ARTICLE I DEFINITIONS AND INTERPRETATIONS

ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Escrow Agreement"), dated for convenience as of August 26, 2015, but effective on the Escrow Funding Date described herein, is made and entered into by and between the COMAL INDEPENDENT SCHOOL DISTRICT, an independent school district duly created, organized and existing under the Constitution and laws of the State of Texas (together with any successor to its duties and functions, the "District"), and Amegy Bank, National Association, as escrow agent (together with any successor or assign in such capacity, the "Escrow Agent"). WHEREAS, the District has heretofore issued certain bonds (hereinafter defined as the "Refunded Bonds") that it desires to refund in advance of their maturities; WHEREAS, Chapter 1207, Texas Government Code, as amended, authorizes and empowers the District to issue, sell and deliver refunding bonds payable from ad valorem taxes and to deposit with a paying agent for any of the Refunded Bonds, or a trust company or commercial bank that does not act as a depository for the District, from the proceeds of such bonds, together with any other available funds, an amount sufficient to provide for the payment or redemption of the Refunded Bonds; WHEREAS, the governing body of the District has adopted an order (the "Refunding Bond Order") authorizing the issuance, sale and delivery by the District of its Unlimited Tax Refunding Bonds, Series 2015A, (the "Refunding Bonds"), for the purpose, among other purposes, of providing the funds necessary to refund the Refunded Bonds to achieve actual and present value debt service savings to the District; WHEREAS, to provide for the payment of the Refunded Bonds, the District has provided for the transfer to the Escrow Agent pursuant to this Escrow Agreement of proceeds of the Refunding Bonds and other money lawfully available for such purpose; and WHEREAS, the governing body of the District has further determined to effectuate the advance refunding of the Refunded Bonds pursuant to this Escrow Agreement, under which provision is made for the safekeeping, investment, reinvestment, administration and disposition of proceeds of the Refunding Bonds so as to provide firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and in order to secure the full and timely payment of the principal of and interest on the Refunded Bonds, the District and the Escrow Agent contract and agree as follows: HOU:3569287.3

Section 1.1 Definitions. ARTICLE I DEFINITIONS AND INTERPRETATIONS Unless otherwise expressly provided or unless the context clearly requires otherwise, the following terms shall have the respective meanings specified below for all purposes of this Escrow Agreement: "Board" shall mean the District's Board of Trustees. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder and under the Internal Revenue Code of 1954. "District" shall mean the Comal Independent School District, and any successor to its duties and functions. "Escrow Agent" shall mean Amegy Bank, National Association, in its capacity as escrow agent hereunder, and any successor or assign in such capacity. "Escrow Agreement" shall mean this escrow agreement. "Escrow Deposit" shall mean the initial deposit into the Escrow Fund, as more particularly described in Section 2.1. "Escrow Fund" shall mean the fund created in Section 3.1 of this Escrow Agreement to be administered by the Escrow Agent pursuant to the provisions of this Escrow Agreement. "Escrow Funding Date" shall mean the date on which the District deposits with the Escrow Agent the Escrow Deposit described in Section 2.1. "Escrowed Securities" shall mean the Limited Yield Securities and the Open Market Securities. "Limited Yield Securities" shall mean the non-callable United States Treasury Obligations-State and Local Government Series to be initially purchased with proceeds of the Refunding Bonds and amounts in the interest and sinking fund for the Refunded Bonds, as more fully described in the Report attached hereto, together with all reinvestments of the proceeds thereof as may be directed in Section 4.2 or permitted in Section 4.3(b ). "Open Market Securities" shall mean the United States Treasury securities (or other direct non-callable obligations of the United States, including obligations that are unconditionally guaranteed by the United States) to be purchased in the open market with cash and the proceeds of the Refunding Bonds, as more fully described in the Report attached hereto, together with all reinvestments of the proceeds thereof as may be directed in Section 4.2 or permitted in Section 4.3(b), or cash or obligations substituted therefor pursuant to Section 4.3(a). "Paying Agent for the Refunded Bonds" shall mean Regions Bank. HOU:3569287.3 2

"Refunded Bond Order" shall mean the District's order authorizing the issuance, sale and delivery of the Refunded Bonds. "Refunded Bonds" shall mean the outstanding bonds of the District as shown on Exhibit C hereto. "Report" shall mean the verification report prepared by Grant Thornton LLP, certified public accountants, relating to the advance refunding of the Refunded Bonds, a copy of which is attached hereto as Exhibit B, and any subsequent verification report required by Section 4.3. Section 1.2 Interpretations. The titles and headings of the articles and sections of this Escrow Agreement have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Escrow Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Bonds in accordance with applicable law. ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2.1 Deposits to Escrow Fund. On the Escrow Funding Date, the District shall deposit, or cause to be deposited, into the Escrow Fund the Escrow Deposit, consisting of the following: (a) As the beginning cash balance for the Escrow Fund as shown in the Report, $0.61 from proceeds of the Refunding Bonds; (b) the initial Limited Yield Securities with a purchase price of $0.00; and (c) the initial Open Market Securities with a purchase price of $147,383,551.45. Section 3.1 Escrow Fund. ARTICLE III CREATION AND OPERATION OF ESCROW FUND On the Escrow Funding Date the Escrow Agent will create in its books a special fund and irrevocable escrow to be known as the "Unlimited Tax Refunding Bonds, Series 2015A, Escrow Fund" (the "Escrow Fund"). On the Escrow Funding Date, the Escrow Deposit described in Section 2.1 will be deposited to the credit of the Escrow Fund. The Escrow Deposit and all proceeds therefrom shall be the property of the Escrow Fund and shall be applied only in strict conformity with the terms and conditions hereof. All Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund are hereby HOU:3569287.3 3

