DEPARTMENT OF THE TREASURY FINANCIAL JNSTJTU"r!ONS f'untl 601 NW 1 SUIT SOUTH

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1 DEPARTMENT OF THE TREASURY COMMUNITY FINANCIAL JNSTJTU"r!ONS f'untl 601 NW 1 SUIT SOUTH OC June 18, 2008 Giovanni Capriglione, Vice President Pacesetter CDE Inc North Central Expressway #200 Richardson, TX Fax: giovanni@pacesettercapital.com RE: Notice of CDE Certification Control Number of Applicant CDE: 08NMC Dear Ms. Capriglione, I am pleased to inform you that the Community Development Financial Institutions Fund of the United States Department of the Treasury (the Fund) hereby certifies Pacesetter CDE Inc. (08NMC003524) as a Community Development Entity (CDE). This letter officially documents the organization's certification as a CDE and sets forth the terms under which the certification is granted. Certification as a CDE means that an organization meets the CPE eligibility requirements set forth in the statute governing the NMTC Program and the Fund's CDE Certification Guidance document (Federal Register Vol. 66, No. 245). These requiremenll; state that a CDE must be a legal entity; must demonstrate a primary mission of serving, or providing investment capital for low income communities or low income persons; and must maintain accountability to low-income communities through lheir representation on a governing board of, or advisory board(s) to the CD E. For your information, the Fund has determined that your organization's accountability is to low-income communities in the following service area: National-- not specified This determination was based on the Fund's assessment of governing or advisory board members and their accountability to residents of the lowincome communities in that service area. If your organization wishes to expand the service area in the future, it may do so by expanding its board representation to include accountability to the expanded area, and submitting a request to the Fund, Certification does not constitute an opinion by the Fund as to the effectiveness or financial viability of the certified organization. Certification status may be reviewed from time to time as deemed appropriate by the Fund, for any CDE, to ensure that the organization meets the CDFI Fund's applicable CDE certification criteria. Thus, the Fund may ask a certified organization to submit information demonstrating its continued compliance with the applicable CDE eligibility requirements. The certification conferred by this letter will be effective indefinitely unless, as a result of a review of the organization by the Fund, the Fund in its sole discretion decides to end the certification on an earlier date. 60/10 39\ld ann.:j ua::j 66: /L0/L0

2 Congratulations on being certified as a CDE. Thank you for taking the time to participate in the certification review, and for your continued interest in the NMTC Program. Sincerely, Christopher Stever Program Certification and Training Manager W/<':0 39\ld ann::! uao C:016C:C:9C:0C: c;c;:gg 800C:/L0/L0

3 NEW MARKETS TAX CREDIT PROGRAM NOTICE OF ALLOCATION Pacesetter CDE, Inc. 12NMA GENERAL TERMS AND CONDITIONS This Notice of Allocation signifies that the CDFI Fund has selected the allocation recipient (Allocatee) for the commitment or an allocation of tax credit authority pursuant to the New Markets Tax Credit Program (NMTC Allocation), based on the eligibility criteria. an evaluation of the Allocatee s allocation application, and subject to tbe availability of credit authority. Prior to the execution of the Allocation Agreement, the Allocatee must comply, to the satisfaction ofthe CDFI Fund, with the general terms and conditions set forth below in order to receive a NMTC Allocation from the CDFI Fund. For purposes of this Notice of Allocation. the term "Allocatee" includes the allocation recipient and any Subsidiary Allocatees, as the case may be. The following general terms and conditions arc incorporated and made a part of the Notice of Allocation and Allocation Agreement provided to the Allocatee. By accepting the Notice of Allocation, the Allocatee signifies its acceptance of all required terms and conditions.!.allocation Agreement: Prior to the provision of a NMTC Allocation under this Notice of Allocation, the CDFI Fund and the Allocatee must execute an Allocation Agreement. The Allocation Agreement sets forth certain required terms and conditions. as well as approved uses of the NMTC Allocation. The NMTC Allocation is not effective unless and until the Allocation Agreement is fully executed. This Notice of Allocation does not constitute an effective NMTC Allocation. 2.Legal Opinion: Prior to signing the Allocation Agreement. the Allocatee must furnish the CDFI Fund with a legal opinion. the content of which is specified in the Allocation Agreement. 3.Required Reports and Report Submission Dates: The Allocatee will be required to prepare and submit reports and surveys. as described, detailed and scheduled in the Allocation Agreement. Reporting requirements will include information on uses of the NMTC Allocation and additional information as determined necessary by the CDFI Fund. The CDFI Fund may engage in additional due diligence, including background checks on principals and key staff persons of the applicant and its affiliated entities. If, prior to entering into an Allocation Agreement with the Allocatee. information comes to the attention of the CDFI Fund that either affects the Allocatee's eligibility for a NMTC Allocation or the CDFI Fund's evaluation of the Allocatee's Allocation Application (including administrative error). or the CDFJ Fund obtains information regarding fraud or mismanagement on the part of the Allocatee. the CDFI Fund, in its sole discretion and without advance notice. may terminate this Notice of Allocation. and shall have no further

