3); Thence North 69 degrees 06 minutes 15 seconds West, along the South line of said 0.086 acres, for a distance of 151.21 feet, to a point for corner in the occupied South line of County Road No. 162 and at the Southwest corner of said 0.086 acres; Thence North 14 degrees 43 minutes 26 seconds East, along the West line of said 0.086 acres and the West line of the above mentioned 0.086 acre tract (363/398, Tract 3) and across said County Road, for a distance of 39.87 feet, 5 inch octagonal concrete monument found for corner at the Northwest corner of the last mentioned 0.086 acre tract; Thence South 76 degrees 59 minutes 01 seconds East, along the North line of said 0.086 acres, for a distance of 150.07 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of said 0.086 acres, at the Southeast corner of the residue of the Dudley Ranch Partnership, LTD called 309.11 acres (Volume 1577 – Page 737), which lies West of said railroad, and also being in the West line of the above mentioned 6.939 acre tract; Thence North 14 degrees 24 minutes 15 seconds East, along the West line of said 6.939 acres and the East line of said Dudley tract, at a distance of 2993.24 feet, pass a 5 inch octagonal concrete monument found at the Northeast corner of said Dudley tract and the Southeast corner of the residue of the Chester Mosier called 233.461 acres (Volume 987 – Page 642), which lies West of said railroad, and continue for a total distance of 5361.19 feet, to a point for corner at the Northwest corner of said 6.939 acres, the Northeast corner of said Mosier tract and in the South line of the above mentioned residue of a called 84.677 acre tract, from which a mag nail found in the top of an 8 inch wood fence corner post bears South 72 degrees 26 minutes West, a distance of 1.27 feet; Thence North 73 degrees 34 minutes 33 seconds West, along the South line of said residue of 84.677 acres, for a distance of 14.95 feet, to a 5 inch octagonal concrete monument found for LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 6 of 14 Field Notes for 76.555 Acres corner at the Southeast corner of the Mike H. Garner called 168.18 acre tract (Volume 1245 – Page 153); Thence North 14 degrees 24 minutes 29 seconds East, along the East line of said 168.18 acres and the West line of said residue of 84.677 acres, at a distance of 2563.16 feet, pass a 5 inch octagonal concrete monument found on line, at a distance of 3635.80 feet, pass the Northwest corner of said residue of 84.677 acres, the Southwest corner of the above mentioned 4.042 acre tract, the Northeast corner of said 168.18 acres, the Southeast corner of the Karen S. Rogers called 66.45 acre tract (Volume 1604 – Page 682) and also pass a 5 inch octagonal concrete monument found 0.8 feet left of line and continue for a total distance of 3885.32 feet, to a 5 inch octagonal concrete monument found for corner at the P.C. of a curve to the right; Thence continuing along the West line of said 4.042 acres, the East line of said 66.45 acres and with said curve to the right, which has a central angle of 05 degrees 11 minutes 52 seconds, a radius of 5789.41 feet and a chord bearing of North 17 degrees 00 minutes 25 seconds East, for a chord distance of 525.03 feet, to a 5 inch octagonal concrete monument found for corner at the P.T. of said curve; Thence North 19 degrees 36 minutes 21 seconds East, along the East line of said 66.45 acres and the West line of said 4.042 acres, at a distance of 291.44 feet, pass the Northeast corner of said 66.45 acres, the Northwest corner of said 4.042 acres, the Southwest corner of the above mentioned 2.801 acre tract, the Southeast corner of the residue of the James Boyle called 59.956 acre tract (Volume 234 – Page 10), which lies on the West side of said railroad and also pass a 5 inch octagonal concrete monument found 0.5 feet right of line and continue for a total distance of 1355.24 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of said Boyle tract, at the Northwest corner of said 2.801 acres and at the Southwest corner of the above mentioned 3.655 acre tract; Thence North 19 degrees 34 minutes 36 seconds East, along the West line of said 3.655 acres and picking up the East line of the Dora Day Guerrero called 33.81 acre tract (Volume 899 – Page 44, Tract 6) and continuing for a distance of 1386.24 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of said 3.655 acres, the Northeast corner of said 33.81 acres, the Southeast corner of the residue of the David Martin called 44-1/3 acre tract (Volume 1690 – Page 664), which lies West of said railroad and at the Southwest corner of the above mentioned 2.223 acre tract; Thence North 19 degrees 40 minutes 26 seconds East, along the West line of said 2.223 acres, the West line of the residue of the above mentioned 6.244 acre tract, the East line of said Martin tract and the East line of the Robert Ray Bravenec and Lorence Larry Bravenec called 6.24 acre tract LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 7 of 14 Field Notes for 76.555 Acres (Volume 503 – Page 319), for a distance of 670.97 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of said residue of 6.244 acres and at the Southwest corner of the above mentioned 0.639 acre tract; Thence North 19 degrees 26 minutes and 17 seconds East, along the West line of said 0.639 acres, the East line of said 6.24 acres and the East line of the residue of the Job Bob Snook, et ux, called 19.28 acre tract (Volume 546 – Page 549), which lies West of said railroad, for a distance of 169.19 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of said Snook tract, at the Northwest corner of said 0.639 acres, at the Southwest corner of the residue of the above mentioned 6-1/3 acre tract and at the Southeast corner of the Leroy Snook, et ux, called 10.83 acre tract (Volume 557 – Page 478); Thence North 19 degrees 38 minutes 35 seconds East, along the West line of the residue of said 6- 1/3 acres, the West line of the residue of the above mentioned 32.548 acre tract and the East line of said 10.83 acres, for a distance of 663.20 feet, to a 5 inch octagonal concrete monument found for corner at the P.C. of a curve to the left; Thence continuing along said lines and with said curve to the left, which has a central angle of 32 degrees 37 minutes 15 seconds, a radius of 650.11 feet, and a chord bearing of North 03 degrees 19 minutes 58 seconds East, for a chord distance of 365.16 feet, to a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner at the P.T. of said curve; Thence North 12 degrees 58 minutes 40 seconds West, continuing along the West line of the residue of said 32.548 acres and the East line of said 10.83 acres, for a distance of 69.08 feet, to a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner at the North corner of the residue of said 32.548 acres and in the West right-of-way line of F.M. Road No. 39; Thence South 44 degrees 21 minutes 50 seconds East, along the Northeast line of the residue of said 32.548 acres and the West right-of-way line of said FM Road, for a distance of 283.09 feet, to a 5 inch octagonal concrete monument found for corner at the PC. of a non-tangent curve to the right at the Northeast corner of the residue of 32.548 acres and at the North corner of the Greg Brown called 5.993 acre tract (Volume 1531 – Page 616); Thence with a curve to the right which has a central angle of 20 degrees 12 minutes 55 seconds, a radius of 822.86 feet, and a chord bearing of South 09 degrees 32 minutes 56 seconds West, for a chord distance of 288.82 feet, to a 5 inch octagonal concrete monument found for corner at the P.T. of said curve; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 8 of 14 Field Notes for 76.555 Acres Thence South 19 degrees 39 minutes 24 seconds West, along the East line of said 32.548 acre residue, the East line of the residue of said 6-1/3 acres and the West line of said 5.993 acres, for a distance of 655.87 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of said 5.993 acres, at the Southeast corner of the residue of said 6-1/3 acres, at the Northeast corner of said 0.639 acres and at the Northwest corner of the residue of 19.28 acres that lies East of said railroad; Thence South 19 degrees 32 minutes 00 seconds West, along the East line of said 0.639 acres and along the West line of the residue said 19.28 acres, for a distance of 168.54 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of the Robert Ray Bravenec and Lorence Larry Bravenec called 0.89 acre tract (Volume 503 – Page 319), at the Southeast corner of said 0.639 acres and at the Northeast corner of the residue of said 6.244 acres; Thence South 19 degrees 38 minutes 43 seconds West, along the East line of the residue of said 6.244 acres, along the East line of said 2.223 acres, along the West line of said 0.89 acres and along the West line of the residue of 44-1/3 acres that lies East of said railroad, for a distance of 670.24 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 2.223 acres, at the Southwest corner of the residue of 44-1/3 acres and in the North line of the Dora Day Guerrero called 13.56 acre tract (Volume 899 – Page 44, Tract 7); Thence North 74 degrees 06 minutes 10 seconds West, along the South line of said 2.223 acres and the North line of said 13.56 acres, for a