irrevocably pledged to the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds, which payment shall be made by timely transfers to the Paying Agent for the Refunded Bonds of such amounts at such times as are provided in Section 3.2. When the final transfers have been made to the Paying Agent for the Refunded Bonds for the payment of such principal of, redemption premium, if any, and interest on the Refunded Bonds, any balance then remaining in the Escrow Fund shall be transferred to the District, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.2 Payment of Principal, Redemption Premium, if any, and Interest; Redemption of Certain Refunded Bonds. (a) The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent for the Refunded Bonds from the cash balance from time to time on deposit in the Escrow Fund the amounts required to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds in the amounts and at the times shown in the Report; provided, however, that funds transferred to the Escrow Fund from the interest and sinking fund for the Refunded Bonds and all investment earnings thereon shall be used for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds prior to the use of proceeds of the Refunding Bonds for such purpose. (b) Except for amounts transferred to the Paying Agent for the Refunded Bonds pursuant to Section 3.2(a) and to the District pursuant to Section 4.2, the Escrow Agent agrees that it shall never make any withdrawals from the Escrow Fund or assert any claims, liens or charges against the Escrow Fund. Section 3.3 Sufficiency of Escrow Fund. The District represents (based upon the Report) that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide money for transfer to the Paying Agent for the Refunded Bonds at the times and in the amounts required to pay the interest on the Refunded Bonds as such interest comes due and to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the Refunded Bonds mature or are called for redemption, all as more fully set forth in the Report. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agent for the Refunded Bonds to make the payments set forth in Section 3.2, the District shall timely deposit into the Escrow Fund, from lawfully available funds, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly by the Escrow Agent to the District as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the District's failure to make additional deposits thereto. Section 3.4 Trust Fund. The Escrow Agent at all times shall hold the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund wholly segregated from all other funds and securities on HOU:3569287.3 4

deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund always shall be maintained by the Escrow Agent for the benefit of the holders of the Refunded Bonds; and a special account evidencing such fact shall be maintained at all times on the books of the Escrow Agent. The holders of the Refunded Bonds shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to which they are entitled as holders of the Refunded Bonds. The amounts received by the Escrow Agent under this Escrow Agreement shall not be considered as a banking deposit by the District, and the Escrow Agent shall have no right or title with respect thereto except as escrow agent under the terms hereof. The amounts received by the Escrow Agent hereunder shall not be subject to warrants, drafts or checks drawn by the District or, except to the extent expressly herein provided, by the Paying Agent for the Refunded Bonds. Section 3.5 Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, shall be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. Section 4.1 General. ARTICLE IV LIMITATION ON INVESTMENTS Except as herein otherwise expressly provided, the Escrow Agent shall not have any power or duty to invest any money held hereunder, to make substitutions of the Escrowed Securities or to sell, transfer or otherwise dispose ofthe Escrowed Securities. Section 4.2 Reinvestment of Proceeds of Escrowed Securities. The Escrow Agent is hereby authorized and directed to reinvest proceeds of the Escrowed Securities which are attributable to amounts received as principal of or interest on the Escrowed Securities and which are not immediately needed to pay the Refunded Bonds in direct obligations of the United States of America, i.e., United States Treasury Obligations-State and Local Government Series, in the amounts, and maturing and bearing interest, all as set out in Exhibit B of the Report. The District hereby designates and appoints the Escrow Agent as its agent and duly authorized representative for purposes of subscribing for and purchasing such obligations, all of which shall constitute Escrowed Securities. Any income or increment earned from such reinvestment remaining after final payment of the Refunded Bonds shall be promptly transferred to the District. HOU :3 569287.3 5