4 obligation or responsibility hereunder, nor shall the CDFI Fund be obligated to enter into an Allocation Agreement with, or provide a NMTC Allocation to, the Allocatee. Moreover, by accepting this Notice of Allocation, the Allocatee agrees that if the CDFI Fund determines, at any time after the date of this Notice of Allocation and prior to the execution of the Allocation Agreement, that the Allocatee or an entity that controls the Allocatee, is controlled by the Allocatee or shares common management officials with the Allocatee (as determined by the CDFI Fund), is not in compliance with the terms of any previous Allocation Agreement, Assistance Agreement or Award Agreement entered into with the CDFI Fund, the CDFI Fund may, in its sole discretion and without advance notice, terminate this Allocation without further obligation or responsibility hereunder. The Allocatee also agrees and understands that if it or an entity that controls the Allocatee, is controlled by the Allocatee or shares common management officials with the Allocatee (as determined by the CDFI Fund), is not in compliance with the terms of any previous Allocation Agreement, Assistance Agreement or Award Agreement entered into with the CDFI Fund, the CDFI Fund may, in its sole discretion, alternatively elect not to enter into an Allocation Agreement pursuant to this Notice of Allocation, or provide a NMTC Allocation pursuant to this Notice of Allocation until such time as the CDFI Fund determines, in its sole discretion, that the Allocatee or an entity that controls the Allocatee, is controlled by the Allocatee or shares common management officials with the Allocatee (as determined by the CDFI Fund), is in compliance with the terms of any previous Allocation Agreement, Assistance Agreement or Award Agreement with the CDFI Fund. Please note that failure to meet the terms and conditions of the Allocation Agreement can constitute an event of default and may cause the CDFI Fund to impose one or more sanctions, set forth in the Allocation Agreement, which may include, among other possible sanctions, the Fund s reallocation of any unused NMTC Allocations provided to the Allocatee.

5 DEPARTMENT OIF THE TREASURY WASHINGTON, D.C COMMUNITY DEVELOPMENT FINANCIAL INSTITUTIONS FUND September 10, 2013 VIA UNITED P A.RCEL SERVICE Mr. Giovanni Capriglione Pacesetter CDE, 1J.c East Southlake Boulevard Suite Southlalce, TX Subject: Pacesetter CDE, Inc. Amendment of Allocation Agreement (12NMA003524) Dear M..r. Capriglione: In accordance with section 9.11 of the Allocation Agreement dated July 11, 2013, by and between the Community Development Financial Institutions Fund (the "Fund"), Pacesetter CDE, Inc. (t.h.e "Allocatee"), and its Subsidiary Allocatees, the Fund hereby proposes to amend Section 3.2( c) of the Allocation Agreement to add the follo wing additional entities as Subsidiary Allocatees in and as parties to the Allocation Agreement as of the Effective Date of this amendment letter. Pacesetter CDE IX, LLC Pacesetter CDE X, LLC Pacesetter CDE XI, LLC Pacesetter CDE XII, LLC CDE XIII,.. Pacesetter CDE XIV, LLC Pacesetter CDE XV, LLC 13NMC NMC NMC NMC NMC NMC Except as expressly amended hereby, the Allocation Agreement shall remain in full force and effect in accordance vvith its terms. Please execute this document (or have it executed by the authorized officer) where indicated below and return it along with the final legal opinion to Ashanti Kimbrough, Office of Legal Counsel, CDFI Fund, 1500 Pennsylvania Avenue, NW, Washington, DC You should also retain a copy for your records.

6 Pacesetter CDE, Inc. 12NMA Page 2 of4 If you have any questions, please contact Joy Clinkscales at (202) Very truly yours, r! Bob NMTC Program Manager Agreed: Pacesetter CJQ.E, Inc..,-..., /< ) l -.;:----- ( ( \../ I.- By: /,/ "'-,_.,.,. r' ;2' / (/(_$'--' '"V, u N.athe:0 er<4.-'""--. T1tle: /fvt4(il" ;z_ef ;<.-er Pacesetter CDE V, LLC.// /q t / (./. /:/,/ By: r)/: _.(.c.. - ;;J T1tle: ;;:/ -"" t...j: ' ;<... f:y /c.0-v JPacesette:r CDE VllJ[, LLC 12J\1MC@06295.// /.,. /(/..... By>_e.V -. Title /';) ' /1 <-;:j-'1_0/1 "'2.-e_,.,:f f<'1..-;::: By executing fhis lei.ier agreement, each of the undersigned Subsidiary Allocatees agree to all of the terms, conditions, provisions, representations, warranties, covenants, and agreements set forth in the above-referenced Allocation Agreement and agree that all such terms, conditions, provisions, representations, warranties, covenants, and agreements apply to the undersigned Subsidi&-y Allocatees to the same extent as they apply to the Allocatee. Furthermore, each of the undersigned Subsidiary Allocatees represent and wa..nant that the Allocation Agreement and all documents connected therewith constitute the legal, valid and binding obligations of the Subsidiary Allocatees and are fully enforceable in accordance with their respective terms.

