By executing the Agreement below, Executive confirms and acknowledges that she has reviewed the information about the offer described above and given to her as part of this Agreement. Executive further acknowledges that she has been granted twenty-one (21) days from the date she received this Agreement within which to consider this Agreement. Executive further acknowledges that by virtue of being presented with this Agreement, she is hereby advised in writing to consult with legal counsel prior to executing this Agreement. Executive acknowledges that if she executes this Agreement prior to the expiration of twenty-one (21) days, or chooses to forgo the advice of legal counsel, she has done so freely and knowingly, and she waives any and all future claims that such action or actions would affect the validity of this Agreement. Executive acknowledges that any changes made to this Agreement after its first presentation to her, whether material or immaterial, do not re-start the tolling of this twenty-one (21) day period.

Acceptance Period. Executive understands that the terms of this Agreement shall be open for acceptance for a period of ten (10) days from the date he receives this Agreement. To accept the Agreement, Executive must sign and return it to the Company. The Company advises Executive to seek counsel regarding this Agreement. Executive agrees that changes to this Agreement, whether material or immaterial, will not restart this acceptance period.

Pre-Closing Period & Initial Acceptance. Within sixty (60) days after execution hereof by all parties (“Pre-Closing Period”), Seller will # obtain the initial acceptance of such roads by Montgomery County (the “County”) subject to a one-year maintenance bond period and a performance bond, both as required by the County, and furnish the County required bond, and # obtain initial acceptance of the internal water and sewer facilities, including the internal water/sewer utility lines, onsite lift station, and water well(s), that will service the Property to Aqua Texas, Inc. (the “Utility” or “Aqua”) and cause Aqua to accept same for maintenance and operation subject to a one-year performance bond and/or letter of credit and warranty of Seller, as required by Aqua, and furnish Aqua the required bond and/or letter of credit (Seller’s “Initial Dedications”). If necessary, the Pre-Closing Period may be extended one time by Seller for an additional thirty (30) days in order to fulfill its obligations stated herein. During the Pre-Closing Period, Buyer’s representatives shall have access to the Property to continue its inspections and review of the Property, so long as to not unreasonably interfere with Seller’s completion of the Initial Dedications and other Pre-Closing Period work. Prior to Closing, Buyer agrees to restore the Property substantially to its pre-existing condition after completion of any inspections. Buyer agrees to share copies of any tests, inspections and reports with Seller upon request. Buyer shall indemnify, defend, and hold Seller and its employees, representatives and agents harmless from and against all claims, liabilities, liens, costs, fees and expenses, including attorney fees, related to or in any way arising from Buyer’s inspections or entry on the Property, and this obligation shall survive termination of this Agreement or Closing, as applicable. Following the one-year period after each of the Initial Dedications, Seller shall cause the County to agree to final acceptance for maintenance of the above-described roads, and shall cause Aqua to agree to final acceptance for maintenance of the above described utilities (the “Final Acceptances”), this obligation of Seller to survive Closing. Buyer shall be liable for and reimburse Seller for # the cost to repair any damages to the above-described roads and the above-described utilities that is caused by Buyer or Buyer’s agents and that is suffered by Seller prior to the Final Acceptances and # costs incurred by Seller related to Buyer’s failure to construct improvements on the Property in accordance with the standards of the County and the Utility that delay or cause Seller to incur additional costs to obtain Final Acceptances from either or both of the County and the Utility. This obligation of Seller shall survive Closing.

Rescission Rights. If the Holder fails to make payment of the aggregate Exercise Price of the Warrant Shares pursuant to a Notice of Exercise within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day) by wire transfer or cashier’s check drawn on a United States bank, then the Company will have the right to rescind such exercise, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(d). If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(e)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

Rescission Rights. If the Corporation fails to cause its transfer agent to transmit to the Holder or its nominee the shares of Common Stock issuable upon a conversion of Series C Preferred Stock in accordance with the provisions of Section 5.3.1 on or prior to the applicable Share Delivery Date, the Holder will have the right to rescind such conversion by written notice to the Corporation.

Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such exercise or disposition.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

Acceptance. This offer will remain open until 5:00pm on Tuesday, December 15, 2015. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated along with your expected start date and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.

Acceptance. Within the Acceptance Window with respect to any interest rate quotes provided pursuant to Section 2(e), the ​ may, subject to [Section 2(g)], elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Shelf [[holders of the Notes:Organization]] specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the ​ notifying ​ by e‑mail, telephone or telecopier within the Acceptance Window that the ​ elects to accept such interest rate quotes, specifying the Shelf [[holders of the Notes:Organization]] (each such Shelf Note being an “Accepted Note”) as to which such acceptance (an “Acceptance”) relates. The day the ​ notifies ​ of an Acceptance with respect to any Accepted [[holders of the Notes:Organization]] is herein called the “Acceptance Day” for such Accepted [[holders of the Notes:Organization]]. Any interest rate quotes as to which ​ does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf [[holders of the Notes:Organization]] hereunder shall be made based on such expired interest rate quotes. Subject to [Section 2(g)] and the other terms and conditions hereof, the ​ agrees to sell to a ​ Party, and ​ agrees to purchase and/or cause the purchase by a ​ Party of, the Accepted [[holders of the Notes:Organization]] at 100% of the principal amount of such [[holders of the Notes:Organization]]. As soon as practicable following the Acceptance Day, the ​, ​ and each ​ Party which is to purchase any such Accepted [[holders of the Notes:Organization]] will execute a confirmation of such Acceptance substantially in the form of [Schedule 2(f)] attached hereto (a “Confirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the LIBOR Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the ​ should fail to execute and return to ​ within three Business Days following the ​’s receipt thereof a Confirmation of Acceptance with respect to any Accepted [[holders of the Notes:Organization]], ​ may at its election at any time prior to ​’s receipt thereof cancel the closing with respect to such Accepted [[holders of the Notes:Organization]] by so notifying the ​ in writing.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions hereof and thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.