Amended and Restated Declaration of Covenants and Restrictions for Elliott Ranch

1512913 AMIENDEDANDRESTATED DECLARATIONOFCOVENANTSAND RESTRICTIONS FOR ELLIOTT RANCH THIS AMENDED AND RESTATED DECLARATION OF COVENANTS AND RESTRICTIONS FOR ELLIOTT RANCH (this"Declaration")is made the date set forth below, by Jim C Elliott and Dalton G ElliotL Co-Independent Executors of the ESTATE OF ROY C ELLIOTT,DECEASED("Declarant") RECITALS: By Declaration of Covenanis and Restrictious for Elliott Ranch recorded in Volume 1241, Page 69 of the Official Records of Hays County,Texas (the"Prior Declaration),Declarant imposed certain covenants,restrictions, charges and liens upon all of the lots in Elliott Ranch, Phase One, a subdivision in Hays County,Texas, according to the map or plat thereof recorded in Book 7, Pages 195 & 196 of the Plat Records of Hays County, Texas, as part of the creation of a subdivision known as "Elliott Ranch" with roads, storm water controls and certan other common facilities for the benefit of the said subdivision Declarant has determined that the Elliott Ranch subdivision shall be developed as a single-family residential communuty with private streets, and towards that end. the above-descrtbed subdivision plat of Eiliott Ranch, Phase One has been vacated by instrument recorded in Volume /47le, Page38yof the Official Records of Hays County,Texas, and the real property covered by said prior plat has been resubdivided as ELLIOTT RANCH, PHASE ONE, a subdivision In Hays County, Texas, according to the map or plat thereof recorded in Book , Pages z3-2 of the Plat Records of Hays County,Texas ("Phase One"). As the owner of all of the Lots within Phase One and in accordance with Article [4 of the Prior Declaration, Declarant desures to amend and restate the terms of the Prnor Declaration In its entirety as heremafter set forth in order to (u) provide for the preservation of the values and amenities in said subdivision and for the mantenance of said prvate streets, stom water controls and common facilities, (n) subject the real property described in Article 2 to the covenants, restrictions, easements, charges and liens hereinafter set forth, each and all of which is and are for the benefit of said property and each owuer thereof and for the efficient preservation of the values, attractiveness and desirability of the lots n sad Eliott Ranch subdivision, and (umi) create a homeowners association for thepurpose of maintaining thepnvate streets and certain othercommon facilities, admunistering and enforcing certan covenants and restnctions, and collecting and dsbursing the assessments and charges hereinafter created NOW, THEREFORE, Declarant declares that the Prior Declaration is hereby amended and restated in its entirety and that this Declaration shall in all respects replace and supersede the Prior Declaration for all purposes, and that the real property descrbed in Article 2, is and shall be held.

1512914 transferred, sold, conveyed and occupied subject to the covenants. restrictions and easements (sometimes referred to as "covenants and restricuons") hereby umposed on said property, and such restrictions and covenants shall consritute covenants running with the land and shall be binding upon all parties having any nght, title or interest in any portion of sad property, their heirs, successors and assigns. and shall inure to the benefit of each owner of any such property, to Wit ARTICLEI DEFINITIONS The"Committee" shall mean the Architectural Control Corurmittee created pursuant (a) to this Declaration to review and approve the Plans and Specifications for the constructuion of Improvements upontheProperty (b)The "Association" shall mean the Elliott Ranch Homeowners Association, Inc,a Texas nonprofit corporation. (c) An "Assessment" shall mean such assessments as may be levied by the Association under the terms and provisions of this Declaration (d) The "Board" shall mean the Board of Durectors of the Association (e) The "Common Area" shall mean erther fee sumple or an easement interest n any and all real property and all improvemeats located thereon, ncluding the Private Streets within the within the rnght-of-way of the Prvate Streets and the entryways, the Greenbelt and structural or nonstructural dranage faciliues and warer quality controls, from time to time (l) conveyed and/or granted to the Associatuon by Declarant, and (2) expressly desiguated by Declarant to be "Common Area" for the benefit of the Owmers and/or the Association and the Members thereof (f) "Declarant" shall mean Jim C Elliott and Dalton G Elliott, Co-Independent Executors of the ESTATE OF ROY C ELLIOTT, DECEASED, or their respective successors or assigns; provided that any assignment of the nghts of Declarant must be expressly set forth in writng and the mere conveyance of a poruon of the Property without written assignment of the nghts of Deciarant shall not be sufficient to constuitute an assignment of the rights of Declarant hereunder (g) The "Greenbelt" shall mean and refer to Lot I, Block B of Phase 2 as reflected on the approved Preliminary Plan for the Elliott Ranch subdivision attached hereto as Exhubit A, and which lot when finallyplatted shall be designated by Declaranr to be Common Area forthe exclusive use and benefit of the Owners and the Associatiou as a private greenbelt dranage easement and conservation easement.

1512915 (h) "Improvement" shall mean every structure and all appurtenances thereto of every type and kind, uncluding but not limited to buldings, barns, outbuldings. storage sheds. patios. tennis courts, swimming pools. garages, storage bulidings. fences, screening walls.retaining walls. stairs, decks, landscaping, poles, signs. extenor air conditioning, water softener fixtures or equipment,poles, pumps.wells.tanks,reservours.pipes,lines,meters,antennas, towers,windmills and any facilties used in connection with water. saritary sewer. wastewater, septic tank, storm sewer, dranage, gas, electric, telephone, regular or cable television, or other utilities. () Lot" shall mean and refer to any of the numbered lots shown upon any recorded Additronal Land added to this Declaration as provided herein), other than the Pnvate Streets, the Greenbelt orotherCommon Area "Memberw shall mean each and every person or legal entity who shall hold membershiprights in the Association (k) "oOwner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple tuitle to any Lot situated upon the Property,but excluding those having such interest merely as security for the performance of an obligation. Where matters within this Declaration requurea voteoftheOwners,each Owner (including Declarant)ofa Lot shall be entatled to oue (1) vote for each Lot so owned Where a Lot is held jointly or in comimon by more than one (I) Owner, such Owners thereof designate one (1) Owner among them who shall be entutled to cast such vote and no other person shall be authorized to vote in behalf of such property mterest except byproxy signedbysuch Owers "Plans and Specifications" shall mean the documents designed to gude or control () the construction or erection of any Improvement. mncludug but not linited to those indicating location,size, shape, configuration. matenals, site plans, excavation and gradung plans, foundation plans, drainage plans, landscaping and fencingplans,elevaton drawings,floor plans, specificatons on all bulding products and construction technuques, samples of exterior colors, plans for utility services, and all other documentation or nformation relevant to such Improvement. (m)The "Property" shall mean and refer to the real property described iu Article? hereof, and ary Additaonal Land that may be brought under the scheme of thus Declaration as provided n Artucle 2 hereof, and which is subject to this Declaration or any Supplemental Declaratton (n) "Private Street" shall mean any lot parcel or tract within the Property designated as a "private street" on any recorded subdivision plat or map of the Property, or any porton thereof, or otherwise designated by Declarant to be used as a private ight-of-way or as an access easement to provide ingress and egress to and from the Lots and any public highway, street or road. As used herein, the term "Private Street shall not include any private drveway, roadway, trail or other accessway located on ariyLot

1512 916 "Supplemental Declaraton" shall mean any declaraton of covenants, conditions (o) and restrictions which may be hereafter recorded by Declarant to (l) add any Addituonai Land to the Property, or (2) subjecr any porron of the Property to further covenants, conditions, or restrictions ARTICLE2 PROPERTY SUBJECTTO THIS DECLARATION (a)The Property The real property which is and shall be held transferred. sold. conveyed, and occupied subject to thas Declaration is located n Hays Counzy, Texas, and rs more partrcularlydescrbed as follows A lots in ELLIOTT RANCH, PHASE ONE, a subdivision in Hays County, Texas, accordung to the map or plat thereof recorded in Book , Pages 273 247 of the Plat Records of Hays County,Texas.and (b) Phased Subdivision.AdditionofLand It is contemplated that Declarant may develop certain real property (now owned by Declararit) in the vicmty of the Property for residental purposes and may mclude such real property within the definition of the Property Declarant, its successors and assigns, shall have the right (bur not the obiigaton) at any time and from tme to time, without the consent or approval of any other Owner of any Lot, to bring within the scheme of this Declaration additional land (the "Additional Land") so long as such land is within the land descnbed ou Exhibit A attached hereto and provided such Additaonal Land has been subdivided and County, Texas. As each phase of such land is platted, dedicated and/or developed, Deciarant may (but shall not be requred to) record one or more Supplemental Declarations and designate such uses. classificatons, and covenants, conditons and restrictuons as Declarant may deem appropriate for such Additional Land. Any Supplemental Declaraton may, but need not, provide that certain provisions of ths Declaration are not applicable to the Additional Land covered by such Supplemental Declaration, or may amend or modify the provisions of thus Declaraton as to any Additional Land Any Supplemental Declarataon may provide for its own procedure for the property withun the area subject thereto or a specified vote of only the Owners of some of the property within the area subject thereto, Furthermore, additional propertes may be annexed nto the Property at any tirne with the assent of two-thirds (2/3rds) of the votes for each class of Mermbers who are eligible to vote in person or by proxy at a meeting duly called to vote on such matter Withdrawal ofLand Declarant shall have the nght at any tirrie pror to the Transfer (c) Date, as defined in Article I l(c), to reduce or withdraw lands then owned by Declarant from the Property, subject to the approval of a replat, or an amended plat, of the Property in accordance with