distance of 48.82 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of said 13.56 acres and the Northeast corner of said 3.655 acres; Thence South 19 degrees 38 minutes 23 seconds West, along the East line of said 3.655 acres and along the West line of said 13.56 acres, for a distance of 1385.86 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 3.655 acres, at the Northeast corner of said 2.801 acres and at the Northwest corner of the residue of said 59.956 acres that lies East of said railroad; Thence South 19 degrees 37 minutes 00 seconds West, along the East line of said 2.801 acres and the West line of said 59.956 acre residue, for a distance of 1062.60 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 2.801 acres, at the Southwest corner of the residue of said 59.956 acres and in the North line of said 4.042 acres; Thence South 73 degrees 46 minutes 37 seconds East, along the South line of said 59.956 acres and the North line of said 4.042 acres, for a distance of 50.22 feet, to a 5 inch octagonal concrete LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 9 of 14 Field Notes for 76.555 Acres monument found for corner at the Northeast corner of said 4.042 acres and at the Northwest corner of the Karen S. Rogers called 20.56 acre tract (Volume 1604 – Page 682); Thence South 19 degrees 36 minutes 21 seconds West, along the East line of said 4.042 acres and the West line of said 20.56 acres, for a distance of 301.65 feet, to a 5 inch octagonal concrete monument found for corner at the P.C. of a curve to the left; Thence continuing along said lines and with said curve to the left which has a central angle of 05 degrees 11 minutes 52 seconds, a radius of 5624.54 feet, and a chord bearing of South 17 degrees 00 minutes 25 seconds West, for a chord distance of 510.08 feet, to a 5 inch octagonal concrete monument found for corner at the P.T. of said curve; Thence South 14 degrees 24 minutes 29 seconds West, continuing along said lines, for a distance of 255.02 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 4.042 acres, at the Southwest corner of said 20.56 acres and in the North line of the residue of 233.461 acres that lies East of said railroad; Thence North 73 degrees 36 minutes 54 seconds West, along the South line of said 4.042 acres and the North line of the residue of said 233.461 acres, for a distance of 58.14 feet, to a 1/2 inch iron rod found for corner at the Northwest corner the residue of said 233.461 acres and at the Northeast corner of the residue of said 84.677 acres; Thence South 14 degrees 16 minutes 15 seconds West, along the East line of said residue of 84.677 acres and the West line of the residue of said 233.461 acres, for a distance of 1070.78 feet, to a 1/2 inch iron rod found for corner; Thence South 14 degrees 18 minutes 33 seconds West, continuing along said lines, for a distance of 2562.28 feet, to a 1/2 inch iron rod found for corner at the Southeast corner of the residue of said 84.677 acres and the Northeast corner of the residue of said 146 acres, from which a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” bears North 22 degrees 10 minutes and 44 seconds East, a distance of 0.44 feet; Thence South 14 degrees 22 minutes 47 seconds West, along the East line of the residue of said 146 acres and continuing along the West line of the residue of said 233.461 acres, for a distance of 2371.26 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of the residue of said 146 acres, at the Southwest corner of the residue of said 233.461 acres, at the Northeast corner of said 6.939 acres and at the Northwest corner of the residue of said 309.11 acres that lies East of said railroad; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 10 of 14 Field Notes for 76.555 Acres Thence South 14 degrees 23 minutes 45 seconds West, along the East line of said 6.939 acres and the West line of the residue of said 309.11 acres, for a distance of 2994.30 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of the above mentioned 0.086 acre tract (363/398, Tract 2); Thence South 68 degrees 56 minutes 33 seconds East, along the North line of said 0.086 acres, for a distance of 150.71 feet, to a 5 inch octagonal concrete monument found for corner in the occupied North line of County Road No. 162 and at the Northeast corner of said 0.086 acres; Thence South 14 degrees 20 minutes 54 seconds West, along the East line of said 0.086 acres, the East line of the above mentioned 0.086 acre tract (355/809, Tract 2) and across said County Road, for a distance of 39.87 feet, to a 5 inch octagonal concrete monument found for corner in the occupied South line of said County Road and at the Southeast corner of the last mentioned 0.086 acre tract; Thence North 77 degrees 01 minutes 44 seconds West, along the South line of the last mentioned 0.086 acres, for a distance of 149.84 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of same, in the East line of said 6.098 acres and at the Northwest corner of the residue of the Virginia Lee Chaney called 109.75 acre tract (Volume 1444 – Page 555, Exhibit “A” Number 8); Thence South 14 degrees 25 minutes 44 seconds West, along the East line of said 6.098 acres and along the West line of said Chaney tract, for a distance of 2599.37 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 6.098 acres and at the Northwest corner of the above mentioned 0.086 acre tract (355/809, Tract 5); Thence South 73 degrees 33 minutes 31 seconds East, along the North line of said 0.086 acres, for a distance of 149.70 feet, to a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner at the Northeast corner of said 0.086 acres; Thence South 14 degrees 37 minutes 40 seconds West, along the East line of said 0.086 acres, along the East line of the above mentioned 0.086 acre tract (352/500, Tract 3), along the Northerly West line of the Ralph A. Lillich, III and Kimberly S. Lillich called 23.029 acre tract (Volume 1550 – Page 31) and across said County Road No. 157, for a distance of 40.48 feet, to a 3/4 inch iron spike found for corner at the Southeast corner of the last mentioned 0.086 acre tract and a reentrant corner of said 23.029 acres; Thence North 81 degrees 33 minutes 43 seconds West, along the South line of said 0.086 acres and the North line of said 23.029 acres, for a distance of 150.34 feet, to a 5 inch octagonal concrete LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 11 of 14 Field Notes for 76.555 Acres monument found for corner at the Southwest corner of said 0.086 acres, at the Northwest corner of said 23.029 acres and in the East line of said 2.817 acres; Thence South 14 degrees 23 minutes 46 seconds West, along the East line of said 2.817 acres and the West line of said 23.029 acres, for a distance of 586.72 feet, to a 5 inch octagonal concrete monument found for corner at the P.C. of a curve to the left; Thence continuing along said lines and with said curve to the left which has a central angle of 12 degrees 18 minutes 53 seconds, a radius of 5698.96 feet, and a chord bearing of South 08 degrees 14 minutes 19 seconds West, for a chord distance of 1222.55 feet, to a 5 inch octagonal concrete monument found for corner at the P.T. of said curve; Thence South 86 degrees 16 minutes 08 seconds East, along a North line of said 2.817 acres and a South line of said 23.029 acres, for a distance of 9.84 feet, to a 5 inch octagonal concrete monument found for corner at a Northeast corner of said 2.817 acres and at a reentrant corner of said 23.029 acres; Thence South 01 degrees 57 minutes 45 seconds West, along the East line of said 2.817 acres and the West line of said 23.029 acres, at a distance of 219.26 feet, pass a 5 inch octagonal concrete monument found at the Southwest corner of said 23.029 acres, the Southeast corner of said 2.817 acres, the Northeast corner of the above mentioned 0.314 acre tract and the Northwest corner of the Dennis Messerly, et ux, called 47.746 acre tract (Volume 916 – Page 139) and continue for a total distance of 1125.38 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 0.314 acres, the Southwest corner of said 47.746 acres, the Northeast corner of the above mentioned 0.401 acre tract and the Northwest corner of the residue of the James Ray Trant and Cynthia Trant called 133.4 acre tract (Volume 1107 – Page 658) that lies East of said railroad; Thence South 02 degrees 07 minutes 12 seconds West, along the East line of said 0.401 acres and along the West line of said Trant tract, for a distance of 1196.41 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 0.401 acres, at the Southwest corner of said Trant tract and in the North line of the George Daniel Parker, III, et ux called 31.005 acre tract (Volume 940 – Page 277); Thence North 88 degrees 58 minutes 30 seconds West, along the South line of said 0.401 acres and the North line of said 31.005 acres, for a distance of 10.73 feet, to an eye bolt found for corner at the Northwest corner of said 31.005 acres and at the Northeast corner of said 2.305 acres; Thence along the East line of said 2.305 acres and the West line of said 31.005 acres as follows: LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 12 of 14 Field Notes for 76.555 Acres South 01 degrees 56 minutes 39 seconds West, a distance of 441.76 feet, to a 5 inch