7 Pacesetter CDE, Inc. 12NMA Page 3 of4

8 Pacesetter CDE, Inc. 12NMA Page 4 of4 Effective Date: io /J.f d-o 13 [To be inserted by the Fund] The Fund will insert the Effective Date upon receipt of this fully executed amendment letter and a final legal opinion. We will then send you a fully executed copy ofthe amendment letter, which will include the Effective Date of the amendment.

9 ""l"'"",;jl AU 1 f( oonwl Term

ALLOCATION AGREEMENT NEW MARKETS TAX CREDIT PROGRAM COMMUNITY DEVELOPMENT FINANCIAL INSTITUTIONS FUND Allocatee: Pacesetter CDE, Inc.

760928009 Date of Applicable Notice of Allocation Authority: Date of Notice of Allocation: Jut 24, 201 2 A ril 24,201 3 Allocatee's Fiscal Year End: 03/3 1 NMTC Allocation Amount: $30.

ment and m consideration of the mutual COVetll!nts. agreements forth, hereto,, ".!l'ized R<;pre ives, agree tli.e.nmtc provided hereu er shall be adm 1Stered pursua the Organizat n Specific Ter nd Conditions attached hereto as Schedule 1 and the General Allocation Tenns and Conditions.

10 ALLOCATION AGREEMENT NEW MARKETS TAX CREDIT PROGRAM COMMUNITY DEVELOPMENT FINANCIAL INSTITUTIONS FUND Allocatee: Pacesetter CDE, Inc. NMTC Program Control Number: l2nma Em lo er Identification Number: Address: 2600 East Southlake Boulevard Suite 120-l 05 Southlake, TX Date of Applicable Notice of Allocation Authority: Date of Notice of Allocation: Jut 24, A ril 24,201 3 Allocatee's Fiscal Year End: 03/3 1 NMTC Allocation Amount: $30.000,000 By signing this Allocatio greement and m consideration of the mutual COVetll!nts. agreements forth, hereto,, ".!l'ized R<;pre ives, agree tli.e.nmtc provided hereu er shall be adm 1Stered pursua the Organizat n Specific Ter nd Conditions attached hereto as Schedule 1 and the General Allocation Tenns and Conditions. attached hereto as Schedule 2. and made a material art hereof. Community Development Financial Institutions Pacesetter CDE, Inc. Fund By: Authorized Representative: Bob Ibanez Tille: Program Mana er By: Authorized Representative: Giovanni Capriglione Title: (!'(-' {_J I. This Allocation Agreement comprises: Notice of Allocation -General Terms and Conditions Schedule 1 - Organization Specific Terms and Conditions Schedule 2- General Allocation Tem1s and Conditions Schedule 3 Opinion of Counsel * A Rurol CD I. is one that demonstrated in its Allocation Application that it hru. over the past fi ve years dedicated at least 50 percent orits direct financing acth itics to Non-Metropo litan Counties and has comrniltcd for purposes ol'thb Allocation Agreement that at least 50 percent nf NMTC aeth \\ill be conducted in areas.

By executing this Allocation Agreement. each of the undersigned Subsidiary Allocatees agrees to all of the tenns, conditions. provisions.

provisions, representations, warranties, covenants, and agreements apply to each of the undersigned Subsidiary Allocatees to the same extent as they apply to the Allocatee.

1 of Schedule 2 that apply solely to the Allocatee: it being understood that no Subsidiary Allocatee shall be deemed to have made any representation. warranty.

11 By executing this Allocation Agreement. each of the undersigned Subsidiary Allocatees agrees to all of the tenns, conditions. provisions. representations, warranties, covenants, and agreements set forth in this Allocation Agreement and agrees that all such tenns, conditions. provisions, representations, warranties, covenants, and agreements apply to each of the undersigned Subsidiary Allocatees to the same extent as they apply to the Allocatee. except for the provisions within Sections 2.4, 2.16, 3.1 and 4.1 of Schedule 2 that apply solely to the Allocatee: it being understood that no Subsidiary Allocatee shall be deemed to have made any representation. warranty. covenant or agreement on behalf of or with respect to the Allocatee or any other Subsidiary Allocatee:. Furthennore, each of the undersigned Subsidiary Allocatees represents and warrants that this Allocation Agreement and all documents connected herewith constitute the legal. valid and binding obligations of such Subsidiary Allocatee and arc fully e in accordance with their respective tenns. Pacesetter COL VII, LLC (/ ILL. By:, (_;;.OJ, N /v /"" fl ' ame. t J Title: c c D (, -t.j."' Pacesetter CDE V, LLC