the applicable regulauons of the City of Hays and Hays Counry,Texas. Upon any such withdrawal this Declaration and the covenants, conditions. restrictions and obligations set forth herein shall uo longer apply to the lands withdrawn In order to withdraw lands from the Property hereunder Declarant shall be requured replat, or amend the plat(s) of the Property in accordance with the applicable regulations of the City of Hays and Hays County, Texas, record such replat or amended plat in the Plat Records of Hays County, Texas, and to record in the Otficial Property Records of Hays County, Texas, a notice of withdrawal of such land from this Declaration"A copy of such notice of such withdrawal shall be given to the City of Hays Notwithstanding the foregoing, All Common Area, including the Pnvate Streets and the Greenbelt, shall be transferred and conveyed to the Association, and Declarant may not withdraw anyCommon Area, including thePrvate Streets and the Greenbelt without the approval of the Association, or pror to the incorporation of the Association, without the approval of the City of Hays, and without approval of a replat, or an amended plat, of the Property in accordance with the applicable regulations of the City of Hays and Hays County,Texas ARTICLE3 LANDUSE (a) Lots. Each Lot (other than the Private Streets, the Greenbelt or any other Common Area) shall be used only for single farnily residential purposes, including related or ancillary uses approved by Declarant, and for no other purpose No portion of a Lot nor any bulding, structure or other Improvement located thereon, except for the entire Lot, together with all Improvements located thereon, may be rented, and such entire Lot may be rented only for single family residential puposesGarage and other apartments, duplexes, condominiums, towmhouses, and other multifamily residental, office, commercial, retail, and ndustrial buldings and uses are prohubited Notwithstanding the foregoing, living quarters that are located in an accessory bulding or structure. that are occupied by members of the family or employees of the Owner or occupant of the Lot and that are not rented or otherwise used as a separate domicile, shall be pernitted. (b)Common Area. No land withun any Common Area shall be mproved, used or occupied except in such manner as shall have been approved by the Committee, n its sole and absolute discretion. Such requred approval shall extend to the nature and type of use, occupancy and umprovement provided, the use of the Greenbelt shall be liruited to use as a private greenbelt. drainage easement and conservation area for the exclusive benefit of the Owners and the Association, and as apublic utility easement No umprovements shall be constructed or placed within the Greenbelt, other than draunage, derention and/or water quality facilities and related improvements, such passive recreational faciltes, such as trails, paths or accessways and related improvements, and landscaping that do not change the diurection or flow of drainage charinels within the Greenbelt or that may obstruct or retard the flow of stormwater runoff or drainage to or through such drainage channels. and public utility lnes.

(c) Signs and Sales Programs No signs of any kind shall be displayed for public view on any Lot excepting that one professional sign of not more than three square foot in size, otne sign of not more than thurty-rwo (32) square feer advertising the property for sale or rent. or signs of modes dimensions used bya builder to advertuse the property during theconstruction and sale period may bepermitted Aseparate andpermanent sign identifying the Elliott Ranch Subdiviston may also be erected at each of the entrances to the Property All signs constructed after the adoption by the City of Hays of sign regulations that apply to the Property shall comply with the applicable provisionsof such regulations (d) Qil, Gas.Mineral. Mining and Excavaton Qperations No oil,gas, mineral, minng ar excavation operations of any kind or character. no drilling of prospecting for oil, gas or other minerals, no oil, gas or other mineral development operations, refining, quarrying, or mining operations shall at any time be permitted upon any Lot or other area within the Property (e)Hunting and Firearms Hunting, trapping, the use or discharge of firearms, and the use or discharge of firecrackers and fireworks on and within the Property is prohubited (f) Livestock. Animals, Household Pets No anmals, livestock or poultry of any kind shall be raised, bred or kept on any Lot except that dogs, cats or other srmall and domesticated household pets may be kept provided that they are not kept, bred or maintained for any commercial purpose. Except as provided in the immediately preceding sentence, no animals, including pigs. hogs, swine, poultry, fowl, wild or dangerous animals, horses, cattle, sheep, goats, or anty other type of anumal not considered to be a domesuc household pet within the ordinary meaning and unterpretation of such words may be kept. maintained or cared for on the Property, provided, a limuted number of anmals may be permitted for lmited periods oftume if such anumals are kept for purposes of students participating in educational, "4H,n "FFA," or sumilar programs No animal shali be allowed to make an unreasonable amount ofnoise, or to become a nuisance, and no domestic pets wll be allowed on the Property other than on the Lot of its Owner unless confined to a leash No animal may be stabled, mauntauned, kept, cared for or boarded for hire or remuneration on the Property and no kennels or breedung operatuon will be allowed. No animal shall be allowed to run at large and all animals shall be kept within enclosed areas which must be clean, sanitary and reasonably free of refuse, insects and waste at all times. Such enclosed area shall be constructed n accordance with the Plars and Specifications approved by the Cornmittee, which shall be of reasonable design and construction to adequately contain such animals in accordance with the provisions hereof, and shall be screened so as not to be visible from any Private Street. (g) Trucks. Buses and Trailers No truck, bus. motor home, recreational vehicle, boat or trauler shall be parked in the Private Street in front of any Lot except for construction and repair equipment while a residence is being bult or repared thereon, and no truck bus, motor home. recreational vehicle, boat. or trailer shall be parked on the dnveway or any portion of the Lot as to be visible from the Private Street n front of any Lot

1512919 Storage and Vehicle Repairs No unsightly storage shall be permitted thar is visible from the Private Street in front of any Lot No boat, trucks or other vehicles shall be stored or kept for the purpose of repair on any Lot, except in enclosed garages or storage facihtes protected from the viewofthe other residerits. () Nuisances No noxious or otfensive activaties of any kind shall be permartred upon any Lot, nor shall anything be done thereon which constirutes a nuisance or which may be or may become an annoyance to the neighborhood Temporarv Structures No structure or emplacement ofatemporary character,mobile home, railer, derelict, Junk or racng motor vehicle, or any motor vehcle without a current license tag, or any tent, shack, or other outbuldings (except a ban as approved by the Comumittee) whuch exceeds eight (8) feet in height or is in excess of eight (8) feet m width and ten (10) feet in length, shall be erected, placed, drven onto, altered, or permitted to remain on any Lot at any time, erther temporarily or permanently, without the prior written consent of the Commuttee No mobile home or preconstructed bunlding of any kind may be moved upon any Lot for aay purpose, save and except that Declarant, or its successors or assigns, or duly authorized agents may utlize temporary structures for a sales office or constructon office which may be moved onto a Lot (k) Garbage and Refuse Disposal No Lot shall be used or mantained as a dumping ground for rubbish, trash, garbage or other waste and the same shall not be kept, except in sanitary contaners All uncnerators or other equrpment for the storage or dusposal of such material shall be kept in a clean and sarutary condition, and shall be screened so as not to be visible from any other portion of the Property The Commuttee shall have the nght to require each Owner to subscribe to a specific locaton for trash service and for the placement of garbage containers for collection purposes. Mantenance ofLots The Ownerofeach Lot shall keep grass, weeds and vegetation () trimmed or cut so that the same shall reman n a neat and attractrve condition No fence, wall or shrub orother structure or plantng which obstructs sight lunes shall be permitted without the specific approval of the Committee.The diggmng or removal of drt or other surface matenal from any Lot, except as necessary in connection with landscaping or constructuon of improvements, is protibrted (m)Chemucal Fertlizers, Pesticides and Herbicides No chemical fertilzers, pesticides or herbicides other than those approved by the Commnttee shall be used on any Lot. In addition, the Owner of each Lot shall comply with the terms and provisions of any city-wide, Iutegrated Pest Management Program that may be adopted by the City of Hays that appltes umifomly to all land located withun the Cityof Hays (n) Development by Declarant Notwithstanding anythung contained in thus Declaration to the contrary, Declarant its successors, transferees, or assigns may conduct business actvities related to the development and sale of the Property, and may mantan such Improvements as Declarant dertermines. n Declarant's sole discreon, to be necessary or appropriate therefor