octagonal concrete monument found for corner; South 02 degrees 03 minutes 31 seconds West, a distance of 863.62 feet, to a 5 inch octagonal concrete monument found for corner; South 88 degrees 07 minutes 24 seconds East, a distance of 30.11 feet, to a 5 inch octagonal concrete monument found for corner; and South 02 degrees 00 minutes 13 seconds West, a distance of 332.04 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of said 31.005 acres, the Southeast corner of said 2.305 acres and in the North line of the Patrick Gerard Bourne called 20.00 acre tract; Thence South 85 degrees 38 minutes 28 seconds West, along the South line of said 2.305 acres and along the North line of said 20.00 acres a distance of 20.03 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of said 20.00 acres and at the Northeast corner of the above mentioned 0.518 acre tract; Thence South 02 degrees 03 minutes 16 seconds West, along the East line of said 0.518 acres, the East line of the above mentioned 0.487 acre tract, along the West line of said 20.00 acres, the West line of the Lucy Bourne Vivian called 16.50 acre tract (Volume 1283 – Page 147), along the West line of the Kathleen Bourne Froebel called 18.29 acre tract (Volume 1283 – Page 140) and along the West line of the Aileen Bourne Clay called 18.29 acre tract (Volume 1283 – Page 133), for a distance of 2801.43 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 0.487 acres an in the North line of the above mentioned 0.578 acre tract; Thence North 86 degrees 39 minutes 20 seconds East, along the North line of said 0.578 acres, for a distance of 19.90 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast 0.578 acres; Thence South 02 degrees 02 minutes 37 seconds West, along the West line of said Clay 18.29 acres, the West line of the Julia Bourne Sage called 18.29 acre tract (Volume 1283 – Page 154) and the East line of said 0.578 acres, for a distance of 565.80 feet, to a 5 inch octagonal concrete monument found for corner at a Southeast corner of said 0.578 acres and at a reentrant corner of said Sage 18.29 acres; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 13 of 14 Field Notes for 76.555 Acres Thence North 88 degrees 28 minutes 09 seconds West, along a South line of said 0.578 acres and the North line of said 18.29 acres, for a distance of 29.80 feet, to a 5 inch octagonal concrete monument found for corner at a reentrant corner of said 0.578 acres; Thence South 02 degrees 03 minutes 09 seconds West, along the East line of said 0.578 acres and the West line of said Sage 18.29 acres, for a distance of 917.45 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 0.578 acres and at the Northeast corner of the above mentioned 0.022 acre tract; Thence South 01 degrees 58 minutes 19 seconds West, along the East line of said 0.022 acres and continuing along the West line of said Sage 18.29 acres, for a distance of 174.96 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 0.022 acres, at the Southwest corner of said 18.29 acres and in the North line of the John J. Petrivich, Jr. called 4.60 acre tract (Volume 349 – Page 8); Thence South 76 degrees 52 minutes 12 seconds West, along the South line of said 0.022 acres and the North line of said 4.60 acres, for a distance of 5.74 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of said 0.022 acres, at the Northwest corner of said 4.60 acres and in the East line of said 9.499 acres; Thence South 01 degrees 59 minutes 57 seconds West, along the East line of said 9.499 acres, along the West line of said 4.60 acres, and along the West line of the Ricky Allen Harding, et ux, called 40.000 acre tract (Volume 1395 – Page 101), for a distance of 1600.67 feet, to a 5 inch octagonal concrete monument found for corner at the Northwest corner of the above mentioned 0.960 acre tract; Thence North 80 degrees 40 minutes 10 seconds East, along the North line of said 0.960 acres, for a distance of 4.29 feet, to a 5 inch octagonal concrete monument found for corner at the Northeast corner of same; Thence South 02 degrees 06 minutes 23 seconds West, along the East line of said 0.960 acres, crossing County Road No. 165 and picking up the West line of the residue of the Naomi Darlene Lavender called 134.25 acre tract and continuing for a total distance of 606.61 feet, to a 5 inch octagonal concrete monument found for corner; Thence South 88 degrees 10 minutes 34 seconds East, continuing along said lines, for a distance of 20.12 feet, to a 5 inch octagonal concrete monument found for corner; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 14 of 14 Field Notes for 76.555 Acres Thence South 02 degrees 05 minutes 21 seconds West, continuing along said lines, for a distance of 1610.55 feet, to a 5 inch octagonal concrete monument found for corner at the Southeast corner of said 0.960 acres, at the Southwest corner of said Lavender Tract, at the Northeast corner of said 13.035 acres and at the Northwest corner of said 132.55 acres; Thence South 02 degrees 05 minutes 16 seconds West, along the East line of said 13.035 acres and the West line of said 132.55 acres, for a distance of 3909.68 feet, to the place of beginning and containing 76.555 acres. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the month of January, 2021. GIVEN UNDER MY HAND AND SEAL, this the 13th day of January, 2021. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 4 Field Notes for 14.983 Acres January 13, 2020 Field Notes for GCERG 14.983 – Tract 12a Phillip Goodbread Survey A-223 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Phillip Goodbread Survey A-223, Grimes County, Texas and also being all or part of the following tracts listed below, all of which are recorded in the Deed Records of Grimes County, Texas and also being further described as 15.01 by certified field notes prepared by S.M. Kling, RPLS 2003 on November 21, 2016 and being more completely described as follows, to wit; 1. Southern Pacific Transportation Company to Texas Municipal Power Agency, Volume 413, Page 707, part of called 5.14 acres 2. F.H. Maxwell, et al, to Texas Municipal Power Agency, Volume 351, Page 634, et al, part of 10.723 acres 3. F.H. Maxwell, et al, to Texas Municipal Power Agency, Volume 351, Page 634, et al, part of 9.413 acres 4. County of Grimes to Texas Municipal Power Agency, Volume 363, Page 509, part of called 36.101 acres METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod found for corner on the West side of Gibbon’s Creek Road, at the most Southerly Southwest corner of a 6166.56 acre tract described by certified field notes prepared on November 21, 2016 by S.M. Kling, RPLS 2003, in the West line of the above mentioned 5.14 acre tract, in the East line of the Texas Municipal Power Agency (TMPA) called 196.401 acre tract (Volume 378 – Page 728) and said beginning point has a Texas Central NAD 83 coordinate value of (N: 10,210,505.11) (E: 3,634,301.91); Thence North 86 degrees 16 minutes 20 seconds East, crossing said road and across said 5.14 acres and said 36.101 acres, for a distance of 149.16 feet, to a 1/2 inch iron rod found for corner in the East line of said 36.101 acres, at the Southwest corner of the remainder of the TMPA called 96.188 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 4 Field Notes for 14.983 Acres acre tract (Volume 353 – Page 302) and at the Northwest corner of the Kenneth S. Keally, et ux, Amy called 10.50 acre tract (Volume 1286 – Page 778); Thence South 02 degrees 02 minutes 30 seconds West, along the East line of said 36.101 acres and the West line of said 10.50 acres, for a distance of 392.99 feet, to a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner at the Northwest corner of said 9.413 acres; Thence South 87 degrees 18 minutes 25 seconds East, along the North line of said 9.413 acres, for a distance of 7.22 feet, to a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner at the Northeast corner of a part of said 9.413 acres; Thence South 01 degrees 56 minutes 18 seconds West, along the West line of said 10.50 acres, for a distance of 261.45 feet, 1/2 inch iron rod with a cap stamped “WISNOSKI” found for corner at the Southwest corner of said 10.50 acres and at the Northwest corner of the residue of the Roy E. Gilbert, et ux, Sheryl called 98.160 acre tract (Volume 380 – Page 76); Thence South 01 degrees 55 minutes 41 seconds West, along the West line of said 98.160 acres, for a distance of 1183.39 feet, to a 1/2 inch iron rod with a cap stamped “LACY SURVEYING PROPERTY CORNER” (LSPC) set for corner at the Southwest corner of said 98.160 acres; Thence North 82 degrees 28 minutes 18 seconds East, along the South line of said 98.160 acres, for a distance of 91.49 feet, to a 1/2 inch iron rod found for corner at the Northwest corner of the Kevin Stephens, et ux, called 3.961 acre tract (Volume 950 – Page 490) and also being in the East line of said 9.413 acres; Thence South 02 degrees 03 minutes 13 seconds West, along the East line of said 9.413 acres and the West line of said 3.961 acres, at a distance of 163.30 feet, pass a 8 inch wood post found at the Southwest corner of said 3.961 acres and at the Northwest corner of another called 3.961 acre tract (Volume 1450 – Page 684) and continue for a total distance of 446.13 feet, to a 5 inch octagonal