12 NEW MARKETS TAX CREDIT PROGRAM NOTICE OF ALLOCATION Pacesetter CDE, Inc. 12NMA GENERAL TERMS AND CONDITIONS This Notice of Allocation signifies that the CDFI Fund has selected the allocation recipient (Allocatee) for the commitment or an allocation of tax credit authority pursuant to the New Markets Tax Credit Program (NMTC Allocation), based on the eligibility criteria. an evaluation of the Allocatee s allocation application, and subject to tbe availability of credit authority. Prior to the execution of the Allocation Agreement, the Allocatee must comply, to the satisfaction ofthe CDFI Fund, with the general terms and conditions set forth below in order to receive a NMTC Allocation from the CDFI Fund. For purposes of this Notice of Allocation. the term "Allocatee" includes the allocation recipient and any Subsidiary Allocatees, as the case may be. The following general terms and conditions arc incorporated and made a part of the Notice of Allocation and Allocation Agreement provided to the Allocatee. By accepting the Notice of Allocation, the Allocatee signifies its acceptance of all required terms and conditions.!.allocation Agreement: Prior to the provision of a NMTC Allocation under this Notice of Allocation, the CDFI Fund and the Allocatee must execute an Allocation Agreement. The Allocation Agreement sets forth certain required terms and conditions. as well as approved uses of the NMTC Allocation. The NMTC Allocation is not effective unless and until the Allocation Agreement is fully executed. This Notice of Allocation does not constitute an effective NMTC Allocation. 2.Legal Opinion: Prior to signing the Allocation Agreement. the Allocatee must furnish the CDFI Fund with a legal opinion. the content of which is specified in the Allocation Agreement. 3.Required Reports and Report Submission Dates: The Allocatee will be required to prepare and submit reports and surveys. as described, detailed and scheduled in the Allocation Agreement. Reporting requirements will include information on uses of the NMTC Allocation and additional information as determined necessary by the CDFI Fund. The CDFI Fund may engage in additional due diligence, including background checks on principals and key staff persons of the applicant and its affiliated entities. If, prior to entering into an Allocation Agreement with the Allocatee. information comes to the attention of the CDFI Fund that either affects the Allocatee's eligibility for a NMTC Allocation or the CDFI Fund's evaluation of the Allocatee's Allocation Application (including administrative error). or the CDFJ Fund obtains information regarding fraud or mismanagement on the part of the Allocatee. the CDFI Fund, in its sole discretion and without advance notice. may terminate this Notice of Allocation. and shall have no further

13 obligation or responsibility hereunder, nor shall the CDFI Fund be obligated to enter into an Allocation Agreement with, or provide a NMTC Allocation to, the Allocatee. Moreover, by accepting this Notice of Allocation, the Allocatee agrees that if the CDFI Fund determines, at any time after the date of this Notice of Allocation and prior to the execution of the Allocation Agreement, that the Allocatee or an entity that controls the Allocatee, is controlled by the Allocatee or shares common management officials with the Allocatee (as determined by the CDFI Fund), is not in compliance with the terms of any previous Allocation Agreement, Assistance Agreement or Award Agreement entered into with the CDFI Fund, the CDFI Fund may, in its sole discretion and without advance notice, terminate this Allocation without further obligation or responsibility hereunder. The Allocatee also agrees and understands that if it or an entity that controls the Allocatee, is controlled by the Allocatee or shares common management officials with the Allocatee (as determined by the CDFI Fund), is not in compliance with the terms of any previous Allocation Agreement, Assistance Agreement or Award Agreement entered into with the CDFI Fund, the CDFI Fund may, in its sole discretion, alternatively elect not to enter into an Allocation Agreement pursuant to this Notice of Allocation, or provide a NMTC Allocation pursuant to this Notice of Allocation until such time as the CDFI Fund determines, in its sole discretion, that the Allocatee or an entity that controls the Allocatee, is controlled by the Allocatee or shares common management officials with the Allocatee (as determined by the CDFI Fund), is in compliance with the terms of any previous Allocation Agreement, Assistance Agreement or Award Agreement with the CDFI Fund. Please note that failure to meet the terms and conditions of the Allocation Agreement can constitute an event of default and may cause the CDFI Fund to impose one or more sanctions, set forth in the Allocation Agreement, which may include, among other possible sanctions, the Fund s reallocation of any unused NMTC Allocations provided to the Allocatee.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event