ARTICLE4 ARCHITECTURALCONTROLCOMMITTEE (a).MembershipThe Committee shall be composed of three (3) persons The initial members of the Committee are JIM C ELLIOTT, DALTON G ELLIOTT and CHRIS CAMPBELL, as appointed by Declarant pursuant to a Designation of Archutectural Control Committeefor Elliott Ranch Subdivision recorded in Volume 1246, Page 549 of the Official Public Records of Hays County, Texas The appointment of said members of the Committee is hereby in all respects confirmed and ratified No member of the Committee shall be enttled to any compensation for services performed pursuant to this Declaration. Prior to the Transfer Date as defined in Article 1l(c)(m), Declarant shali have the tight ro appoint and change the membership of the Committee At any time and from tume to time after the Transfer Date, the Board shall have the power to change the membership of the Committee Any member of the Committee may resign therefrom, and the remainuing members of the Committee shall appoint his successor, subject to change by Declarant prior to the Transfer Date or the Board after the Transfer Date. (b) .Approval of Plans and Specifications. No Improvement, and no antenna nor any mechanism or devise that provides for the collection, storage or distrbution of solar or wind energy for use as thermal, mechanical or electrical energy and that is not part ofa building, shall be erected piaced, altered or maintained on any Lot until a copy of the Plans and Specifications and a plan showing the location of such Improvements have been delivered to and approved by the Commuttee as to the quality of workmanshup and matenals, harmony of external design with the existing Improvements and as to the location with respect to topography and finished grade elevations The Cormmittee shall have the power to ermploy professional consultants to assist it in discharging its dutiesThe Committee may requre the payment by each applicant of a fee in the amount as established from time to time by the Committee as a condition to its review anid approval of such Plans and Specifications, and may further condition its approval of such Plans and Specifications upon the payment of the Construction Deposit as heremafter providedAll decisions of the Committee shall be by the vote of at least two (2) members of the Committee The decision of the Committee shall be final, conclusive, and binding upon the applicant. (c) Approval Procedure Two (2) complete sets ofthe final Plans and Specifications for all Improvements shall be submitted to the Committee prior to the construction of any Improvernent The Plans and Specifications shall be properly prepared in a manner so as to be clearly understood Each appication shall be consideredon its own merit, andapproval of specific elements for one Lot consider and review any and all aspects of construction, construction of other Improvements and location, quality and quantity of landscaping on the property,which may,in the reasonableopinion of the Committee, adversely affect the ltvung enjoymeat of one or more Owner(s) or the general value of the PropertyAlso, the Committee is permitted to consider technological advances in design and materials and such comparable or altermative techniques, methods or maternals that may be permitted, un accordance with the reasonable opinion of the Committee. The Commuttee is authonized to request the submission of sarmples of proposed construction materials At the option

1512921 of the Committee. one compiete set of the Plans and Specifications will be retained by the Committee, and one complere set of plans will be marked "Approved" and rerurned to the Owner or his designated representative If found nor to be in compliance with this Declaration. one set of such Plans and Specificauons shall be marked "Disapproved." accompanled by a reasonable statement of items found nor to comply with this Declaration. The Committee's approval or disapproval, as requred herein. shall be n wting, provided, if the Committee fails to approve or disapprove the Plans and Specifications within thurty (30) days after the Plans and Specifications have been submitted to it, or in any event, if no sunt to enjoin the construction has been commenced pnor to the completion thereof, approval by the Committee will not be required. Unless prohibited by this Declaration, when, in the opinion of the Committee, a waiver or modification of any of the restrictive covenanrs therein would not impar or detract from the high qualty of the Property, it may, by wrntten instrument in recordable form, waiver or modify any restnction Any materal modifications or changes to the approved set of Plans and Specifications must again be submitted to the Committee for its inspection and approval Matenal modifications or changes in Plans and Specifications for residential umprovements must be approved or disapproved in wriuing within ten (10) business days or such modifications or changes shall be deemed to be approved Construction Deposit Notwithstanding anything contained herein, the construction of the first residence on a Lot shall not commence unless and until, the Owner of such Lot shall pay to the Association the sum of S2,0o0.0 (the "Coustruction Deposit") to secure the obligation of such Owuer to repair any damage to the Private Streets or the Common Areas caused by the Owner. or its contractors, and their respective agents. employees, subcontractors, or suppliers during the construction of the single famly residence on such Lot ("Construction Damage").The Construction Deposit shall be held in an account established by the Association, without labiliry to the Owner for any nterest on the Construction Deposit. Each Owner shall be responsible for and shall at such Owners sole cost and expense repair any Constructiou Damage pror to the occupancy of the single farmily residence constructed on such Owner's Lot, If an Owner fails to so repar all Construction Damage, the Association may cause the Construction Damage to be repaired and may use the Construction Deposit to pay the cost incurred by the Association in repanng the Construction Damage. The Construcuon Deposit, however, shall not be coustrued or n any way considered to be the measure of an Owner's liabulity for any Construction Damage or to limit the obligation of an Owner to pay for the actual amount required to repair all Construction Damage. Each Owner shall be lable for the costs to repair all Construction Damage un excess of the Construction Damage,and such Owner's Lot shall be subject to a special Assessment levied against such Owner's Lot for such excess costs in addition to the liens provided in Article 9 of this Declaration. The Construction Deposit shall be returned to the Owner upon the Board, or its designee, confirming thar all Construction Damage has been repaired by the Owner (e)Adoption ofRules The Committee may adopt such procedural and substantrve rules, standards, policies and development guidelunes, not in conflict with this Declaration, as it may deem necessary or proper for the performance of its dutes and the orderly development of the Property. Inciuding but not lumited to a bulding code, a fire code, a housing code, architectural guidelmes, landscaping guidelines, and other similar codes or guidelines as it may deem necessary and

desirable Such rules, standards, policies. procedures and development guidelines shal be binding and enforceable against each Owmer in the sane manner as any other restriction set forth heren Nothing contained herein shall be deemed to affect any approval granted by the Committee un accordance with the terms of this Declaration pror to the amendment of such rules, standards policies, procedures or development guidelinesThe approval, or deemed approval, ofany Plaris and Specifications by the Commttee shall not in any manner be deemed or construed to constitute any representaton, assurance, opinon or detemination that such Plans and Specificatuons comply with any applicable code or regulation, including without linitarion, compliance with the appicable provisions of the plumbing code or other regulations of the City ofHays with respect ro connection to the City of Hays water system, The Owner of each Lot shall be requred to comply with the plumbing code, water conservation program and other rules and regulations adopted from tine to tume by the City of Hays that apply unuformly to all residential properties connected ro the City of Hayswater systern. No Warver of Funure Approvals The approval or consent of the Committee to any Plans and Specficatons shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any Plans and Specifications or other matter whatever subsequently or additionally submutted for approval or consent by the sarne or a different person. (g) Noniiability of Committee Members, Nether the Commitree nor any member thereof, nor the Board nor any member thereof, shall be liable to the Association or to any Owner or to any other person or entiry for any loss, damage or injury arisng out of or in any way coanected wth the performance of the Committee's or the Board's respective duties under this Declaratior. unless due to the willful misconducr or bad faith of such person Neither the Commitee nor any member thereof shall be liable to any Owner due to the construction of any Irmprovement withun the Property (h) Address Plans and Specifications shall be submitted to the Committee at 4105 Medical Parkway, Austin, Texas 78756, or such other address as may be designated from tme to time by the Cormumittee by written designation of such address recorded n the Real Property Records of Hays County, Texas. A copy of such designation of address shall be given to the City of Hays, Texas ARTICLES RESTRICTIVECOVENANTS Dwelling Types and Garages. No dweliag shall be erected, altered placed or (a) pemitted on any Lot other than one detached single-family dwelling, and with a pnvate garage for not less than two (2) cars- Ail garages shall open to the side or rear of the Lot and shall not face or express approval of the Commtee 10

1512923 (b) Height No buidng, structure, antenna or other Improvement erecred or placed on any Lot shall exceed two and one-half (2 3) stories or forty-five (4S) feet in height (c) Dwelling Size. No one-story single-famuly residential dwelling, exclusive of open porches and garages, shall contain less than 2,oo0 square feet. No two-story nor two and one-half (2 V) story single-family residential dwelling, exclusive ofopen porches and garages, shall contain less than 2,500 square feet, of which not less than 1,800 square feet shall be on the first floor (d) Setback Requrements.No dwellings andother Improvements (other than fences and landscaping as provided herein) shall be constructed or permitted on any Lot within the bulding setbacks as designated on the plat of the Property within which such Lot ts located. (e) Fences. Walls and Hedges No exterior fences, walls and hedges may be erected. placed, or altered on any Lot which extends beyond the front of the dwelling erected thereon toward the Private Street or any public street, road or highway on which the Lot is situated unless and until the Plans and Specifications showing the construction and location of such walls, fences or hedges are submitted to the Committee and approved as to design, matenals, and height, provided in no event shall any such fences, walls or hedges be located closer than tweary-five (25) feet from the front Lot line on the Private Street or any public street, road or highway on which the Lot is located, except those fences as approved by the Comrhittee located along driveways. All fences shall be a N3-rail PCV fence or constructed of metal pipe of at least l 5" in diameter, ormamental iron. masonry,rock, wood or any combnatuon thereof. No barbed wire, T-Bar post, hog wure, chicken wire or chain-lnk fences shall be permitted on any Lot withun five (25) feet from any front Lot line. Masonrv Requirements All single-familydwellings shall have a minimun of 100% () of the exterior front wall facing the Private Street or any public street, road or highway on which the Lot is located ofstone or masonry construction, and no less than 7% of the total of all exterior walls shall be of stone or masonry consmuction. In computing these percentages, (1) all gables shall be excluded from the total area of exterior walls: (2) all windows and door openings shall be exeluded from the total area of the exteror walls, and (3) stone and masonry used on fireplaces.chimneys and walls of an attached garage may be included in the computation as stone or masonry used. A substitute for the masonry requirements of certain select cedar, redwood, or other similar materials may besubmitted to the Committeefor approval (g)Roofs, Roofs shall consist of non-glare metal, tile or three-dimensional fiberglass asphalt or composition shungles with a lfe of20 years or more Shungle color shall be subject to the approval of the Committee; provided no white roof color or reflective roofing materals shall be permitted Any other type of roof must be approved by the Committee (h) Drivewavs, All driveways providing access to a dwelling shall be constructed of concrete or asphalt, and shall extend from the Private Street or any public street, road or highway on whuch the Lot is located to the garage All driveways ghall be installed and constructed so as to not interfere with drainage facilities located within, to not obstruct or retard the flow of stornwater