concrete monument found for corner at the Southwest corner of last mentioned 3.961 acres, in the North line of the original Town of Carlos (see plat Volume 61 – Page 256) and at the Northwest corner of the Darrell Bushman, et ux tract (Volume 972 – Page 32 and Volume 309 – Page 665); Thence South 02 degrees 12 minutes 12 seconds West, continuing along the East line of said 9.413 acres and along the West line of East Railroad Street (not constructed), for a distance of 2042.72 feet, to a 5/8 inch iron rod with a cap stamped “TxDot ROW Marker” found for corner in the North right-of-way (R.O.W.) line of F.M. Road No. 244; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 3 of 4 Field Notes for 14.983 Acres Thence North 54 degrees 07 minutes 33 seconds West, along said R.O.W. line and across said 9.413 acres, for a distance of 108.05 feet, to a 1/2 inch iron rod found for corner in the West line of said 9.413 acres and on the East line of County Road No. 171 (see Volume 132 – Page 366); Thence North 02 degrees 00 minutes 05 seconds East, along the West line of said 9.413 acres and the East line of said County Road, for a distance of 2312.77 feet, to a 1/2 inch iron rod with cap stamped LSPC set for corner at the Southeast corner of said 36.101 acres; Thence North 87 degrees 53 minutes 43 seconds West, across said road and along the South line of said 36.101 acres, for a distance of 99.45 feet, to a 1/2 inch iron rod with a cap stamped LSPC set for corner at the Southwest corner of said 36.101 acres and in the East line of said 10.723 acres; Thence South 01 degrees 30 minutes 52 seconds West, along the West line of County Road 171 and along the East line of said 10.723 acres, for a distance of 328.27 feet, to a 1/2 inch iron rod found for corner in the North line of Carlos and at the Northeast corner of the Tammy E. Pulkkinen called 3.05 acre tract (Volume 1698 – Page 312); Thence North 87 degrees 56 minutes 25 seconds West, across said 10.723 acres and along the North line of said 3.05 acres, for a distance of 105.03 feet, to a point for corner in a 8 inch wood fence corner post at the Northwest corner of said 3.05 acres, in the West line of said 10.723 acres and at the Southeast corner of the TMPA 45.153 acre tract (Volume 386 – Page 584), from which a 1/2 inch iron rod found for witness bears South 18 degrees 09 minutes and 18 seconds West, a distance of 1.34 feet; Thence North 02 degrees 02 minutes 07 seconds East, along the West line of said 10.723 acres and said 45.153 acres, at a distance of 399.35 feet, pass a 5 inch octagonal concrete monument found for corner at the Northeast corner of said 45.153 acres and the Southeast corner of the TMPA 42.156 acre tract (Volume 351 – Page 638) and continue for a total distance of 2099.17 feet, to a 1/2 inch iron rod with a cap stamped LSPC set for corner at a reentrant corner of said 196.401 acres and at a Northwest corner of said 5.14 acres; Thence South 87 degrees 47 minutes 41 seconds East, along the lower North line of said 5.14 acres and along a South line of said 196.401 acres, for a distance of 49.64 feet, to a 1/2 inch iron rod with a cap stamped LSPC set for corner at a Southeast corner of said 196.401 acres and at a reentrant corner of said 5.14 acres, from which a 1/2 inch iron rod found for witness bears South 77 degrees 32 minutes and 22 seconds West, a distance of 10.19 feet; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 4 of 4 Field Notes for 14.983 Acres Thence North 02 degrees 16 minutes 51 seconds East, along the East line of said 196.401 acres and along the West line of said 5.14 acres, for a distance of 152.70 feet, to the place of beginning and containing 14.983 acres. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the month of January, 2021. GIVEN UNDER MY HAND AND SEAL, this the 13th day of January, 2021. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 2 Field Notes for 0.847 Acres January 13, 2020 Field Notes for GCERG 0.847 – Tract 12b Phillip Goodbread Survey A-223 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Phillip Goodbread Survey A-223, Grimes County, Texas and also being a part of that certain called 10.723 acre tract of land described in a deed from F.H. Maxwell, et al, to Texas Municipal Power Agency that is recorded in Volume 351, Page 634, et al, of the Deed Records of Grimes County, Texas and being more completely described as follows, to wit; METES AND BOUNDS DESCRIPTION Beginning at a 5/8 inch iron rod with a cap stamped “TxDot ROW Marker” found for corner at the intersection of the West line of said 10.723 acres with the South right-of-way (R.O.W.) line of F.M. Road No. 244 and being at the Northeast corner of the remainder of the Tammy E. Pulkkinen called 18.828 acre tract (Volume 1698 – Page 321) and said beginning point has a NAD 1983 Texas Central Coordinate value of (N:10,206,238.70) (E: 3,634,104.19); Thence South 53 degrees 19 minutes 31 seconds East, along said R.O.W., for a distance of 57.83 feet, to a Type II R.O.W. monument found for corner at the Southwest intersection of F.M. Road No. 244 and County Road 171; Thence South 02 degrees 31 minutes 13 seconds East, along the West line of County Road 171, for a distance of 499.48 feet, to a Type II R.O.W. monument found for corner at the Northwest intersection of County Road 171 and State Highway No. 30; Thence South 42 degrees 00 minutes 12 seconds West, along R.O.W. line, for a distance of 46.93 feet, to a Type II R.O.W. monument found for corner in the North line of said Hwy. 30; Thence South 87 degrees 18 minutes 04 seconds West, along said R.O.W. line, for a distance of 56.67 feet, to a 5/8 inch iron rod with a cap stamped “TxDot ROW Marker” found for corner at the intersection of the West line of said 10.723 acres with said R.O.W. line and also being at the Southeast corner of said Pulkkinen tract; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 2 Field Notes for 0.847 Acres Thence North 01 degrees 58 minutes 21 seconds East, along the west line of said 10.723 acres and the East line of said Pulkinnen tract, for a distance of 571.42 feet, to the place of beginning and containing 0.847 acres. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the month of January, 2021. GIVEN UNDER MY HAND AND SEAL, this the 13th day of January, 2021. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 1 of 2 Field Notes for 0.777 Acres January 13, 2020 Field Notes for GCERG 0.777 – Tract 12c Phillip Goodbread Survey A-223 Grimes County, Texas GENERAL DESCRIPTION All that certain tract, lot or parcel of land, a part of the Phillip Goodbread Survey A-223, Grimes County, Texas and also being a part of that certain called 9.413 acre tract of land described in a deed from F.H. Maxwell, et al, to Texas Municipal Power Agency that is recorded in Volume 351, Page 634, et al, of the Deed Records of Grimes County, Texas and being more completely described as follows, to wit; METES AND BOUNDS DESCRIPTION Beginning at a 1/2 inch iron rod with a cap stamped “SM Kling RPLS 2003” found for corner at the intersection of the East line of said 9.413 acres with the South right-of-way (R.O.W.) line of F.M. Road No. 244 and being at the Northwest corner of the Molly C. Fuller tract (Volume 830 – Page 547) and said beginning point has a NAD 1983 Texas Central Coordinate value of (N:10,206,033.64) (E: 3,634,384.97); Thence South 02 degrees 12 minutes 23 seconds West, along the West line of said Fuller tract and the East line of said 9.413 acres, for a distance of 353.42 feet, to a 5/8 inch iron rod with cap stamped “TxDot ROW Marker” found for corner in the North right-of-way R.O.W. line of State Highway No. 30; Thence South 87 degrees 29 minutes 17 seconds West, along said R.O.W. line for a distance of 59.80 feet, to a Type II R.O.W. Monument found for corner; Thence North 51 degrees 55 minutes 10 seconds West, continuing along said R.O.W. line, for a distance of 35.60 feet, to a 1/2 inch iron rod found for corner at the Northeast intersection of County Road No. 171 and Hwy. 30; Thence North 02 degrees 01 minutes 47 seconds East, along the East line of said County Road 171, for a distance of 371.92 feet, to a Type II R.O.W. monument found for corner at the Southeast intersection of County Road 171 and F.M. 244; LacySurveying.com Phone ( 903 ) 859 – 9942 P.O. Box 736 · Arp, TX 75750 TBPLS Firm #100299-00 Page 2 of 2 Field Notes for 0.777 Acres Thence North 65 degrees 51 minutes 59 seconds East, along the R.O.W. line, for a distance of 25.21 feet, to a damaged Type II R.O.W. monument found for corner in the South line of F.M. 244; Thence South 53 degrees 32 minutes 12 seconds East, along said R.O.W. line, for a distance of 81.05 feet, to the place of beginning and containing 0.777 acres. Grid bearings based on Texas State Plane Coordinate system, Texas Central Zone 4203, NAD 83. Distances recited in surface feet. To convert to grid, multiply by the combined scale factor of 0.9998902. I, DANIEL LEE COOPER, Registered Professional Land Surveyor No. 6148, do hereby certify that the above field notes were prepared from an actual survey made on the ground under my direction and supervision, during the month of January, 2021. GIVEN UNDER MY HAND AND SEAL, this the 13th day of January, 2021. ______________________________ Daniel Lee