Section 4.3 Substitution of Securities. (a) Concurrently with the sale and delivery of the Refunding Bonds, the District may, upon compliance with the conditions stated in subsection (c) of this Section 4.3, at its option, substitute cash or non-interest bearing obligations of the United States Treasury (i.e., Treasury obligations which mature and are payable in a stated amount on the maturity date thereof and for which there are no payments other than the payment made on the maturity date) for non-interest bearing Open Market Securities listed in the Report, but only if such cash and/or substituted non-interest bearing direct obligations of the United States Treasury: (i) (ii) are in an amount, and/or mature in an amount, which, together with any cash substituted for such obligations, is equal to or greater than the amount payable on the maturity date of the obligation listed in the Report for which such obligation is substituted, and mature on or before the maturity date of the obligation listed in the Report for which such obligation is substituted. The District may at any time substitute any Open Market Securities which, as permitted by the preceding sentence, were not deposited to the credit of the Escrow Fund, for the cash and/or obligations that were substituted concurrently with the sale and delivery of the Refunding Bonds for such Open Market Securities. (b) At the written request of the District, and upon compliance with the conditions hereinafter stated in subsection (c) of this Section 4.3, the Escrow Agent shall sell, transfer, otherwise dispose of or request the redemption of all or any portion of the Escrowed Securities and apply the proceeds therefrom to purchase Refunded Bonds or direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America which do not permit the redemption thereof at the option of the obligor. (c) Any such transaction described in subsections (a) and (b) of this Section 4.3 may be affected by the Escrow Agent only if (1) the Escrow Agent shall have received a written opinion from a recognized firm of certified public accountants that such transaction will not cause the amount of money and securities in the Escrow Fund to be reduced below an amount which will be sufficient, when added to the interest to accrue thereon, to provide for the payment of principal of, redemption premium, if any, and interest on the remaining Refunded Bonds as they become due, and (2) the Escrow Agent shall have received the unqualified written legal opinion of nationally recognized bond counsel or tax counsel acceptable to the District and the Escrow Agent to the effect that (a) such transaction will not cause any of the Refunded Bonds or Refunding Bonds to be an "arbitrage bond" within the meaning of the Code and (b) that such transaction complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Bonds and the Refunding Bonds. Section 4.4 Arbitrage. The District hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds HOU:3569287.3 6

from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Bond to be an "arbitrage bond" within the meaning of the Code. Section 5.1 Records. ARTICLEV RECORDS AND REPORTS The Escrow Agent shall keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipt, disbursement, allocation and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the District and the holders of the Refunded Bonds. Section 5.2 Reports. For the period beginning on the Escrow Funding Date and ending on December 31, 20 15, and for each twelve (12) month period thereafter while this Agreement remains in effect, the Escrow Agent shall prepare and send to the District within thirty (30) days following the end of such period a written report summarizing all transactions relating to the Escrow Fund during such period, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund to the Paying Agent for the Refunded Bonds or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VI CONCERNING THE ESCROW AGENT Section 6.1 Representations of Escrow Agent. Regions Bank, Houston, Texas, hereby represents that it is (a) either (i) a Paying Agent for the Refunded Bonds or (ii) a trust company or commercial bank that does not act as a depository for the District and (b) that it has all necessary power and authority to enter into this Escrow Agreement and undertake the obligations and responsibilities imposed upon it herein and that it will carry out all of its obligations hereunder. Section 6.2 Limitation on Liability. The liability of the Escrow Agent to transfer funds to the Paying Agent for the Refunded Bonds for the payments of the principal of, redemption premium, if any, and interest on the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, the Escrow Agent shall have no liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligor of the HOU:3569287.3 7

Escrowed Securities to make timely payment thereon, except for its obligation to notify the District promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Bonds shall be taken as the statements of the District and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the Refunding Bond Order or the Refunded Bond Order and in its capacity as Escrow Agent is not responsible for or bound by any of the provisions thereof. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Escrow Agreement. The Escrow Agent makes no representation as to the value, condition or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the District thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall incur no liability or responsibility with respect to any of such matters. It is the intention of the District and the Escrow Agent that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for the performance of any duties, except such duties as are specifically set forth in this Escrow Agreement, and no implied covenants or obligations shall be read into this Escrow Agreement. Nothing herein contained shall relieve the Escrow Agent from liability for its own negligent action, negligent failure to act or willful misconduct, except that this sentence shall not be construed to limit the effect of the immediately preceding sentence. The Escrow Agent shall not incur any liability for any error of judgment made in good faith by a responsible officer thereof, unless it shall be proved that it was negligent in ascertaining the pertinent facts. The Escrow Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. The Escrow Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it in good faith and in accordance therewith. Unless it is specifically provided otherwise herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the District with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund and to dispose of and deliver the same in accordance with this Escrow Agreement. If, however, the Escrow Agent is called upon by the terms of this Escrow Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in the event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the District or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the HOU:3569287.3 8

occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, the District, among others, at any time. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in the exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Escrow Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; nor shall the Escrow Agent be answerable, except for its own neglect or fault, for any loss unless the same shall have been through its negligence or want of good faith.. In the absence of bad faith, the Escrow Agent may rely conclusively upon the truth, completeness and accuracy of the statements, certificates, opinions, resolutions and other documents conforming to the requirements of this Escrow Agreement, and shall not be obligated to make any independent investigation with respect thereto. To the full extent permitted by law, the parties agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that may be incurred by the Escrow Agent arising out of or in connection with its acceptance or appointment as Escrow Agent hereunder, including attorneys' fees and expenses of defending itself against any claim or liability in connection with its performance hereunder except that the Escrow Agent shall not be indemnified for any loss, damage, tax, liability, or expense resulting from its own negligence or willful misconduct. Section 6.3 Compensation. On the Escrow Funding Date, the District will pay Amegy Bank National Association, Houston, Texas, for performing its services as Escrow Agent hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Escrow Agreement, the fees set out in Exhibit A. If the Escrow Agent is requested to perform any extraordinary services hereunder, the District hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services. It is expressly provided that the Escrow Agent shall look only to the District for the payment of such additional fees and reimbursement of such additional expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular, additional or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. HOU:3569287.3 9

Section 6.4 Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the District, by appropriate action, shall promptly appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the District within 60 days of such vacancy, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an Instrument or instruments in writing filed with the District, signed by such holders or by their duly authorized attorneys. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the holder of any Refunded Bond then outstanding may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be qualified to act in such capacity under Chapter 1207, Texas Government Code, as amended, and shall be a corporation organized and doing business under the laws ofthe United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the District and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the District shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee paid hereunder. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the escrow hereby created by giving not less than sixty (60) days' written notice to the District specifying the date when such resignation will take effect. No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of the Refunded Bonds or by the District as herein provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing delivered to the Escrow Agent and to the District and signed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding. HOU:3569287.3 10

ARTICLE VII MISCELLANEOUS Section 7.1 Notices. Any notice, authorization, request or demand required or permitted to be given hereunder shall be made or given in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid, addressed as follows: To the Escrow Agent: Amegy Bank, National Association 1801 Main Street, Suite 850 Houston, Texas 77002 Attention: Corporate Trust To the District: Carnal Independent School District 1404 IH 35 North New Braunfels, Texas 78130 Attention: Superintendent The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Either party hereto may change the address to which notices are to be delivered by giving to the other party not less than ten (10) days' prior written notice thereof. Section 7.2 Termination of Responsibilities. Upon the taking by the Escrow Agent of all the actions as described herein, the Escrow Agent shall have no further obligations or responsibilities hereunder to the District, the holders of the Refunded Bonds or to any other person or persons in connection with this Escrow Agreement. Section 7.3 Binding Agreement; Amendment. This Escrow Agreement shall be binding upon the District and the Escrow Agent and their respective successors and legal representatives and shall inure solely to the benefit of the holders of the Refunded Bonds, the District, the Escrow Agent and their respective successors and legal representatives. This Escrow Agreement shall not be subject to amendment without the written consent of the holders of all Refunded Bonds then outstanding. Section 7.4 Severability. If any one or more of the provisions contained in this Escrow Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or HOU:3569287.3 11

unenforceability shall not affect any other provision of this Escrow Agreement, but this Escrow Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 7.5 Governing Law. This Escrow Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 7.6 Time ofessence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Escrow Agreement. [Execution Pages Follow] HOU:3569287.3 12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and year first above written. Address: 1404 IH 35 North New Braunfels, Texas 78130 ATTEST: (Seal)._-;;... HOU:3569287.1 S-1

AMEGY BANK NATIONAL ASSOCIATION By: Name: Aria K. Scott Title: Trust Officer Address: 1801 Main Street, Suite 850 Houston, Texas 77002 Attention: Corporate Trust HOU:3569287.1 S-2

EXHIBIT A ESCROW AGENT FEES HOU:3569287.3 A-1

A~ Bank rtji ~Y oftexas Escrow Agent Schedule of Fees Comal Independent School District Unlimited Tax Refunding Bonds Series 2015A Acceptance Fee: Waived Covers document review, acceptance and set-up of the Escrow account. One time fee payable at closing. Annual Administration Fee: $1,250.00 To administer the account per terms of the agreement including maintenance, disbursement of principal and interest payments and other matters detailed in the agreement. Payable at closing ($500 per year). Out of pocket: At Cost Any travel and out-of-pocket expenses related to closing of this transaction will be billed at cost, if any. Extraordinary: By Appraisal Performance of any extraordinary service(s) or incurring extraordinary expenses, such as, but not limited to, those in connection with any default, account resignation, special tax reporting or legal counsel charges, will be billed in addition to the stated per annum fees. 1

EXHIBITB VERIFICATION REPORT HOU:3569287.3 B-1

Co mal Independent School District $133, 150;000 Unlimited Tax Refunding Bonds, Series 2015A. '.. '...:.. ~ ',.... VERIFICATION REPORT September 24,2015 - :.....,. ; :. '. ;.,. '. ' ': : =.. :', ~.''... :....... : '...... -o- o--o----_---.-...... '............ Ba:rthe & Wahrma~ A Professional Assaciatli:m- --3601 Minnesota Drive _ Suite 510 Bloomington, Minnesota55435.. 952-897-1477. _Fax 952-897-1329