Or drainage within. or that shouid inhibit the maintenance of, any Prvare Street, or any public street. limitations on all driveways (including all inrernal driveways or accessways) and related drainage facilities (includung culverts and pipes) with respect to design. matenals, aprons, location and point of contact of such drveways with the Private Street or public streer, road or highway on which the Lotislocated. () Exrenor of Structures. The extenor walls of all buldings, barns, outbuldings and other structures shall be weather-proofed by painting or other appropnate method. 0) Antennas Satelite Dishes No radio or television aerial wires, antennas or satellite dishes shall be place forward of the main rnidgeline of the dwelling or the midpoint of the main ndgeline of any dwelling whose ndgeline is not parallel to the Prvate Street or pubic street, road or hughway on whuch the Lot is located. No antennae or satellite dish shall be visible from any Private Street, public street, road or hughway, or other Lot, and shall be screened by fence or hedge to conceal them from view from any Private Street, public street, road or highway,or any Common Area. (k)Solar Collectors Wind Generators No solar collectors or wund generators shall be erected or maintained on any Lot wnthout the approval of the Committee, except for soiar collectors integrated into the design of the dwelling Any such approved installation shall be n harmony with the design of the dwelling, and shail be installed in a location or shall be screened from view from any Pnvate Street, public street, road or highway, or Common Area. Recreational Equipment No recreational equpment, including but not lumuted to swing sets, basketball courts or nets, sport courts, or swumming pools, shall be located berween the front of the dwelling and the Private Street or public street, road or highway on which the Lot is located. () Construction Activities. Notwithstanding any provision herein to the contrary,this Declaration shall not be construed so as unreasonably to interfere with or prevent normal construction activities during the constructon of Improvements by an Owner (including Declarant) upon any Lot within the Property. Specifically, no such constructon activities shall be deemed to constitute a nusance or a yiolation of thus Declaraaon by reason of noise, dust, presence of vehicles or construction machunery,posting of permutted signs or similar activities, provided that such construction (0) has been permutted by the appropnate governrnental authorities, (n) is conducted during daylight hours, and (iu) is pursued to completion with reasonable diligence and conforms to construction practices customary in the area In the event of any dispute regarding such matters, a temporary waiver of the applucable provision may be grarted by the Committee, provided that such Waiver shall be only for the reasonable penod of such coustructuon. () Unfinished Structures No structure shall rermiain unfinished for more than twelve (12)monthsafterconstruction hascommenced 12

(o) Exterior Lighting All Owners shall submit a lighting plan for any externor lighting to be installed or placed on a Lot, showing locations, spacing, standard rypes and light type and sizes, provided reasonable Christmas lughting and displays shall be perritted during the month of December without prior approval; provided all such lighting shall be removed by January 15 of each year Exterior lightung shall be designed and shielded to minimize affect on other Lots and any objectionable, and upon aouce that the Committee that such lighning is objectionable, such lighting shall be removed or modified in such manner so that if is no longer objectionable to surrounding Owners (d) Landscaping All Owners shall submt a landscaping plan as part of the Plans and Specifications It is intended that all landscaping shall recognize, utilize and supplement the existing landscape and visual resources by retaining the natural character of the Property, and that all landscaping inroduced shall be viable, of a consistent quality and provide for visual harmony through color and textural vanety. Native landscaping and drought tolerant plant species should be used to the maximum extent reasonable practicable Landscaping shall not be placed in any drainage easement or buffer area that will change the direction or flow of drainage within the easement or that may obstruct or rerard the flow of stormwater runoff or dranage to or through such easement, or that would inhubit the maintenance of such drainage easerment. Existing trees in excess of eight (8) inches in diameter measured three (3) feet frorm natural grade shall be preserved and protected to the maximum extent reasonably possible. All Owners shall be required to landscape all areas that are disturbed by an construction on the Lot. the yard area between the dwelling and the Private Street or public street, road or highway on which the Lot is locared, the back and side yards but not to exceed seventy-five (75) feet of the dwelling, and adjacent to the foundations of all buildings and structures located on the Lot. Trees, shrubs, ground covers, seasonal color and turf grass shall be used in these areas to achieve the landscape intent of this Declaration. Either permanent turf grass or Winter Rye shall be established in all turf areas shown on the approved landscape plan by the Owner or builder prior to the occupancy of any residence constructed on a Lot.Winter Rye shall be considered a temporary measure to reduce sol erosion through the winter season. It shall be completely replaced with turf grass according to the approved landscape plan by May I of the builder pror to the occupancy of any residence constructed on a Lot, the season notwithstanding ARTICLE6 RESUBPVISIONOFLOTS No Lot may be resubdivided into two or more lots without the specific approval of the Comnittee and without approval ofa replat, or an amended plat, of such lots in accordance with the applicableregulations of the City of Hays and Hays County,Texas, provided, two or more adjacenat Lots, at least one of which has no improvements, may be resubdivided n order to combune or increase the size of such Lots withoux the approval of the Committee if such resubdivision reduces the number of such Lots and does not result un the reduction of the size of any of such Lots Any such resubdivision approved by the Commuttee or permitted withour the approval ofthe Committee 13

1512926 as provided above shall require the approval of a replar, or an amended plat, in accordance with all applicable requirements of the City of Hays and Hays County, Texas. Notwithstanding any provision of this Declaration to the coniary. in the et ent any Lot is resubdivided in accordance with the provisions hereof. far puposes of the Assessments provided fot in Article I2, the amount of the Assessment levied against any such resubdivided Lot shall be adjusted proportionately as follows (l) for any resubdivided Lot that was created by dividing an onginal Lot into two or more Lots. the Assessment shall be an amount equal to the per Lot Assessment for Lots thal have nor be resubdivided Lot and the denomninator of which the acreage of the ongnal Lot fiom whrch the resubdivided Lot was created, or (2) for any resubdivided Lot that was created by combining two or more ongnal Lots, the Assessment shall be an amount equal to the per Lot Assessment for Lots that have not be resubdiv ided plus the per Lot Assessment for Lots that have aot be resubdivided multipled by a percentage, the numerator of which is the acreage contaied within the portion of the adjacent original Lor that was added to create the resubdivided Lot and the denominator of whuch the total acreage of the adjacent otiginal Lot from which land was added to create the resubdivided Lot. ARTICLE 7 EASEVENTS (a) Utility and Drainage Easements sEasements for nstallation and mantenance of utlitues and draunage facilitues have been provided as shown on any plat of any par of the Property. and certaun other easements and related nghes affecting a Lot or the Property may have heretofore been granted, created and dedicated, and each conveyance of any Lot is made and accepted subject to all of such easemeuts, dedicanons and reseryauons. if any, to the extent and only to the extent the same may be in force and effect of record n the Office ofthe County Clerk of Hays County, Texas, or that may be apparent on the Property Within these easements, no st-ucrure, trees, vines, plants or any other thing shall be placed or pemitted to remaun which may m any way damage or nterfere with the installation or maintenance ofutilities, drainage or water quality factlities, or drainageways, or whuch may change the directuon of flow of drainage channels in the easements, or whuch may obstruct or retard the flow of water through dranage channels n the easements. Each Owner covenants to provide easenents for draunage and water flow as requured by the land contours and the arangement of Improvements approved by the Committee. The easemeat areas within cach Lot and all improvements in it shall be maintained continuously by the Owmer of the Lot, except for those Date, Declarant reserves the nght to make changes in and additions to the above easements for the pupose of most efficiently and ecouormically nsering, repainng or mauntaunung pubuc utilities, and to tume, easements for public utlty purposes aloag and on either or both sides of any Lot line, which easement shall not exceed seven and one-half (7-l/2) feet n whdth on each side of any Lot line, provided, Declarant's nights to make such changes n and additnons to the above easements shall automancally be qarsferred to the Association on the Transfer Date There is furher hereby created an easement upon, across, over and under all of the Property tnd easement for puposes of ngress +1