Cooper R.P.L.S. No. 6148 EXHIBIT 2 TO SCHEDULE 1.01(e) See attached legal description for the Gibbons Creek Substation and Switch Yard. Field notes of a 19.68 acre tract or parcel of land, lying and being situated in the Phillip Goodbread Survey, Abstract No. 223, Grimes County, Texas, and being part of the 477.578 acre - Tract “C” described in the deed from Imogen Garvin McDonald, individually and as Joint Independent Executrix of the Will and Estate of David Reed McDonald, deceased, and as Trustee for the William G. (Bill) McDonald and Lana Reed McDonald McLennan Trust to Texas Municipal Power Agency according to the deed recorded in Volume 344, Page 280, of the Real Property Records of Grimes County, Texas, and said 19.68 acre tract being more particularly described as follows: COMMENCING at a ½" iron rod and cap set being the common line between the beforementioned 477.578 acre tract and a 196.402 acre tract described in the deed to Texas Municipal Power Agency according to the deed recorded in Volume 378, Page 7287, from which an 8” creosote post fence corner bears N 28° 27' E - 6.2 feet, the northwest corner of the said 196.401 acre tract lying in the center line of Farm to Market Road No. 244 bears N 89° 26' 03” W - 40.4 feet, and a ½” iron rod and cap set in the west line of the Phillip Goodbread Survey, A-223 and at the common corner between the beforementioned 477.578 acre tract and a 57.2 acre tract 9 described in the deed to the Smith Family Partners, L.P. recorded in Volume 802, Page 465 (see Volume 208, Page 582 - Seventh Tract for description); THENCE along the east right of way line of the beforementioned Farm to Market Road No. 244 - 80' right of way, as follows: N 07° 00' 03” W 483.93 feet; N 07° 40' 28” W 1339.82 feet to a ½” iron rod and cap set at the beginning of a curve, concave to the east, having a radius of 2824.79 feet; Northerly along said curve for an arc distance of 294.07 feet to the end of this curve, the chord bears N 04° 41' 32” W - 293.94 feet; N 01° 42' 35” W at a distance of 917.31 feet the common corner between the 160 acre tract 6 described in the deed to Smith Family Partners, L.P. recorded in Volume 802, Page 465 and the 139 acre - tenth tract described in the deed to Weyman H. Smith according to the deed recorded in Volume 208, Page 582 bears N 89° 46' 09” W - 37.74 feet, continue on for a total distance of 1325.91 feet to the beginning of a curve, concave to the east, having a radius of 5689.58 feet; Northerly along said curve for an arc distance of 284.36 feet to the end of this curve, from which a 6” creosote h-brace bears S 85° 23' E - 47.0 feet; N 01° 09' 14” E 72.34 feet to a ½” iron rod and cap set on the common line between the beforementioned 477.578 acre tract and a 425.126 acre tract “B”, described in the deed to Texas Municipal Power Agency recorded in Volume 344, Page 280, the common corner between the said 477.578 acre tract and the 425.126 acre tract bears N 89° 46' 09” W - 22.53 feet; Gibbons Creek Switch Station 19.68 Acre Tract Phillip Goodbread Survey, A-223 Grimes County, Texas Page 1 of 2 THENCE S 89 46' 09” E along the common line between the beforementioned 477.578 acre tract and the 425.126 acre tract for a distance of 3969.89 feet to a ½” iron rod and cap set; THENCE S 15 19' 23” W 518.00 feet to a ½” iron rod and cap set at the PLACE OF BEGINNING for this description; THENCE S 82° 25' 01” E 306.58 feet to a ½” iron rod and cap set; THENCE N 05° 24' 57” E 150.24 feet to a ½” iron rod and cap set; THENCE N 74° 08' 27” E 760.32 feet to a ½” iron rod and cap set; THENCE S 84° 33' 15” E 157.69 feet to a ½” iron rod and cap set; THENCE S 62° 23' 28” E 168.70 feet to a ½” iron rod and cap set; THENCE S 04° 08' 03” W 723.35 feet to a ½” iron rod and cap set, a chain link fence corner bears N 33° 59' W - 8.3 feet; THENCE S 89° 21' 41” W 29.49 feet to a ½” iron rod and cap set; THENCE S 25° 26' 34” W 5.67 feet to a ½” iron rod and cap set; THENCE N 85° 40' 39” W 17.29 feet to a ½” iron rod and cap set; THENCE N 02° 16' 35” E 6.94 feet to a ½” iron rod and cap set; THENCE N 85° 53' 14” W parallel to and 7.1 feet south of a chain link fence for a distance of 1185.02 feet to a ½” iron rod and cap set; THENCE S 89° 25' 43” W 185.76 feet to a ½” iron rod and cap set; THENCE N 15° 19' 23” E 426.98 feet to the PLACE OF BEGINNING, containing 19.68 acres of land, more or less. Surveyed: September, 2016 By: S. M. Kling R.P.L.S. No. 2003 Prepared 09/02/16 TMPA Gibbons Creek Switch Station - 19.68ac - 449805 Gibbons Creek Switch Station 19.68 Acre Tract Phillip Goodbread Survey, A-223 Grimes County, Texas Page 2 of 2 CIVIL ENGINEERING CONSULTANTS --- EXHIBIT 3 TO SCHEDULE 1.01(e) Recorded in the Real Property Records of Grimes County, Texas: Vol. 402, Page 396 Vol. 442, Page 229 Vol. 402, Page 440 Vol. 403, Page 104 Vol. 409, Page 347 Vol. 448, Page 826 EXHIBIT 4 TO SCHEDULE 1.01(e) GAS PIPELINE AND METERING STATIONS Easements recorded in the Real Property Records of Grimes County, Texas: 1. Type/Title: Gas Metering Station Easement/”Correction Metering Station Easement” Grantor: Russell S. Butaud, Jr. and wife, Sylvia S. Butaud, John Michael Butaud and wife, Jo Ann Butaud (Note: active metering station) Date: 12-28-1990 Recording Information: V. 668, P. 141 (Grimes) 2. Type/Title: Gas Pipeline Easement/”Addendum to Easement” Grantor: Russell S. Butaud, Jr. and wife, Sylvia S. Butaud, John Michael Butaud and wife, Jo Ann Butaud Date: 10-24-1990 Recording Information: V. 664, P. 30 (Grimes) Note: this amends the electric transmission line easement (V. 474, P. 578) to permit a gas pipeline in the easement. 3. Type/Title: “Grant of Natural Gas Pipeline and Metering Station Easements” Grantor: Phillip Myron Miller Date: 9-12-1990 Recording Information: V. 661, P. 607 (Grimes) (Note: inactive metering station) 4. Type/Title: Gas Pipeline Easement/”Addendum to Easement” Grantor: Kenneth Eugene Gilbert and Ollie B. Peteete Date: 8-21-1990 Recording Information: V. 660, P. 523 Note: this amends electric transmission line easements to allow a gas pipeline in the easement area, see electric line easements in V. 391, P. 680, and V. 391, P. 267 5. Type/Title: Gas “Pipeline Easement” Grantor: John L. Poteete and Johnny Bruce Poteete Date: 8-22-1990 Recording Information: V. 660, P. 673 6. Type/Title: Gas “Pipeline Easement” Grantor: Eugene J. Reeves and wife, Naldia P. Reeves Date: 9-28-1990 Recording Information: V. 662, P. 783 7. Type/Title: Gas “Pipeline Easement” Grantor: Mabel D. Stubbs Date: 10-4-1990 Recording Information: V. 663, P. 66 8. Type/Title: Pipeline Easement Grantor: Jake Cole Howard Date: 8-24-1990 Recording Information: V. 660, P. 810 9. Type/Title: “Addendum to Easement” Grantor: Jake Cole Howard et al Date: 8-24-1990 Recording Information: V. 660, P. 806 Note: Amends electric transmission line easement in V. 408, P. 722 to allow gas pipeline in right of way. 10. Type/Title: “Addendum to Easement” Grantor: Estate of Ray T. Trant Heirs Date: 7-27-1990 Recording Information: V. 659, P. 794 Note: Amends electric line easement in V. 397, P. 365 to permit gas pipeline. 11. Type/Title: “Addendum to Easement” Grantor: Ida Eddie Hicks, et al Date: 8-7-1990 Recording Information: V. 660, P. 677 Note: Amends electric line easement in V. 435, P. 721 to permit gas pipeline in easement. EXHIBIT 5 TO SCHEDULE 1.01(e) Flood easements recorded in the Real Property Records of Grimes County, Texas: Vol. 403, Page 259 Vol. 406, Page 908 Vol. 406, Page 924 Vol. 408, Page 708 Vol. 408, Page 714 Vol. 409, Page 331 Vol. 409, Page 963 Vol. 412, Page 470 Vol. 396, Page 635 Vol. 415, Page 899 Vol. 408, Page 206 Vol. 523, Page 702 Vol. 685, Page 586 Vol. 474, Page 30 Vol. 406, Page 924 Vol. 727, Page 770 SCHEDULE 2.07 ASSUMED LIABILITIES To include (i) all Environmental Liabilities, environmental site conditions on and remediation obligation of the Real Property; (ii) liabilities relating to the retirement of the Purchased Assets, (iii) and other liabilities relating to the Purchased Assets arising on or after the Closing Date. SCHEDULE 3.02 SELLER INTERNAL APPROVALS 1. Approval of Sale by Seller. The sale of the Purchased Assets will require the approval of the Seller’s Board of Directors. 2. Approval of Sale by Seller’s Member Cities. The Sale of the Purchased Assets will require the approval of the Member Cities of Seller, the cities of Bryan, Denton, Garland, and Greenville, Texas, pursuant to Section 163.080(c) of the Texas Utilities Code. SCHEDULE 3.03(b) SELLER APPROVALS 1. The sale of the Purchased Assets will require the approval of the Seller’s Board of Directors and the Member Cities, pursuant to Section 163.080(c) of the Texas Utilities Code. 2. To complete the assignment of some permits will require the Seller to execute transfer forms promulgated by and to be filed with regulatory authorities such as the TECQ. 3. Assigned Facility Agreements, if any, may require the consent of the counterparties to such agreements. 