A Professional Association 3601 Minnesota Drive Suite 510 Bloomington, Minnesota 55435 952-897-1477 Fax 952-897-1329 Independent Accountant's Verification Report Comallndependent School District 14041H 35 North New Braunfels, Texas Attorney General of the State of Texas William P. Clements Building 300 West 15th Street, 7th Floor Austin, Texas Andrews Kurth LLP 111 Congress Avenue, Suite 1700 Austin, Texas Amegy Bank 1801 Main Street, 8th Floor Houston, Texas Raymond James & Associates, Inc. 5956 Sherry Lane, Suite 1900 Dallas, Texas SAMCO Capital Markets, Inc. 8700 Crownhill Boulevard, Suite 601 San Antonio, Texas Pursuant to the request of SAMCO Capital Markets, Inc. (the "Financial Advisor") and Raymond James & Associates, Inc. (the "Underwriter") on behalf of the Coma! Independent School District, Texas (the "Issuer"), we have performed certain procedures, as discussed below, in connection with the Issuer's proposed issuance of $133,150,000 Unlimited Tax Refunding Bonds, Series 2015A, dated August 1, 2015 (the "2015 Bonds"). Proceeds from the 2015 Bonds will be used together with other funds to advance refund.a portion of each maturity of bonds originally scheduled to mature in the years 2019 through 2029, 2033 and 2038 (the "Refunded Bonds") of the Issuer's outstanding Unlimited Tax School Building Bonds, Series 2008A, dated June 15, 2008 (the "2008 Bonds"). The procedures were performed solely to assist the addressees of this report in evaluating the mathematical accuracy of certain schedules prepared by the Financial Advisor which indicate that: there will be sufficient funds available in an escrow account to be established on September 24, 2015 to pay the remaining debt service payments (the "Escrow Requirements") related to the Refunded Bonds, assuming the Refunded Bonds will be redeemed at par on February 1, 2018; and the yield on that portion of the United States Treasury Bills and Notes, the Federal Home Loan Mortgage Corporation security, the Federal Home Loan Bank security and the Federal Farm Credit Bureau securities (the "Open Market Securities") to be purchased with 2015 Bond proceeds (the "2015 Securities") is less than the yield on the 2015 Bonds. Coma! lsd Sep15.doc5

Barthe & Wahrman Comallndependent School District Attorney General of the State of Texas Andrews Kurth LLP Amegy Bank Raymond James & Associates, Inc. SAMCO Capital Mar1<ets, Inc. September24, 2015 Page2 The procedures we performed are summarized below. 1. We independently calculated the future cash receipts from the 2015 Securities (Exhibit A-1) and that portion of the Open Mar1<et Securities to be purchased with existing debt service funds (the "Prior-Money Security") (Exhibit A-2), compared the future cash receipts to the Financial Advisor's schedules and found the future cash receipts to be in agreement. 2. We independently calculated the Escrow Requirements related to the Refunded Bonds using (i) information from the Order authorizing the issuance of the 2008 Bonds (the "Prior Order") and (ii) the multipurpose allocation of the 2008 Bonds (see procedure 5 below), compared the Escrow Requirements to the Financial Advisor's schedules and found the Escrow Requirements to be in agreement. 3. Using the results of our independent calculations described in procedures 1 and 2 above and using an assumed initial cash deposit of $251.28 to the escrow account on September 24, 2015, we prepared an escrow account cash flow schedule (attached hereto as Exhibit A). The resulting cash flow schedule indicates that there will be sufficient funds available in the escrow account to pay the Escrow Requirements on a timely basis. 4. We compared pertinent terms (i.e., the principal amounts, interest rates, maturity dates and purchase prices) of the Open Mar1<et Securities to the purchase confirmation notices; we found the terms to be in agreement. 5. We independently calculated the multipurpose allocation related to the Refunded Bonds using information from a prior Verification Report. We compared the results of our calculations to the schedule provided by the Financial Advisor (see Appendix); we found the calculation to be in agreement and that the amounts allocated to the new money bonds as shown in the Appendix are the same as the principal amount of the Refunded. Bonds. 6. We compared pertinent terms of the Refunded Bonds (i.e., debt service payment dates, annual maturity amounts, interest rates and optional redemption provisions), as summarized on Exhibit A-3, to the Prior Order for the 2008 Bonds; we found the terms to be in agreement. 7. We independently calculated the yield on the 2015 Securities and the yield on the 2015 Bonds, assuming a settlement date of September 24, 2015. The term "yield," as used herein, means that yield which, when used in computing the present value of all payments of principal and interest on an obligation (adjusted, in the case of the 2015 Bonds, to reflect the assumed earty redemption on February 1, 2024 of the callable maturities initially reoffered to the public at a price which exceeds 1 02.000) compounded semiannually using a 30/360-day year basis, produces an amount equal to: in the case of the 2015 Securities, the purchase price of the 2015 Securities; and, in the case of the 2015 Bonds, the issue price to the public as represented by the Underwriter. The results of our yield calculations, which are listed below, were compared to the yield calculations provided by the Financial Advisor; we found the yields to be in agreement. Coma! lsd Sep15.doc