1512 927 and egress in connection with the installation. maintenance and repair of all public utlities and appurtenances thereto. No easement granred to the City of Hays may be altered or modified withour the wratten consentofthe Ciy of Hays (b) Access Easement Over the Private Streers, Easements ofEniovment Subject to the provisions of this Declaration every Menber shall have the nght and easement of enjoyment over and across the Private Streets for purposes of pedestran and vehcular access to and from the Lors, and in and to any Common Area hereafter conveyed to the Association, which nghts and easements shall be an appurtenant to each Lot. (c) Puvate Streers Declarant shall convey the Prvate Streers to the Assocation, and the Association shall thereafter be responsible for the operation and marntenance of the Prvate Streets. Greenbelt Association Property and other Common Area. On or before the Transfer Date, Declarant shall convey the Greenbelt, the Association Property and any other Common Area to the Association The Association shall thereafter beresponsible for the operation and maintenance of the Association Property and ary other Common Area, subject to the terms and provisons of this Declaration and the easements and uses shown on the plat(s) of the Property (e) InsuranceThe Board or nts duly authorized agent shall have the authority to and shall obtan insurance for all nsurable improvements withia the ught-of-way of the Private Streers. or on the Association Property and any other Comnou Area agaunst loss or darnage by fire or other hazards, including extended coverage, vandalism, and malcious mischief This tnsurance shall be in an amount sufficrent to cover the full replacement cost of any repair or reconstruction of the iusurable improvement withun the night-of-way ofthe Prvate Streets or on the Association Property or any other Common Area in the event of damage or destruction from any such hazard, The Board shall also obtaun a public labilty policy covering the Privare Streets, the Association Property and any other Common Area, the Association, and its Members for all damage or injury caused by the negligence of the Associaton or any of its agents, and may, at the discretion of the Board, obtam directors' and officers' liabilty nsurance The pubhc liability polcy shall have at least a One Million Dollar (sl,o00,o00.00) combined coverage lumut. Premiums for all such msurance shall be at the expense of the Assocraron. The insurance policy or polcres nay contan a reasonable deductuble, and the amount thereof shall be added to the face amount of the policy n determining whether the insurance at least equals the full replacement cost. (e) Extent of Easements. The nghts and easements of enjoyment created hereby with respect to the Prvate Streets, the Greenbelt and any Common Area shall be subjecr to the following The righr of the Association to prescnbe rules and regulatons for the use, enjoyment and mantenance of the Private Streets and the Association Property and any other Common Area, 15

() part thereof, provided such sale or conveyance is approved by two-thirds (2/3rds) of the votes for each class of Members who are eligible to vote in persou or by proxy at a meeting duly called to vote on such matter, wnirten notice of which shall be given to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting, (in) The right of the Association to borro w money for the purpose of constructing. mantaining and improving the Private Streets, the Association Property or any other Comnon Area or any part thereof, and to mortgage, pledge or borrowed or debts incurred. (1v) The nght of the Assocration to take such steps as are reasouably necessary to protect the Prvate Streets, the Association Property and any other Common Area, or any part thereof, against foreclosure; (v) The right of the Association to guspend the easements of enjoyment with respect to the Association Property and any other Common Area of any Member of the Associauon durng which time any Assessment levied under the provisions of this Declaration remains unpaid, and for any period not to exceed sixty (60) days for any infraction of its published rules and regulations. (vt) The subdivision, platting and other applicable regulations ofthe City of Hays and Hays County, Texas, and the terms, conditons and provisions of any easement granted to the Ciry of Hays, Hays County, or the public as to any porton of the Private Streers, the Greenbelt or other Common Area. ARTICLE8 UTILITIES (a) Wastewater Service No dwelling or other structure shall be occupied unless and untul connected to a public sanrtary sewer system or private, on-site wastewater system that has been approved by the Hays County Envuronmental Health Department. Unless and untul a public wastewater system is available to a Lot, the Owner of each Lot, at his sole cost and expense, shall be solely responsible for obtaining all permits and approvals requured for an individual wastewater system.No private collective wastewater system shall be permitted without the approval of Declarant and any such private collective wastewater system so approved shall comply with the applicable regulations of the govemmental authorities having junsdiction over the same,The Owaer of each Lot shall be requured to connect to a public wastewater system withun eighteen (18) months after such a public wastewater system is functionmg and available to a boundary of such Owaer'sLot. 16

(b) Water Service No dwelling or other structure shall be occupied unless and until connected to the City of Hays public water system Notwithstanding the foregoung, until such water system is functioning and avaulable to the boundary of a Lot within Phase l, connection ofa dwelling on any Lot within Phase I to an individual water well shall be pemitted, and the Owner of each Lot in Phase l, ar his sole cost and expense, shall be solely responsible for obtaining all permits and obtained water service from a pnvate well pnor to the date the City of Hays public water sysrem is functioning and availabie to such Owner's Lot shall be required to connect the dwelling to the City of Hays' public water system within eighteen (18) months after such a public water system s functioning and available to a boundary of such Owner's Lot and such dwelling shall not be permirted to receive water service from such well, provided, an individual private well installed within Phase I pnor to the date the City of Hays water system is functioning and avaulable to such Lot shall be permitted to supply water solely for unigation purposes, subject to compliance with all applicable govemmental regulations for such well. After the date the City of Hays water system is functioning and avalable to the boundary of each Lot, all Lots shall be requured to connect to the City of Hays water system. Except for dwellings withun Phase I as and subject to the limitations provided above, no dwelling or other structure shall be connected to or obtaun water from a private water well. Certain ground water rights with respect to all of the Property have been transferred to the City of Hays, and the City of Hays has committed to provide water service to all of the Lots within the Property, un accordance with a Development Agreement for Elliott Ranch Subdivision between Deciarant and the City of Hays. Pursuant to the terms of the Development Agreement for Ellott Ranch Subdivision. Declarant shall convey to the Ciry of Hays certain property withun the Property on which a ground storage tank and pumping station shall be located as part of the City of Hays public water system. Each Owner is advised that the City of Hays may, at its discretion, construct an elevated storage tank on such property as it may determine to be appropnate or advisable in connection with the upgrade andoperationofitswatersystem () Electric ServiceThe Owuer ofeach Lot shall, at his own cost and expense, furnish, install, own and maintain (all in accordance with the requirements of local governmental authorities and the National Electrical Code) electrical service and appurtenances (except as herein provided) from the meter iastalled upon the Lot by the electric company to such point as may be designated by such company on the property line of such Lot The company fumishing electnic service shall make the necessary connection at the property line and at the meter (d) Solid Waste Collection, Pursuant to the terms ofa Solid Waste Collecton Agreement between Declarant and the City of Hays, the City of Hays will provide solid waste collection service to each Lot within the Subdivision The Owner of each Lot shall be required to obtain solid waste collection service from the City of Hays and to comply with all applicable rules and regulations pertaining to such service during the term of such Solid Waste Collectuon Agreement with the City of HaysDuring the term of such Solid Waste Collection Agreement with the City of Hays, the Owner of each Lot shall not be entutled to obtain solid waste collection service from any other entity or person providing such services. Notwithstanding the foregoung, in the event the Property or any Lot within the Subdivision is annexed by the City ofHays, upon such annexation by the City of Hays

1512930 the Owner ot each Lot so annexed shall be required to obrain solid waste collection services from the City otHays in accordance With the solid waste collection servicerequrements. rules and regularions adopted from time to time by the City of Hays that apply uniformly to all properties within the City ofHays ARTICLE9 COMPLIANCE WTIHPROVISIONS OF RESTRICTIONS. IEN FOR MAINTENANCE COSTSAND FORECLOSURE Each Owmer shall comply strictly with the provisions of this Declaration as from tume to trne amended. Failure to conply with any of the provisions of this Declaration shiall constitute a violation of thus Declaraton, and shall give nse to a cause of acrion to recover sums due for danages or injunctive relef or both, martainable by any Owuer or the Board. The Committee shall have the written notice, without being liable to any Owner, upon any Lot or into any Impravement thereon, for the purpose of enforcing this Declaration or for the pur pose of mauntauning or repairing any area, Improvement or other facity to conform to this Declaraton, and the expense ncured by the Committee or its duly authorized agents in cormection with the entry upon any Lot or Improvement and the maintenance and repaur work conducted thereon shall be a personal obligation of the Owner of the Lot entered upon, payable withn five (5) days after wrtten demand for reimbursement, and shall be secured immediately by a lien upon the Lot entered upon and the Improvernents thereon To evidence the aforesad lien for payment of such mauntenance costs, the Committee may prepare a wntten nouce of martenance len settmg forth the amount of the unpad andebtedness, a descrption of the Lot encumbered by the lien and the name of the Owner af such Lot Such notice shall be signed by one of the members of the Comrmittee and shall be recorded in the Offical Property Records of Hays County, Texas The aforesaid len for payment of mantenarice costs shall attach on the date the payment of such maintenance costs becomes delmquent. The Commirtee may enforce such len by the foreclosure sale of the defaultng Owners Lot in like manner as a foreclosure of a mortgage or contractual Iren on real property as provided in Article 5l.002 of the Texas Property Owuer for monetary damages and/or for the judicial foreclosure of the aforesaid len The Owrer of the affected Lot shall be required to pay all costs and expenses, including, without limitation, reasouable attormeys' fees, incured by the Comnittee in connection with any foreclosure proceeding, whether judicrai or non judicial. The Committee shall have the power to bid on any Lot at any foreclosure or other legal sale and to acquire, hold, lease, morigage, convey or otherwise deal with the same. The lien for payment of mantenance costs provided for herern shall not be affected or extingurshed by the sale or transfer of any Lot, whether by judical or non-judicial foreclosure sale or otherwise; provided, however, that n the event of foreclosure of any first lien Mortgage supenor to the lien for the delmquent mantenance costs, the lien for the delinquent rnaintenance costs will be extmguished, and the delinquent mantenance costs shall be paid out of the proceeds of such foreclosure sale only to the extent thar funds are avarlable after the satisfaction of the first len Mortgage The extnguishing of any lien for payment of maintenance costs as herern provided will not relreve any Owner from theobligation to pay such maintenance costs subsequently becoming due andpayable. 18