4. The Parties shall make the filings required by Section 2252.908, Texas Government Code, and Chapter 46 of the Ethics Commission’s Rules. The Purchaser’s filing must be made prior to signing the Agreement. SCHEDULE 3.04 LITIGATION There is no litigation pending or threatened within the scope of Section 3.04. SCHEDULE 3.05(a) COMPLIANCE WITH LAWS The Real Property and other Purchased Assets materially comply with applicable Laws, except as follows: None. 1 SCHEDULE 3.05(b) PERMITS Plant Air Permits (Texas Commission on Environmental Quality/U.S. Environmental Protection Agency) 1. The Federal Operating Permit (FOP), also known as Title V Permit (Permit No. O-00083). 2. Permit for the Lignite Handling System (Permit No. 5698). 3. Permit for the Lignite Fired Boiler (Permit No. 5699). 4. Permits by Rule (formerly called Standard Exemptions): a. Permit exemption X-776 for Fuel Oil Storage Tank No. 2. b. Standard exemption No. 118 for two gas line odorant tanks. c. Standard exemption No. 106 for cover and vent system for reaction tanks associated with the wet limestone flue gas desulfurization unit. d. Standard exemption Nos. 75 and 102 for sand blasting and painting in the converted oil storage tank. e. Standard exemption Nos. 5 and 9 for stationary standby emergency engines and portable standby service engines, and “ELKOTA” steam cleaner, gasoline fired, diesel burned. f. Standard exemption No. 70 for repairs and maintenance activities on abrasive cleaning and surface coating area. g. Standard exemption Nos. 3, 4, 20, 31, 32, 34, 39, 40, 49, 59, 103, and 104, for comfort heating and cooling, cafeteria, laboratory, and repairs and maintenance. h. Standard exemption Nos. 14 and 60 for motor fuel storage, dispensing station, and sewage treatment plant. i. Permit by Rule No. 89432 (Scrubber Project). Plant Water/Waste Permits (Texas Commission on Environmental Quality/U.S. Environmental Protection Agency) 1. Permit No. 3489 (Certificate 12-5311) to appropriate state water for Gibbons Creek dam and reservoir. 2. Permit No. 1015 for water contract with Brazos River Authority. 3. Permit No. 3791 (Certificate No. 12-5307A) to scalp water from Navasota River. 2 4. Authorization No. 2E-0000027 for industrial reclaimed water use. 5. TPDES (Texas Pollution Discharge Elimination System) Permit No. 02120 for wastewater discharge. 6. Solid Waste Notice of Registration No. 32271. 7. Boiler Certificate of Operation (Texas Boiler Number TX 116385), Texas Department of Licensing and Registration. Pipelines 1. Railroad Commission Operator No. 846661. 2. U.S. Department of Transportation Operator ID: 19301. Elevators 1. Passenger Elevator License No. 28485. 2. Freight Elevator License No. 28486. Radioactive Materials 1. Radioactive Material’s License. 2. Texas State Department of Health Services (L-02913). SCHEDULE 3.07(a) INSURANCE POLICIES The policy descriptions are attached to this Schedule. Policy # Company Description/CoveragePolicy TermBDD184858401Hanover Insurance CoCommercial CrimePolicy Limits:1/24/2021$13,110.00 Annual Premium $5,000,000 Employee Theft toInstallment$5,000,000 ERISA Fidelity 1/24/2024$5,000,000 Client Property$39,330.00 Total Policy Premium$5,000,000 Forgerty or Alteration$5,000,000Premises Coverage$5,000,000 Transit Coverage$5,000,000 Computer Crime ‐ Computer Fraud$100,000 Computer Crime ‐ Restoration Expense$5,000,000 Funds Transfer Fraud$5,000,000 Credit, Debt or Charge Card Fraud$5,000,000 Money Oders and Counterfeit Money$1,000,000 Personal Accounts Protection ‐ Forfery or Alterations$25,000 Personal Accounts Protection ‐ Identity Fraud Reimbursement$50,000 Investigative ExpenseDeductibles:$50,000 Employee Theft $0 ERISA Fidelity$0 Client Property$50,000 Forgerty or Alteration$50,000Premises Coverage$50,000 Transit Coverage$50,000 Computer Crime ‐ Computer Fraud$2,500 Computer Crime ‐ Restoration Expense$50,000 Funds Transfer Fraud$50,000 Credit, Debt or Charge Card Fraud$50,000 Money Oders and Counterfeit Money$1,000 Personal Accounts Protection ‐ Forfery or Alterations$1,000 Personal Accounts Protection ‐ Identity Fraud Reimbursement$0 Investigative ExpenseTerms & Conditions:Common Policy DeclarationsCommon Policy Terms and ConditionsUS Treasury Departments Office of Foreign Assets Control (OFAC) Advisory Notice to PolicyholdersTexas Important NoticeDisclosureSchedule of FormsTexas State Amendatory EndorsementCrime Coverage Part DeclarationsCrime Coverage Part False Pretenses Risk BulletinERISA Automatic Limit Increase EndorsementFalse Pretenses Coverage - $100,000 Limit of Liability, Retention $50,000Crime Enhancement EndorsementJoint Venture or Partnership As InsuredJoint InsuredXL5036219PAEGISExcess LiabilityLimits of Insurance:10/1/2020 $307,396.00Premium $35,000,000 Limit of Liability Each Occurrence to $15,369.80SLT and Fees$70,000,000 General Aggregate 10/1/2021$322,765.80$35,000,000 Combined Products & Completed Ops Aggregate*$35,000,000 Failure to Supply Liability Aggregate*$35,000,000 Pollution Liability AggregateLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000 Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000$35,000,000 Med Mal Injury Each Occurrence*$35,000,000 Employment Practices Liability$1,000,000 SIR Each Claimant$1,000,000 SIR Each Occurrence$35,000,000 Wild Fire Liability Aggregate*$1,000,000 Underlying Limits*Subject to the $70,000,000 General Aggregate of the PolicyTerms & Conditions:Claims Made PolicyUnderlying Limits ScheduleEmployment Practices Liability EndorsementCommunity Service Activity EndorsementStandards Board Activity EndorsementCare, Custody and Control EndorsementAmended Notice of Cancellation EndorsementMember with Voting Rights EndorsementTerrorism Exclusion EndorsementDefinition (DD) Wildfire, Definition (EE) Wildfire Liability, Exclusion (K) Intentional Acts25% Minimum Earned Premium100% Minimum & Deposit Premium 018172065 National Union Fire Ins.D&O/FiduciaryLimits of Liability:10/1/2020$134,350.00 Premium Co. of PA $10,000,000 Policy Aggregate Limit of Liability ‐ For All Combined to$50,000 Crisis Management Fund for D&O 10/1/2021$50,000 Voluntary Compliance Loss Sublimit ‐ Fiduciary$250,000 HIPAA Penalties Sublimit ‐ FiduciaryCoverage Section D&O:$5,000,000 Separate Limit of LiabilityInapplicable Shared Limit of Liability$0 Retention/Deductible ‐ Crisis Management Events$100,000 Retention/Deductible All Other Claims6/8/2006 Continuity DateCoverage Section Fiduciary:$5,000,000 Separate Limit of LiabilityInapplicable Shared Limit of Liability$250,000 Retention/Deductible ‐ All Claims10/1/1986 Continuity Date*With Respect to the D&O and Fiduciary Coverage Section, No Retention Amount is Applicable to Non‐Indemnifiable Loss*No Retention is applicable to Voluntary Compliance Loss & HIPAA PenaltiesTerms & Conditions:General Terms and ConditionsDirectors & Officers and Not‐For Profit Org LiabilityFiduciary Liability Coverage Section Policyholder Notice Regarding E‐Discovery Consultant ServicesAppendix A – Not for Profit Panel Counsel AddendumAppendix B – Crisis Mgmt Coverage for D&O SectionAppendix D ‐ Employee Benefit Plan Fiduciary Liability Panel Counsel ListEconomic Sanctions EndorsementNotice of Claim – Reporting by EmailTexas Amendatory Endorsement Cancellation and Nonrenewal Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000Organization Patent Exclusion – D&O Coverage SectionCommissions Exclusion – All Coverage SectionsExcl. F & G Amend Endt – General Terms & Con. AmendNot for Profit Risk Protector Amend Endt – No BI/PD Excl Amend ‐ D&O & FLI SectionsNuclear Energy Liability Exclusion Panel Counsel Firm List AmendedPatent Copyright Exclusion – D&O SectionSide A Excess Limit of Liability Endorsement – Excess Limit Applicable to Non‐Indemnifiable Loss under the D&O Coverage Section ‐ $500,000Severability of the Application EndorsementAntitrust Claims Separate Retention and Coinsurance (D&O Coverage Section)Governmental Funding Defense Cost Coverage (D&O Coverage Section)Cyber Exclusion (D&O Coverage Section)Federal Share of Compensation under TRIA and Cap on Losses EndorsementSpecific Investigation/Claim/Limitation/Event or Act ExclusionCaptive Insurance Company Exclusion (D&O Coverage Section)EUTN18214490ACE American Ins. Co.Property Coverage ‐ Limits of Liability:8/1/2020$283,048.00 Total Annual Premium Transmission Assets O$100,000,000 Any One Occurrence to8/1/2021Sublimits:$50,000,000 Annual Aggregate ‐ Earthquake (Excluding California) No Coverage California Earthquake$50,000,000$2,500,000$100,000,000 Annual Aggregate ‐ Named Windstorm (Excluding Storm Surge)$1,000,000 Accounts Receivable$1,000,000$100,000,000 Boiler & MachineryIncluded Above Expediting ExpensesIncluded in Pollution Cleanup ‐ Hazardous Substance/Pollutants$500,000 Water Damage$250,000 Ammonia ContaminationNo Coverage Consequential Damage/Spoilage/Perishable GoodsNo Coverage Business Interruption$250,000$1,000,000 Contractors Equipment (Owned)$500,000$1,000,00025%$2,500,000 Demolition and Increased Cost of Construction$1,000,000 Electronic Data Processing Equipment (EDP)$500$2,500,000 Extra Expense (40%/80%/100%)$500,000 Expediting Expenses$100,000 Fine Arts$250,000 Fire Department Services$100,000 Leasehold Interest$250,000 Unnamed Locations$250,000 Pollution Clean‐up Real & Personal Property ‐ Annual Aggregate$150,000 Property of Others$1,000,000 TransitTIV: $138,072,335Contractors Equipment (Unscheduled: rented or leased ‐ 3 months or less)Course of Construction (no coverage for projects exceeding sublimit in value)or $2,500,000 whichever the greater for physical damage loss ‐ Debris RemovalAnnual Aggregate ‐ Flood (excluding