Barthe & Wahrman Comallndependent School District Attorney General of the State of Texas Andrews Kurth LLP Amegy Bank Raymond James & Associates, Inc. SAMCO Capital Markets, Inc. September 24, 2015 Page3 Yield Exhibit Yield on 2015 Securities Yield on 2015 Bonds 0.859451% A-1 2.839336% B Based on performing the agreed-upon procedures, we have found that those schedules provided by the Financial Advisor, when compared to those schedules prepared by us (attached hereto as Exhibits), are arithmetically accurate and reflect, based on the assumptions set forth herein, that: there will be sufficient funds available in the escrow account to pay the Escrow Requirements; and the yield on the 2015 Securities is less than the yield on the 2015 Bonds. This engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants (the "AICPA"). The sufficiency of these procedures is solely the responsibility of the specified users of the report. We make no representation regarding the sufficiency of the procedures summarized above, either for the purpose for which this report has been requested or for any other purpose. We were not engaged to, and did not, perform an examination, the objective of which would be the expression of an opinion on the achievability of the anticipated escrow account cash sufficiency or yield calculations. Accordingly,.in accordance with standards for attestation services established by the AICPA, we cannot express such an opinion. Had we performed an examination or performed additional procedures, other matters might have come to our attention that would have been reported to you. The results of our calculations with respect to the proposed transactions are summarized in the accompanying exhibits. The original computations, along with related characteristics and assumptions contained herein, were provided by the Financial Advisor on behalf of the Issuer. We relied solely on this information and these assumptions and limited our work to performing those procedures set forth above. This report is issued solely for the information of, and assistance to, the addressees of this report and is not to be quoted or referred to in any document except for the Official Statement and required closing transaction documents. Additionally, this report should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. Under the terms of our engagement, we have no obligation to update this report because of events or transactions occurring subsequent to the date of this report. Minneapolis, Minnesota September 24, 2015 6CUt~ ( w~lwmwa ComaiiSD Sep15.doc

Exhibit A Comallndependent School District Escrow Account Cash Flow Escrow Total Cash Receipts From Requirements 2015 Prior-Money Related to Securities Security Refunded Bonds Cash Date {Exhibit A-1} {Exhibit A-2} {Exhibit A-3} Balance Initial cash deposit on September 24, 2015 $ $ $ $ 251.28 01/03/2016 5,387.87 5,639.15 01/27/2016 5,700.00 11,339.15 01/31/2016 2,127,913.64 924,591.36 3,063,844.15 02/01/2016 432,042.45 3,495,575.00 311.60 07/03/2016 8,081.80 8,393.40 07/27/2016 5,700.00 14,093.40 07/31/2016 2,870,835.00 2,884,928.40 08/01/2016 611,039.50 3,495,575.00 392.90 08/18/2016 1,000.00 1,392.90 01/03/2017 8,081.80 9,474.70 01/27/2017 2,285,700.00 2,295,174.70 01/31/2017 591,475.00 2,886,649.70 02/01/2017 611,039.50 3,495,575.00 2,114.20 07/03/2017 2,385,081.80 2,387,196.00 08/01/2017 1,111,039.50 3,495,575.00 2,660.50 02/01/2018 137,217,914.50 137,220,575.00 0.00 $ 15012781032.36 ~ 9241591.36 $ 15112021875.00 ComaiiSD Sep15.xlsx

ExhibitA-1 Comal Independent School District Cash Receipts From and Yield on 2015 Securities Present Value on September 24, Total Cash 2015 Using Receipt Purchase Interest Receipts From a Yield of Date Type Price Rate Princi~al Interest 2015 Securities 0.859451% 01/03/2016 $ $ $ 5,387.87 $ 5,387.87 $ 5,375.18 01/27/2016 5,700.00 5,700.00 5,683.32 01/31/2016 T-Note 2,104,008.66 0.375% 2,101,139.00 26,774.64 2,127,913.64 2,121,485.46 02/01/2016 432,042.45 432,042.45 430,737.30 07/03/2016 8,081.80 8,081.80 8,028.26 07/27/2016 5,700.00 5,700.00 5,659.00 07/31/2016 T-Note 2,881,309.77 1.500% 2,848,000.00 22,835.00 2,870,835.00 2,849,915.72 08/01/2016 611,039.50 611,039.50 606,586.96 08/18/2016 T-Bill 996.82 0.000% 1,000.00 1,000.00 992.31 01/03/2017 8,081.80 8,081.80 7,993.91 01/27/2017 FHLMC 2,279,835.76 0.500% 2,280,000.00 5,700.00 2,285,700.00 2,259,550.85 01/31/2017 T-Note 590,143.84 0.500% 590,000.00 1,475.00 591,475.00 584,652.62 02/01/2017 611,039.50 611,039.50 603,991.45 07/03/2017 FFCB 2,375,107.45 0.680% 2,377,000.00 8,081.80 2,385,081.80 2,349,049.65 08/01/2017 FFCB 505,201.19 1.250% 500,000.00 611,039.50 1,111,039.50 1,093,525.04 02/01/2018 FHLB 136,673,548.24 0.890% 136,610,000.00 607,914.50 137,217,914.50 134,476,924.70 ~ HBJo.m za i H7,3QZ.13S.OO ~ 2.9ZQ.693.3 $ J~Q,2ZM32.36 i 1~Z.~1Q.1~1~Z~ Purchase price of 2015 Securities $ 1~:Z.~10,151.73 The sum of the present values of future cash receipts from the 2015 Securities, on September 24, 2015 using a yield of 0.859451 percent, is equal to the purchase price of the 2015 Securities; therefore, the yield on the 2015 Securities is equal to 0.859451 percent. ComaiiSD Sep15.xlsx