1512 931 ARTICLEIO NO WARRANTY OF ENFORCEABILITY Whule Declarant has no reason to believe that any ofthe covenants. terms or provisions of this Declaration are or may be invalid or unenforceable for any reason or to any extent Declarant makes no warranty or representation as to the present or furure validity or enforceabity of any such covenant, term or provision. Any Owuer acquring a Lot inr relance an one or more of such covenants, terms or provisions shall assume all nisks of the valdity and enforceability thereof, and by acqurng such Lot agrees to hold Declarant harmless therefrom. ARTICLE11 THEASSOCIATION Organization At any tume after the date of this Declaration, but u all events on or (a) before the Transfer Date, Declarant shall cause the fomaton and ncorporatror of the Association. The Association shall be a nonprofir corporation created for the purposes, charged with the dutes, and vested with the powers prescrbed n its Arucles and Bylaws, in this Declaration, and by applicable law Neither the Artcles nor the Bylaws shall for any reason be amended or otherwise changed or interpreted so as to be nconsistent with thus Declaration. (b)Membershup. Each Owner, uncluding Declarant, of a Lot shall automatically and concurrently shall become a Member of the Association upon the formaton and incorporation of sane, Membershup shall be appurtenant to and shall rm with the property interest which qualifies the Owner thereof for membership, and membershup may not be severed from, or n any way (o)Voting Rights. The nght to cast votes and the nurnber of votes whuch may be cast for election ot the Board, and on all other matters to be voted on by the Members, shall be calculared as provided below. Owners entitled to votes pursuant to (i) below are herenafter sometumes referred to as "Class A Members." Declarant, which is entled to vote pursuant to (u) below, is hereinafter sometimes referred to as the Class B Member " (i) The Owner (other than Declarant) of each Lot withn the Property shall have one (1) vote for each Lot so owned. (u) Declarant shall have one (1) vote for each Lot owned by Declarant and three (3) votes for each vote held by the Class A Members untl the earlier of (l) the dare the Declarant elects to termunate the Class B membershup, or (2) December 31, 2011 (the "Transfer Date") Thereafter, the Class B riembership shall cease and be corverted to Class A membership, and Declarant shall have only one (1) vote for each Lot owned by it, af any The total votes held by the Class A members and the total votes held by the Class B rmembers shall be recalculated upon the recordng of a Supplermental Declaration which results in any additon to or subtraction oflands from the Property 19

1512932 Any property interesr entiting the Owner thereof to vote as heren provided held jointly or in comnon by more than one Owner shall require that such Owners thereof designate, in writng, a single Owner who shall be entitled to cast such vote and no other person shal be authonzed to vote n behalf of such property interest A copy of such written designation shall be filed with the Baard before any such vote may be cast, and, upon the failure of the Owners thereof to file such designaton. such vote shall nerther be cast nor counted for any purpose whatsoever (d)Duies ofthe Associarion. Subject to and in accordance with this Declaraton and after the incorporation ofthe Association, the Association actung through the Board shal have and perform each of the followng dutes. () accept, own, operate, and mantan the Private Streets, the Greenbelt, and all personal and real property conveyed to or leased by the Assoclation ("Association Property"). together with all Improvements thereon and al appurtenances thereto, ncluding any other Common Area hereafter conveyed or leased to the Association by Declarant, (n) to mairitain the Prvate Streers, the Greenbelt and any other Common Area and all Improvements thereon and all appurtenances thereto, ncludng the drainage easements, water quality buffers, conservauon areas, detention ponds and related storrn water structures and features that may be located thereon, in accordance with ther design, the unpaved areas (ncludng any median areas) within any Private Street, and any entry tmprovements, signs and associated landscaping, (in) pay all real and personal property taxes and other taxes and assessments levied upon or with respect to the Association Property and any Common Area, to the extent that such taxes and assessments are aot levied drectly upon the Members, and the Assoclation shall have all righrs granted by law to contest the legality ard the amount of such taxes and assessments, (iv) obtain and mantain n effect policies of insurance which, in the opimon of the Board, are reasonably necessary or appropnate to carry out the functions of the Association, (v) make, estabiish, promuigate, and n rts discreuon amend or repeal and reenact, the Bylaws and such rules not in conflict with this Declaration as it deems proper, coverng any and all aspects of its functions, mcluding traffic controls, speed limits and other regulations of the use of the Private Streets, the Greenbelt, the Associaton Property and any Common Area, (v) keep books and records of the Association's affars and make such books and records, together with a current copy of this Declaration, avalable for inspection by the Owners and the Mortgagees upon request during normal business hours, and (vu) carry out and enforce all duties of the Associaruon set forth in this Declaration 20

1512933 (e) Powers and Authority of the Associarion After the incorporation of he Association. the Association shall have the powers of a Texas nonprofit corporation. subject only to such limitations upon the exercise of such powers as are expressly set forth n this Declararion. It shall incidental to the exercise of any of the express powers granted to it by the laws of Texas or by this Declaration, Without in any way lrniting the generality of the two precedung sentences. the Association and the Board, acting on behalf of the Association after the incorporation thereof, shall have the following power and authonty at all times () The Association shall have the power and authonty to levy Assessments in accordance With and as provided m this Declaration (in) The Association shall have the power and authority to enter at any tume m an emergency (or in a non-emergency after twenty-four (24) hours written notice to the Owner of the affected Property), without being liable to any Owner, upon any Lot or any Common Area for the purpose of enforcing this Declaration or for the purpose of mantaiung or repairing any Private Street, the Greenbelt, any Lot, Common Area, Improvement, or other facility so as to conform to this Declaration, Notwithstanding any provision herein to the contrary, the Association may not alter or demolish any items of construction on a Lot in enforcing thus Declaration before judicial proceedngs are instututed by the Associaton The expense incurred by the Association in connection with the entry upon any Lot and the maintenance and repair work conducted thereon shall be a personal obligation of the Owmer of the affected Lot, shall be a lien upon such Lot and the Improvements thereon, and shall be enforced n the same manner and to the same extent as provided herein for regular and specialAssessments (ui) The Association shall have the power and authonty from tume to time, in its own name and on its own behalf, or n the name of and or behalf of an Owner who consents thereto, to commence and maintain actions and suits to enforce, by mandatory mjunction or otherwise, or to restrain and enjon any breach or threatened breach of, this Declaration. The Associatuon is also authonzed to setle claims, enforce liens, and take all such action as it may deem necessary or expedient to enforce this Declaration; provided, however, that the Board shall never be authorized to expend any Association funds for the purpose of bringing suit against Declarant, itssuccessorsorassigns. (1v) The Association shallhave the pawer and authority to grant and convey to any person or entry any Associaton Property and/or any Common Area and/or any interest theren, including fee ttle, leasehold estates, easements. nghts-of-way, lrens or security interests, out of, n, on. over. or under any of same for the purpose of constructing, erecting, operating, or maintaining thereon. therein, or thereunder walks, driveways, parking lots, trauls, and paths, 21

1512934 lines, cables. wires. conduts, pipelines, or other devices for urnlity purposes. sewer,wastewaterand watersystems, storm waterdrainage systems, sprinkler systems, and pipelinesor anysimilarImprovements orfacilites of any Improvement or other facility un any way which would violate other provisions of this Declaration, (v) The Association shall have the power and authoriry to retain and pay for the services of a manager to manage and operate the Assoctation, ncludung the maintenance and reparr of the Pnvate Streets, the Greenbelt, the Associatuon Property and any other Common Area, to the extent deemed advisable by the Board. Additoual personnel may be employed directly by the Association or may be furnished by the manager. duties, powers, and functions to themanager The Members ofthe Association hereby release the Associatuon and the members of the Board from liabiliry for any omission or mproper exercrse by the manager of any such duty, power, or function so delegated. (vi) The Assocration shall have the power and authority operationof theAssocration, to pay for all maintenance, repair, replacement, upgrade, resurfacing and other improvements requred to maintain the Private Streets in a good and passable condition consistent with sumilar private streets in the surrounding area, to pay for water, sewer, garbage removal, landscaping, gardenung, and all other utilities or services to and all maintenance of the Common Areas, ncludmng the entryway Improvements and the unpaved areas within the Private Streets, and the Associaton Property in accordance with thus Declaration; d. to obtain and pay for any other property and services and to pay any other taxes or assessments which the Association or the Board is requrred to secure or to pay for pursuant to applicable law or thus Declaration, to construct new Improvements or additions to the Association Property or any Common Area, subject to the approval of the Committee, 22