Zone A & V/associated subzones) including Storm Surge) except; Location wholly or partially located in Flood Zone A & V and associated SubzonesAutomatic Coverage (Newly Acquired Locations) 60 Days Reporting Provision (no coverage for earthquake, named storm, time elementClaims Preparation Cost/Professional Fees (excludes public adjuster & attorney fees)Any One Tool, not to Exceed $5,000 ‐ Employee Owned Tools (Tools owned by Employees or the Insured Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000$1,000,000 Valuable Papers and RecordsDeductible:$100,000 Physical Damage except; $100,000 Minimum ‐ Transformers ‐ $1.75 Per kVA$100,000 Flood except; $500,0002%720 Hours Time Element ‐ Extra ExpenseTerms & Conditions:72 Hour Occurrence Definition applies to Wind, Flood, Earthquake and Riot. The following mandatory Forms and Endorsements shall apply:Applicable State Required Amendatory EndorsementsAsbestos Exclusion AuthoritiesBiological or Nuclear ExclusionBridge WordingClaims NotificationData Distortion/Corruption Exclusion Illness or DiseaseCommon Policy ConditionsCommercial Property ConditionsMillennium ClarificationMold ExclusionOFAC NoticePolitical Risk ExclusionSignature PageTerrorism Exclusion EndorsementTrade or Economic Sanctions Endorsement (OFAC)The following Additional Endorsements will attach to the Benchmark Form:Accounts ReceivableActual Cash Value TransformersAgree Amount PDAutomatic Coverage (Newly Acquired)Boiler & Machinery CoverageClaims Preparation CostContractors EquipmentCourse of ConstructionDemolition & Increased Cost of ConstructionEarthquake (Excluding California)Electronic Data ProcessingEmployee Owned ToolsExpediting ExpenseExtra Expense (40%/80%/100%)Agreed Amount Endorsement (PD) applies to this policy. Locations wholly or partially located in Flood Zone A & B and associated subzonesof the affected location TIV at risk subject to $100,000 Minimum ‐ Named WindstormTransmission and Distribution lines located 1,000 feet from any Insured premises are excluded. Business Interruption, Contingent Business Interruption and Contingent Extra Expense are excluded. Extra Expense does not include generation, transmission, purchase, replacement, trading or distribution of electrical power. Actual Cash Value Valuation (with proper deduction for depreciation) on Transformers over 25 years of age which have not been rewound. No coverage is provided for the Gibbons Creek Steam Electric Station (Coal Fired Generating Facility) or Dam at Gibbons Creek, Texas. Exclusion of Loss Due to Virus, Bacteria or Microorganism that induce Physical Distress, Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000Fine ArtsFire Department ServicesLeasehold InterestsNamed Windstorm DefinitionProfessional FeesProperty of OthersReplacement Cost ValueSchedule of Locations / Premium CalculationsTransit CoverageUnnamed LocationsValuable Papers and Records60 Days Notice of Cancellation, except 10 Days for Non Payment of Premium Additional Named Insureds: City of Garland City of Bryan City of Denton City of GreenvilleCo‐Insurance: 90% Property ‐ Waived by Agreed AmountValuation:1. The Amount of this policy.4. Actual Cash Value of the property is not repaired or replaced within 2 years.Time Element Coverage(s): Excluded, except Extra Expense: Actual Loss Sustained. UTS25672930Lloyd's LondonTerrorism Coverage ‐ Limits of Liability:8/1/2020 $7,750.00 Annual Premium Transmission Assets O$50,000,000 Per Occurrence to $375.88 SL Taxes$50,000,000 Aggregate 8/1/2021 $11.63 Stamping Fee$8,137.51 Total Annual Premium Sublimits:$0 Business Interruption $1,000,000 30 Day(s), 1 Mile ‐ Civil or Military Authority$1,000,000 Debris Removal Expenses$1,000,000 Decontamination Costs Excluding NCBR$10,000,000 Demolition and Increased Cost of Construction$1,000,000 Errors and Omissions$1,000,000 Electronic Data Processing Media$0 Extended Period of Indemnity$250,000 Fine Arts$1,000,000 30 Day(s) and 1 Mile ‐ Ingress/Egress$250,000 Preservation of Property$250,000 Professional FeesThis company’s liability for loss under this policy for real & personal property (excluding stock) shall not exceed the smallest of the following amounts: 2. The replacement cost of property or any part thereof, identical with property described herein, at the same location & intended for the same occupancy & use; Replacement Cost does not apply to refractory lining or catalyst – Actual Cash Value Only. 3. The amount actually & necessarily expended in repairing or replacing the property described herein, or any part thereof, at the same location, or another location, and intended for the same occupancy & use. Finished goods sold but not delivered, at the Insured’s net selling price of such property at the time & place of such loss less all discounts & un‐incurred expenses to which such property would have been subject had no loss occurred. Finished goods not sold, at replacement cost. (Finished goods shall be those goods on which the Insured, or others for the account of the Insured, shall have completed work to the extent that such goods are in a state ready for sale, normal to the business of the Insured). Raw stock & stock in process, at replacement cost with like kind & quality, at the time & place of loss. Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000$250,000 Relocation Expense$1,000,000 30 Day(s), and 1 Mile ‐ Service Interruption$250,000 Transit$1,000,000 Valuable Papers$1,000,000 Accounts Receivable$1,000,000 and 30 Days ‐ Automatic Coverage$250,000 Commissions, Profits and Royalties$0 Contingent Business Interruption ‐ Named Suppliers/Customers$0 Contingent Business Interruption ‐ Unnamed Suppliers/Customers$250,000 Delay in Startup Costs$10,000 Fire Protective Systems$250,000 Green Building Additional Expense$250,000 Key & Lock Expense $10,000 Landscaping Sublimit$0 Leasehold Interest$0 Loss of Attraction$2,500,000 and 30 Days ‐ Miscellaneous Unnamed Locations$5,000,000 and 90 Days ‐ Newly Acquired Locations$1,000,000 Property in Course of Construction$0 Rental Income$250,000 Soft CostsDeductibles:$50,000 Deductible0 Hours Waiting PeriodTerms & Conditions:25% Minimum Earned Premium EndorsementSurplus Lines Tax SummarySurplus Lines DisclosureGeneral Terms and ConditionsTerrorism and Sabotage Coverage PartLloyd's Syndicate ‐ 33 EndorsementPremium Payment ClauseService of Suit EndorsementPolicyholder Disclosure Notice of Terrorism Insurance CoverTexas Important NoticeEconomic and Trade Sanctions Policyholder NoticePolicyholder Notice ‐ Complaints or CommentsPrimary $75MProperty Coverage ‐ Limits of Liability:8/1/2020 $539,184.00 Annual Premium $15M part of $75MGibbons Plant Only$75,000,000 Any One Occurrence to $26,150.43 SL Taxes58A3EI000032400 Princeton E&S Lines Ins. Co.8/1/2021 $808.79 Stamping Fee$22,687,500 part of $75MSublimits:$566,143.22 Total Annual Premium B1230GP04777A20 Lloyd's LondonTIV: $173,679,715$75,000,000 Annual Aggregate Earth Movement$75,000,000 Annual Aggregate FloodPrimary $25M$26,000,000 In respect Dam at Gibbons Creek, Texas$7.5M part of $25M $10,000,000 Expediting Expense (Physical Damage only)B1230GP04777B20 Lloyd's London$10,000,000$4,937,500 part of $25M $10,000,000 Extra Expense ‐ excluding replacement powerLHT914374 Landmark American Ins. Co. $5,000,000 or 25% of the loss, whichever the greater ‐ Debris Removal$5,000,000 Demolition / Increased Cost of Construction / Building Laws$50M xs $25M$5,000,000 Newly Acquired Locations ‐ 90 Days$24,875,000 part of $50M xs $25M $5,000,000 Unintentional Errors and OmissionsProperty in Incidental Course of Construction (Doesn't apply to projects with an estimated total contract value in excess of $10,000,000 Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000795013234 Homeland Insurance Co of NY $5,000,000 Off‐Site Storage$5,000,000 Miscellaneous Unnamed Locations$5,000,000 Inland Transit$5,000,000 Improvements and Betterments$2,000,000 Valuable Papers and Records (reproduction costs only)$2,000,000 Protection and Preservation of Property$2,000,000 Mobile Equipment$2,000,000 Electronic Data Endorsement A$500,000 Hazardous Substances or Contaminants$500,000 Fire and Police Department Service Charge2 Weeks Extra Expense as a result of Interruption by Civil or Military AuthorityDeductible:$750,000 Any One Occurrence ‐ Property Damage and Machinery Breakdown2%$100,000 Any One Occurrence ‐ Transit$100,00045 Days Waiting Period ‐ Extra ExpenseTerms & Conditions:Policy Wording, as expiring with amendments to valuation.Seepage and/or Pollution and/or Contamination ExclusionDebris Removal and Cost of Clean Up Extension; Authorities ExclusionCancellation Clause (90 days) Sanction Limitation and Exclusion Clause, as contained within the Policy WordingApplication of Sublimits EndorsementWar and Civil War ExclusionBiological or Chemical Materials Exclusion Microorganism Exclusion ‐ AbsoluteAsbestos EndorsementWaiting Period DefinitionPermission for Excess InsuranceWindstorm DefinitionPower Generation Cyber & Data EndorsementExtra Expense ClauseElectrical transmission and distribution lines, line transformers. Towers and poles, cables, pipes and pipelines, and equipment or apparatus connected there with while situated on or not beyond 1,000 feet of the Insureds Generating Premises Described in the Dec. Terrorism Exclusion EndorsementUS