ExhibltA-2 Comallndependent School District Cash Receipts From Prior-Money Security Total Cash Receipts From Receipt Purchase Interest Prior-Money Date Trpe Price Rate Principal Interest Security 01/31/2016 T-Note $ 924,121.41 0.375% $ 922,861.00 $ 1l30.36 $ 924,591.36 ~ 924,121.41 $ 922,861.00 ~ 1,730.36 ~ 9241591.36 Coma! ISO Sep15.xlsx

ExhibitA 3 Comallndependent School District Escrow Requirements Related to Refunded Bonds Date 02/01/2016 08/01/2016 $ Principal Interest Rate Interest $ 3,495,575.00 3,495,575.00 Escrow Requirements Related to Refunded Bonds $ 3,495,575.00 3,495,575.00 02/01/2017 08/01/2017 3,495,575.00 3,495,575.00 3,495,575.00 3,495,575.00 02/01/2018 133,725,000 (a) Various -,---3~,4.;..;:;.9;;;..!,5,5.::;.;.7...;;.;5...;;.;00;.....,...:.;13~7,!:::22:;.;.0~..;;.;,57:..;;5.;..;:;..00;:.. $ 133,725,000 =$===17=.4=7=7,8=7=5.=00====$=15=1,=20=2=.87=5=.00= (a) Consists of the following bonds to be optionally redeemed at par on February 1, 2018: Maturity Date (February 1) 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Principal $ 4,115,000 4,330,000 4,555,000 4,815,000 5,115,000 5,430,000 5,750,000 6,085,000 6,420,000 6,780,000 6,370,000 1,475,000 8,510,000 * 9,130,000 * 9,945,000 * 10,270,000 * 10,290,000 10,315,000 ** 3,070,000 ** 5,460,000 ** 5,495,000 ** $ 133.725,000 Interest Rate 5.25% 5.25% 5.25% 5.25% 5.25% 5.25% 5.25% 5.25% 5.25% 5.25% 5.25% 5.00% 5.25% 5.25% 5.25% 5.25% 5.00% 5.25% 5.25% 5.25% 5.25% * 2033 Term Bond ** 2038 Term Bond ComaiiSD Sep15.xlsx

ExhibitA-4 Comallndependent School District Estimated Sources and Uses of Funds Sources: Principal amount of 2015 Bonds Accrued interest Original issue premium Funds from existing Debt Service Fund Uses: Purchase price of Open Market Securities Initial cash deposit to escrow account Underwriter's discount Issuance costs Deposit to Debt Service Fund Contingency $ 133,150,000.00 888,022.36 15,387,449.60 924,372.36 $ 150,349,844.32 $ 148,334,273.14 251.28 789,724.50 333,400.00 888,022.36 4,173.04 $ 150,349,844.32 ComaiiSD Sep15.xlsx