1512935 f to enter into contracts with Declarant and with any other person on such terms and provisions as the Board shall determine to carry out the duties of the Association under this Declaration, and to acquire. own, and dispose of all manner of real and personal property, whether by grant. lease. gift. or otherwise,and g to borrow money and to mortgage, pledge or hypothecate any or all of the Association Property as security for moneyborrowed or debts incurred subject to the limitation set forth in thuis Declaration (f) Indemnity The Association shall ndeminufy any persori who was or is a party or is threatened to be made a party to any threatened, pending or completed action, sut or proceeding, whether civil, crminal, administrative or investigative,by reason ofthe fact that such person is or was a director, officer, cormmittee member. employee, servant or agent of the Association or the Board. against all claims and expenses mcluding attorney's fees reasonably uncurred by such person in connection with such action, sut or proceedung, if it is found and determiried by the Board or a Court that such person (i) acted in good faith and in a manner such person reasonably believed to be in, or proceeding, had no reasonable cause to believe such person's conduct was unlawful The termination of any action, suit or proceeding by settlement or upon a plea of nolo contendere or its equvalent, shall not ofitself create a presumption that such person did not act in good faith or in a manner which such persou reasonably beleved to be in, or not opposed to, the best interests of the Association, or, conduct was unlawful. The Board may purchase and mauntain insurance on behalfof any person who is or was a director, officer, committee member, employee, servant or agent of the Association or the Board against any lability asserted against such person or incurred by such person in any such capacity, or arnsing out of such person's starus as such, whether or not the Association would have the power to indemnify him against such liabulity hereunder or otherwise ARTICLE12 ASSESSMENTS Assessments Assessments established pursuant to this Declaration shall be levied (a) against each Lot withun the Property for the purpose of promoting the recreation, health, safery, and welfare of the residents within the Property and for the improvement and rmaintenance of the Private Streets, the entryway Improvements, the unpaved areas within the Prvate Streets, any Common Area, and the Association Property The funds of the Association shail be used solely for purposes authorizedbythis Declaration. (b) deposited the portion of the Assessments allocated to the operatou of the Association as provided below and all other monies paid to the Association (except the portion of the Assessment allocated to capital replacements as provided below) and from which disbursements shall be made in performing the general operations and management functuons of the Association under thus 23

1512 936 Declaration (c) Capital Replacement Reserve The Board shall establish a capital replacement reserve account nto which shall be deposited the portion ofthe Assessments ailocated to caprral replacemerits and from which disbursement shall be made in performing major repairs, upgrade and replacements of the Private Streets, the Associaton Property and the Improvements in the Common Areas (d) Regular Annual Assessments For the fiscal year of the year of incoporation of the Association, the Board shall establsh a budget for the Associaton, and as of January l of the year following incorporation, may levy assessments based on that budget against all Lots The budget shall include such tems as may be approprnate for the anticipated costs to repar, upgrade and replace the Private Streets, the Association Property and the Improvements in the Common Areas, and based operatons and management of the Association and the porton of the Assessments allocated to the all Lots, or at the discretion of the Board, the annual Assessment may be levied in different amounts as to groups ofLots based on the use or benefit determined by the Board to be derived by such groups of Lots from the costs of the Association for whuch the Assessments are levied.The anaual Dollars (S420 00) without the assent oftwo-thurds (2/3rds) of the votes of each class ofMembers who of Members who are eligible to vote represented in person or by proxy For each fiscal year thereafter, the Board shall estimate the net expenses of the Assocration for such fiscal year, which shall be (n) the expenses to be incurred by the Assoctation dunng such year in perfomming its functions under this Declaration, ncludng but not lmited to the cost of all duties required and activrties authorized herein of the Association, the Board, and the Commuttee, and a reasonable provision for contingencies and the repiacement reserves. less (u) any expected income and any surplus frorn the prior year's operating fund Assessments sufficienr to pay such estimated net expenses shall then be levied as provided heren, and the Assessments so levied by the Board shall be final and binding so long as rt is made rn good fath. All such regular annual Assessrnents shall be due and payable to the Association, at the discretion of the Board, erther in one (1) payment within sixty (60) days aftet the beguning ofthe fiscal year or in twelve (12) monthly payments equal to 1/12th of the total araual Assessment, or at such tme and in sutch other manner as the Board may from trme to trme designate (e) Declarant Assessment Notwithstanding the foregoing provisions ofthus Artucle, with respect ro any Lots owned by Declarant, Declarant shall be requred to pay the portuon of the Assessrnent allocated to the capital replacement reserve for each Lot owned by Declarant and n lieu of the portuon of the Assessment allocated to general operations for all Lots owred by Declarant, Declarant shall be requred to pay an amount equal to the dufference between the total of the portion ofthe Assessment allocated to general operations for all Lots not owned by Declarant and the amount ofthe actual expenses unicurred by the Associarion Nothing in this subsection shall be construed to releve an Owner other than Declarant from payment of full annual Assessments for every year after a Lot is conveyed by Declarant 24

1512937 (t)Special Assessments In addition to the regular annual Assessments provided herein. the Board may levy special Assessments whenever in the Board's opinion such special Assessments are necessary to enable the Board to carry our the functions of the Association under this Declaration. including without limitation the maintenance of the Prnvate Streets and the storm water control be at the reasonable discretion of the Board In no event shall the total special Assessment per Lot during the first fiscal year exceed One Hundred and No/100 Dollars (S00 00) per Lot without the assent of rwo-thirds (2/3rds) of the votes ot all of the Members who are eligubie to vote at a meeting duly called to vote on such matter, with at least sixty percenit (60%) of the Members who are eligible to vote represented in person or by proxy All such special Assessments shall be due and payable to the Association at such tume and in such other manner as the Board may designate, in its sole and that year only for the purpose of defrayng, in whole or in part, the cost of any construction, reconstruction, repar, or replacement of a capital Improvement upon the Common Area. (g) Owner's personal Obligation for Payment of Assessments The regular and special Assessments provided for herein shall be the personal and individual debt of the Owner as of the date of levy of the Lot subject to each such Assessment, and no Owner shall be exempt from lability for such Assessments. In the event of default in the payment of any such Assessment, the Owner of the Lot subject thereto shall be obligated to pay nterest at the hughest rate allowed by applicable laws then in effect on the amount of the Assessment from the due date thereof (or if there is uo such highest rate, then at the rate of 2% per month), together with all costs and expenses of collection including reasonable attomeys' fees The Board shall have the right to charge late fees for delinquent payment of Assessments in such amount as the Board may from tume to time deem appropriate In addition, any Owner who is in default in the payment of any Assessment shall not be entitled to vote on any matter requiring a vote by the Owners under this Declaration, shal not be entitled to vote as a Member on matter requring a vote of the Members under this Declaration, and shall be subject to the loss of the right to use any Comrnon Area, if the Board so deternines, uritil all Assessments, interest and late charges owing by such Owner have been paid in full. (h) Exempt Property All Pnvate Streets, the Greenbelt, all Association Property and any other Common Area and all portions of the Property dedicated to, and accepted by, a local public authority and all poruons of the Property owned by a charitable or nonprofit organization exempt from taxaton by the laws of the State of Texas shall be exempt frorn the Assessments created herein Without limiting the generality of the foregoing, no assessments shall be made against any Lot owned by the City of Hays for the operation or maintenance of the water system or for any other public purpose. Notwithstanding the foregoing, no land or Lmprovements devoted to dwelling use shall be exempt from said Assessments () Assessment Lien and Foreclosure All regular and special Assessments provided for herein which are notpard when due. together with interest and collection costs and expenses as herein provided, shall be secured by a contunuing lien and charge in favor of the Assocation on the Lot subject to such Assessment and any Improvements thereon, which shall bind such Lot and 25

1512938 successors or assigns The obligatiou to pay Assessments hereunder is part of the purchase price ot each Lot when sold to an Owner. and an express vendor's lien ls hereby retained to secure the payment thereof and is hereby transferred and assigned to the Association Additionally, a lien with a power of sale is hereby granted and conveyed to the Association to secure the payment of such Assessments. Such lens shall be superior to all other liens and charges against such Lot. except only for tax llens and the lien of any first lien Deed of Trust of record and securing sums borrowed for the acquisitiou or improvement of such Lot The Board in its sole drscretion may subordinate its Assessment liens to any other lien, and any such subordination shall be signed by an officer of the Association. To evidence any Assessment liens hereunder, the Association may prepare a written Notice of Assessment Lien setting forth the amount of the umpaid Assessments, the name of the Owner of the Lot subject to such Assessments and a description of such Lot, which shall be signed by an officer of the Assocxation and may be recorded n the Office of the County Clerk of Hays County, Texas Any Assessment lien hereunder shall attach with the prority set forth herein from the date payment is due. Upon the wnitten request of any Mortgagee, the Association shall report to such holder of a first lien Deed of Trust against a Lot any Assessments then unpaid with respect to Each Owner, by acceptance of a deed to his Lot, hereby expressly recognizes the existence of such lien as being pnor to his ownership of such Lot and hereby vests in the Board the nght and power to bring all actions against such Owner or Owners personally for the collection of such unpaid Assessments and other sums due hereunder as adebt and to enforce the atoresaid len by all methods available for the enforcement of such liens, both judicially and by non-judicial foreclosure pursuant to Texas Property Code s 51 002 (as same may be arnended pr revised from time to tume hereafter) and in addition to and n connectuon therewith, by acceptance of the deed to hus Lot, expressly GRANTS, BARGAINS, SELLS AND CONVEYS to the President of the Associarior from time to time servng, as trustee (and to any substitute or successor trustee as hereinafter provided for) such Owner's Lot, and all nghts appurtenant therero, m trust, for the purpose of secunng the aforesaid Assessment, and other sums due hereunder remaining unpaid hereunder by such Owner from tume to time. The trustee herein designated may be changed any tume and from time to tume by execution of an instrument in writing signed by the President or Vice President of the Association and attested to by the Secretary of the Association and filed in the Office of the County Clerk of Hays County, Texas. In the event of the electuon by the Board to foreclose the liens herein provided for nonpayment of sums secured to be paid by such lien, then it shall be the duty of the trustee, or his successor, as hereinabove provided, at the request of the Board (which request shall be presumed) to enforce this trust and to sell such Lot, and all rnghts appurtenant thereto, at the door of the County Courthouse of Hays County, Texas, on the first Tuesday m any month between the hours of 1o-00 am. and 4 00 p m. to the hughest bidder for cash at public vendue affer the trustee and the Board, respectively, shall have grven notice of the proposed sale in the manner herenafter set forth and to rmake due conveyance to purchaser or purchasers, with general warranty of tutle to such purchaser or purchasers binding upon the Owner or Owners of such Lot and his heurs, executors, administrators and successors. The trustee shall give notice of such proposed sale by posting a written notice of time, place and terms of the sale for at least twenty-one (21) consecutive days preceding the date of sale at the Courthouse door of Hays County, Texas, and, in addition, the Board shall serve written notice at least twenty-one(2l) days preceding the date of sale or the proposed sale by certified mail on each 26