Terrorism Insurance Act of 2002 as amended, not purchased clauseAssigned Adjuster: Tracy L. Smith, Specialty Adjusters, Inc.Idle Plant EndorsementTwo‐year rebuild clauseFunctional Replacement CostCommunicable Disease ExclusionMinimum Earned Premium (MEP): Varies by each carrier. Referenced MEP under ech carrier All carriers: 100% premium deemed earned in the event of a loss ratio of 60% or more.Primary $75MExcluding Boiler & Machinery Minimum Earned Premium: 25%72 hour occurrence definition for Earth Movement, Flood and Wind (where covered).The Princeton Excess and Surplus Lines Insurance Company ‐ 20% being $15,000,000 part of $75,000,000 Primaryof the value of risk, subject to a maximum of $5,000,000 Any One Occurrence ‐ Earth MovementAny One Occurrence ‐ Mobile Equipment / Texas Municipal Power Agency Head Office & Miscellaneous Locations Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000Flood coverage included in this Policy is excess of any NFIP coverage currently in force on existing buildings. Coverage under this policy does not attach until the liability of the NFIP policies have been exhausted. The flood deductible of this policy, however shall be applied independent of the NFIP policy.Underground piping covered at project location onlyLEG 2 Defects Wording Applies (for Proven equipment).Warranty exclusion.Several Liability Clause.Transformers & Distribution Lines and mounted transformers in excess of 1000 feet from insured location are excluded unless scheduled.General Exclusions: Acts of War, Nuclear, Biological, Asbestos and MoldPolicyholder Disclosure Notice Of Terrorism Insurance CoverageSelection Or Rejection Of Terrorism Insurance CoverageTerrorism Risk Insurance ActMold/Fungal Pathogens ExclusionService Of Process EndorsementViolation Of Economic Or Trade SanctionsTexas Compliant Notification PESLIC will allow up to 2.5% of our net premium (excluding Terrorism) for company loss prevention engineering services, subject to 30.25% being $22,687,500 part of $75,000,000 PrimaryLead Form endorsements/conditions as included above under ConditionsTexas Complaint’s NoticeTexas Surplus Lines Notice Choice of Law & Jurisdiction: As per policy wording. Premium deemed 50% earned at inception Premium Payment Terms: 60 Days Premium Payment Clause Recording, Transmitting & Storing Information: Where Broker maintains risk & claim data/ information/documents Broker may hold data / information / documents electronically Primary $25MLloyds of London (Syndicates: KLN 0510 / 1880): 30% being $7,500,000 part of $25,000,000 PrimaryEndts/conditions as included above under Conditions w/ the following modifications: Minimum Earned Premium: 25% minimum deemed earned at inception Premium Payment TermsCommunicable Disease EndorsementTexas Complaint’s NoticeTexas Surplus Lines Notice Recording, Transmitting & Storing Information: Where Broker maintains risk and claim data/ information/documents Broker may hold data / information / documents electronically Excluding Property in Course of Construction Landmark American Insurance Company: 19.75% being $4,937,500 part of $25,000,000 PrimaryMinimum Earned Premium: 25%Appraisal Clause AmendmentAsbestos ExclusionCyber, Electronic Data and Systems ExclusionLloyds of London (Syndicates: AGR 2121 / LRE 3010 / HDU 382) / Aspen Insurance UK Ltd. / Arch Insurance Company Europe, Ltd.Survey or Risk Engineering Fees up to 2.5% of Premium, on an as‐incurred basis and upon receipt of InvoiceSurvey or Risk Engineering Fees up to 2.5% of Premium, on an as‐incurred basis and upon receipt of InvoiceForm: Warranty Coverage Form following Munich (Princeton E&S) lead terms, excluding Boiler & Machinery Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000Exclusion ‐ MarijuanaExclusion of Pathogenic or Poisonous Biological or Chemical MaterialsTexas Important NoticeVacancy Permit$50M xs $25MHomeland Insurance Company of New York: 49.75% being $24,875,000 part of $50,000,000 xs $25,000,000No Flat CancellationsMinimum Earned Premium: 25% of the premium is earned at inceptionNewly acquired properties must have the underwriter’s prior approval.Excess Property DeclarationsManuscript Form – Excess Property Policy Excess Property ConditionsClaim Reporting OptionsExclusion of Certified Acts of Terrorism Service of Suit EndorsementTreasury OFAC Advisory NoticeElectronic Data and Cyber Vandalism ExclusionFungus, Wet Rot, Dry Rot, Virus and Bacteria ExclusionNuclear, Chemical and Biological ExclusionContaminants and Pollutants ExclusionEquipment Breakdown ExclusionsValuation:Functional Replacement Cost, except Replacement Costs applies to the following assets: Building 0001A ‐ New Administration Building ‐ TIV of $5,204,450 Building 12 ‐ Diesel Fire Pump Building ‐ TIV of $714,100Actual Cash Value applies to: Building 403 ‐ Spillway/Dam ‐ TIV of $26,105,200UTS256729420Lloyd's LondonTerrorism Coverage ‐ Limits of Liability:8/1/2020 $13,500.00 Annual Premium Gibbons Creek Only$75,000,000 Per Occurrence to $654.75 SL Taxes$75,000,000 Aggregate 8/1/2021 $20.25 Stamping Fee$14,175.00 Total Annual Premium Sublimits:$0 Business Interruption $1,000,000 30 Day(s), 1 Mile ‐ Civil or Military AuthorityValuation: Property insured under the Policy will be valued according to the terms of the Broker's Manuscript form.Coverage has been rejected by the insured for all acts of terrorism including but not limited to those that are certified by the Secretary of Treasury under the Terrorism Risk Insurance Act. Perils Insured: Direct Physical Loss or Damage Including Flood and Earthquake; Excluding Zone A/V‐Flood, Zone B/Shaded X‐FloodExclusions: Contaminants, Pollutants, Asbestos Removal, Electronic Data and Cyber Vandalism, Fungus, Wet Rot, Dry Rot, Virus/Bacteria Nuclear, Chemical or Biological Materials, Equipment Breakdown, Terrorism Salvage or Recoveries: When, in connection with any loss under this Policy, any salvage or recovery is received after loss settlement, the loss will be calculated on the basis on which it would have been settled had the amount of salvage or recovery been known at the time the loss was originally determined. Any amounts thus found to be due either party from the other will be paid promptly. The expense of all proceedings necessary to such recoveries will be apportioned between the interests concerned in the ratio of their respective recoveries as finally settled. If there should be no recovery and proceedings are conducted solely by this Company, this Company will pay such expenses. Policy # Company Description/CoveragePolicy TermLimits of Liability Annual Premium McGriff, Seibels & Williams, Inc.5080 Spectrum Drive, Suite 900EAddison, TX 75001Phone: 469‐232‐2100 Fax: 469‐232‐2101SUMMARY OF INSURANCETexas Municipal Power AgencyP.O. Box 7000Bryan, TX 77805‐7000$1,000,000 Debris Removal Expenses$1,000,000 Decontamination Costs Excluding NCBR$10,000,000 Demolition and Increased Cost of Construction$1,000,000 Errors and Omissions$1,000,000 Electronic Data Processing Media$0 Extended Period of Indemnity$250,000 Fine Arts$1,000,000 30 Day(s) and 1 Mile ‐ Ingress/Egress$250,000 Preservation of Property$250,000 Professional Fees$250,000 Relocation Expense$1,000,000 30 Day(s), and 1 Mile ‐ Service Interruption$250,000 Transit$1,000,000 Valuable Papers$1,000,000 Accounts Receivable$1,000,000 and 30 Days ‐ Automatic Coverage$250,000 Commissions, Profits and Royalties$0 Contingent Business Interruption ‐ Named Suppliers/Customers$0 Contingent Business Interruption ‐ Unnamed Suppliers/Customers$250,000 Delay in Startup Costs$10,000 Fire Protective Systems$250,000 Green Building Additional Expense$250,000 Key & Lock Expense $10,000 Landscaping Sublimit$0 Leasehold Interest$0 Loss of Attraction$2,500,000 and 30 Days ‐ Miscellaneous Unnamed Locations$5,000,000 and 90 Days ‐ Newly Acquired Locations$1,000,000 Property in Course of Construction$0 Rental Income$250,000 Soft CostsDeductibles:$50,000 Deductible0 Hours Waiting PeriodTerms & Conditions:25% Minimum Earned Premium EndorsementSurplus Lines Tax SummarySurplus Lines DisclosureGeneral Terms and ConditionsTerrorism and Sabotage Coverage PartLloyd's Syndicate ‐ 33 EndorsementPremium Payment ClauseService of Suit EndorsementPolicyholder Disclosure Notice of Terrorism Insurance CoverTexas Important NoticeEconomic and Trade Sanctions Policyholder NoticePolicyholder Notice ‐ Complaints or Comments SCHEDULE 3.07(b) INSURANCE CLAIMS None. SCHEDULE 4.03(c) PURCHASER’S APPROVAL 1. Charah Solutions, Inc. Board of Directors Approval. 2. [Charah Solutions, Inc. Lender Group Approval.] SCHEDULE 5.02(a) CONDUCT OF BUSINESS PENDING THE CLOSING Seller has the right to install, operate, maintain and remove leachate treatment systems for the Site A Landfill, including all supporting equipment, machinery, or utilities exclusively servicing such leachate treatment systems. SCHEDULE 9.06(a) BOND REDUCTION AMOUNTS Updated: 11‐27‐20 Category Cost Estimate ENVIRONMENTAL REMEDIATION: Prorated Percent 11‐30‐20 Financial Security Proration Ash Pond Closure $ 10,000,000 18% $ 6,570,000 Scrubber Sludge Pond Closure $ 4,000,000 8% $ 2,920,000 Site A Landfill Closure $ 20,000,000 37% $ 13,505,000 Site F Landfill Closure $ 13,600,000 25% $ 9,125,000 Plant Shutdown & Decommissioning $ 6,500,000 12% $ 4,380,000 $ 54,100,000 100% $ 36,500,000