ExhibitS Page 1 of2 Comallndependent School District Yield on 2015 Bonds Present Value Debt on September 24, Service Adjusted Debt 2015 Using Payment Interest Total Debt Service for a Yield of Date Princi~al Rate Yield Interest Service Yield Pu!Eoses 2.839336% 02/01/2016 $ 910,000 3.00% 0.20% $ 3,015,925.00 $ 3,925,925.00 $ 3,925,925.00 $ 3,887,070.85 08/01/2016 3,002,275.00 3,002,275.00 3,002,275.00 2,930,952.25 02/01/2017 1,150,000 3.00% 0.58% 3,002,275.00 4,152,275.00 4,152,275.00 3,996,890.00 08/01/2017 2,985,025.00 2,985,025.00 2,985,025.00 2,833,099.81 02/01/2018 1,035,000 3.00% 0.88% 2,985,025.00 4,020,025.00 4,020,025.00 3, 762,014.55 08/01/2018 2,969,500.00 2,969,500.00 2,969,500.00 2, 740,014.50 02/01/2019 4,240,000 5.00% 1.12% 2,969,500.00 7,209,500.00 7,209,500.00 6,559,224.45 08/01/2019 2,863,500.00 2,863,500.00 2,863,500.00 2,568,753.01 02/01/2020 4,450,000 5.00% 1.38% 2,863,500.00 7,313,500.00 7,313,500.00 6,468,867.28 08/01/2020 2,752,250.00 2,752,250.00 2,752,250.00 2,400,317.38 02/01/2021 4,670,000 5.00% 1.65% 2,752,250.00 7,422,250.00 7,422,250.00 6,382,549.37 08/01/2021 2,635,500.00 2,635,500.00 2,635,500.00 2,234,598.17 02/01/2022 4,920,000 5.00% 1.89% 2,635,500.00 7,555,500.00 7,555,500.00 6,316,513.72 08/01/2022 2,512,500.00 2,512,500.00 2,512,500.00 2,071,085.93 02/01/2023 5,215,000 5.00% 2.08% 2,512,500.00 7,727,500.00 7,727,500.00 6,280,711.95 08/01/2023 2,382,125.00 2,382,125.00 2,382,125.00 1,909,027.68 02/01/2024 5,520,000 5.00% 2.20% 2,382,125.00 7,902,125.00 108,942,125.00 {a) 86,083,781.06 08/01/2024 2,244,125.00 2,244,125.00 02/01/2025 5,830,000 {a) 5.00% 2.32% 2,244,125.00 8,074,125.00 08/01/2025 2,098,375.00 2,098,375.00 02/01/2026 6,155,000 (a) 5.00% 2.44% 2,098,375.00 8,253,375.00 08/01/2026 1,944,500.00 1,944,500.00 02/01/2027 6,480,000 {a) 5.00% 2.55% 1,944,500.00 8,424,500.00 08/0112027 1,782,500.00 1,782,500.00 02/01/2028 6,825,000 {a) 5.00% 2.62% 1,782,500.00 8,607,500.00 08/01/2028 1,611,875.00 1,611,875.00 02/01/2029 7,875,000 {a) 5.00% 2.71% 1,611,875.00 9,486,875.00 08/01/2029 1,415,000.00 1,415,000.00 02/01/2030 8,480,000 {a) 4.00% 3.17% 1,415,000.00 9,895,000.00 08/01/2030 1,245,400.00 1,245,400.00 02/01/2031 8,985,000 {a) 4.00% 3.32% 1,245,400.00 10,230,400.00 08/01/2031 1,065,700.00 1,065,700.00 02/01/2032 9,675,000 {a) 4.00% 3.37% 1,065,700.00 10,740,700.00 08/01/2032 872,200.00 872,200.00 02/01/2033 9,860,000 {a) 4.00% 3.42% 872,200.00 10,732,200.00 08/01/2033 675,000.00 675,000.00 02/01/2034 9,745,000 {a) 4.00% 3.46% 675,000.00 10,420,000.00 08/01/2034 480,100.00 480,100.00 02/01/2035 9,630,000 (a) 4.00% 3.49% 480,100.00 10,110,100.00 08/01/2035 287,500.00 287,500.00 Coma! lsd Sep15.xlsx (Continued)

ExhibitS Page 2of2 Coma! Independent School District Yield on 2015 Bonds (Continued) Debt Service Payment Interest Date Principal Rate Yield 02/01/2036 2,280,000 (a) 5.00% 3.19% 08/01/2036 02/01/2037 4,620,000 (a) 5.00% 3.19% 08/01/2037 02/01/2038 4,600,000 (a) 5.00% 3.19% $ 8215751000 Total Debt Interest Service 287,500.00 2,567,500.00 230,500.00 230,500.00 230,500.00 4,850,500.00 115,000.00 115,000.00 115,000.00 4,715,000.00 $ 19,56t550.00 $ 1021136,550.00 Adjusted Debt Service for Yield Purposes $ 180137t275.00 Present Value on September 24, 2015 Using a Yield of 2.839336% $ 149A25A71.96 Issue price of 2015 Bonds for yield calculation purposes: Principal amount of 2015 Bonds Plus net original issue premium Plus accrued interest $ 133,150,000.00 15,387,449.60 888,022.36 $ 149,425,471.96 tal It is assumed for yield calculation purposes that those callable 2015 Bonds scheduled to mature in the years 2025 through 2038, inclusive (which are assumed to have been initially reoffered at a price which exceeds 102.000}, will be optionally redeemed at par on February 1, 2024. The sum of the present values of the adjusted debt service payments to be made on the 2015 Bonds, on September24, 2015 using a yield of 2.839336 percent, is equal to the issue price of the 2015 Bonds for yield calculation purposes; therefore, the yield on the 2015 Bonds is equal to 2.839336 percent. Com aliso Sep 15.xlsx