1512 939 of such Owner or Owners according to the records of the Association. Service of such notice shall be completed upon deposit of the notice, enclosed in a postpaid wrapper, properly addressed to such Owner or Owners at the most recent address as shown by the records of the Associatior, in a post office or official depository under the care and custody of the United States Postal ServiceThe affidavit of any person having knowledge of the facts to the effect that such service was completed shall be prima facie evidence of the fact of such service. At any foreclosure, judicial or non-judicial, the Association shall be entitled to bid up to the amount of the sum secured by its lien, together with costs and attomeys' fees, and to apply as a cash credit againist its bid all sums due to the Association covered by the lien foreclosed From and after any such foreclosure, the occupants of such Lot shall be required to pay a reasonable rent for the use of such Lot and such oceupancy shall constitute a tenancy-at-sufferance, and the purchaser at such foreclosure shall be entitled to the appountment of a receiver to collect such rents and, further, shall be entitled to sue for recovery of possession of such Lot by forcible detauner without further notice It is the untent ofthe provisions ofthis Article to comply with the provistons ofTexas Property Code $ 51 002, relating to non-judicial sales by power of sale and, in the event of the amendment of said g 51 002 hereafter, which amendment is applicable hereto, the President of the Association, acting without joinder of any other Owner or holder of any Deed ofTrust lien against any Lot or other person may, by amendment to this Declaration filed in the Office of the County Clerk of Hays County, Texas, amend the provisions hereof so as to comply with said arendments to s 51 002 ARTICLE13 TERM Thus Deciaration are covenants running with the land and shall be binding on all parties and all persons clauming under them for a period of twenty (20) years from the date these covenants are recorded,after which time thesecovenants shall beautomatically extended for successiveperiods of ten (10) years, unless amended in accordance with Article 14 below or terninated (t) by the Owners entitled to cast at least three-fourths (3/4ths) of the votes for each class of Members who are voting in person or by proxy at a meetng duly called to vote on such matters (if the Association has been incorporated),or(u) by a written nstrumeat executed by at least three-fourths (3/4ths)ofthe Owners ARTICLE14 AMENDMENT Thus Declaration may be armended as follows (a) Prior to the Transfer Date, this Declaration may be amended by an affirmative vote of() erghty percent (80%) of the Members present in person or by proxy at a meeting duly called to vote on such matter ar which a quorum of the Members is so present (whuch quorum shall be sixty percent (60%) of the Members), if the Assoctation has been duly incorporated by Declarant, or (n) by jount action of Declarant and the Owners of eighty percent (80%) of the 27

1512940 Lots,if the Associaron has not been uncorporated (q) After the Transfer Date, and in additon to any amendment pursuant to subparagraph (a), this Deciaraton may be emended by the recording n the Hays County Othicial Property Records of an nstrument executed and acknowledged () by the President and Secretary of the Association, setting forth the amendment and certifying that such anendment has been approved by at least three-fourths (3/4ths) of a quorum of the Members present in quorurn shall be sixty percent (60%) of the Members), if the Association has been incorporated, or (u) by at least three-fourths (3/4ths) ofthe Owners, ifthe Associatioa has not been incorporated (α) In addition to the foregoing, pnor to the Transfer Date, Declarant may amend thus Declaration, without the consent or approval of the Members or the Owners, at any me to correct any ambiguty, typographical or grammatical errors, or to the extent necessary to comply with Veterans Admnistration and/or Federal Housing Administration requirements for approval of the Property for participation in financing or loan progratns. (d) Any amendmient to this Declaration as provided herein shall be effectve upon recordation n the Hays Counry Officlal Property Records of an mstrument provisions of thus Article l4 authorizing such amendment. ARTICLE15 NOTICES Any notce permitted or requured to be given by thus Declaraton shall be in writing and may be delvered either personally or by marl. If delivery s made by maul, it shall be deemed to have been delvered on the thrd (3rd) day (other than a Sunday or legal holiday) after bemg deposited m the Unted States mal, certified, retun receipt requested, postage prepad, addressed to the person at the address of the Lot. Such address may be changed frorn time to tme by notice in wrtng given by such person to the Committee. ARTICLE16 MISCELLANEOUS (a) Interpretation, The provisions of this Declaration shall be Iberally construed to effectuate the purposes of creating a unuform plan for the development and operaton of the Property and of promotung and effectuatng the terms and provisions set forth in thus Declaration Thus Declaration shall be construed and govemed under the laws of the State of Texas and enforceable un Hays County, Texas. 28

1512 941 (b) Exempnon otDeciarant Norwithstanding anyprovision herein to thecontrary,neither Declarant nor any of Declarant's activities shall n any way be subject to the control of or under the jurisdiction of the Association, the Board, or the Committee. Wrthout in any way limiting the generality of the preceding sentence. this Declararion shall not prevent or limmit the right of Declaranr to excavate and grade, to construct and alter drainage patterns and facilities. to construct any and all types of Improvements, including but not hrmted to construction, sales, and leasing offices and similar facilities, and to post signs uncidental to construction, sales and leasing anywhere within the Property It is expressly provided, however, that any resubdivision, replat or armendment or other modification of any plat of the Property shall be subject to, and require compliance with the modify any drainage easements, water quality buffers, or conservation easements without the approval ofthe City ofHays and Hays County, Texas, as applicable. No drainage channels, detention ponds or other drainage or water quality improvements shall be modified in a manner that will increase the rate of flow or volume of water on any other person's property without such person's consent unless pursuant to rnghts granted under an easement for such purposes. Assignment by Declarant. Norwithstanding any provision herein to the contrary, (c) Declarant may assign, in whole or in part, any of its privileges, exemptions, rights and dutles under this Declaration to any other person or entity and may permit the partuicipation, n whole or in part, by any other person or entity in any of its prvileges, exemptuons, nights and duthies hereunder Any such assignment by Declarant shall be effectve upon recordaton in the Hays County Official Property Records of an instrument executed and acknowledged by Declarant evidencing such assignment Severabulity The provisions of this Declaration shall be deemed independent and severable, and the invalidity or partual tavalidicy of any provision or portion thereof shall not affect the validity or enforceability of any other provision or portiou thereof (e) Gender Uniess the context requres acontrary construction, the singular shall include the plural, the plural shall include the singular, and the masculine, feminine or neuter shall each includethemasculne,feminineand aeuter (f) Captions All recitals, captions and titles used in this Declaration are intended solely for convenience of reference and shall not enlarge, limit or otherwise affect the text ofthe paragraphs, sectionsandarticleshereof 29

1512 942 ARTICLEI7 ENFORCEMENT Except as otherwise provided heren, any Owner, at such Owner's expense, shall have the right, arid the Declarant and the Assocrarion shall have the righr (but not the duty), to enforce any and all provisions of this Declaraton and thus Declaration. Such nght of enforcement shall anclude both damages for, and injunctive relef against, the breach of any such provision The falure to enforce any such provision at any time shall aot consutute a waiver of the right thereafter to enforce any such provision or any other such provision. Enforcement shall be by proceeding ih law or in equity against any person or persons violating or attempting to violate any covenant, either to restrain violaton, enforce specific performance, to recover damages, or any one or more of such remedtes. Reasonable attorney's fees shall be allowed to any party prevauling in any action in any court of competent junisdiction to enforceany of theprovisions contained in this mstrument EXECUTED this the 26th day of February, 1999 JIM C ELLIOTT,Co-IndependentExecutor of the ESTATE OFROYCELLIOTT,DECEASED DALTON G. ELLIOTT, Co-Independent Executor of the ESTATEOFROYC ELLIOTT.DECEASED STATE OF TEXAS COUNTY OF TRAVIS Thus instrument was acknowledged before me on ths thehitiday of February, 1999, by JIMC.ELLIOTT,as Co-Independent ExecutoroftheESTATEOFROY C.ELLIOTT,DECEASED JANICEM.WOODMAN NOTARY PUBLIC, State ofTexas Notary Publlc Pint Name:aslice Weadnaw STATE'OFTEXAS My Cammission Expres-09/02/2000 30

1512 943 STATEOFTEXAS COUNTYOFTRAVIS DECEASED JANICEM.WOODMAN Notary Publlc STATE OFTEXAS NOTARYPUBLIC,StateofTexas My Commisslon Prnt NameasliceM Hcudugrd Expires09/02/2000 AFTERRECORDING,RETURNTO: R-Alan Haywood Graves, Daugherty, Hearon & Moody, P C P.O. Box 98 Austin, Texas 78767 BanPihhee N.c.Egnenrg bo! Sevfh Lemy, So) hshn.Tre7uk 31