e-binder - Boot Ranch Property Owners Association Inc. 1/26/2020

Jennifer Cook Purcell, Esq. DLA PIPER LLP (US) 401 Congress Ave., Ste 2500 Austin, Texas 78701 jennifer.purcell@dlapiper.com

UPDATED AS OF JANUARY 29, 2020 MASTER BOOT RANCH GOVERNANCE 1.

Second Amended and Restated Declaration of Governance for Boot Ranch, recorded as Document No. 20160757, Official Public Records, Gillespie County, Texas. a.

2.

Boot Ranch Development Area Declaration [Single-Family Residential], recorded as Document No. 20160759, Official Public Records, Gillespie County, Texas. a.

3.

Boot Ranch First Amendment to the Second Amended and Restated Declaration of Governance for Boot Ranch, recorded as Document No. 20165684, Official Public Records, Gillespie County, Texas.

Boot Ranch First Amendment to the Development Area Declaration [Single-Family Residential], recorded as Document No. 20195286, Official Public Records, Gillespie County, Texas.

Boot Ranch Architectural Design Guidelines, recorded as Document No. 20154928, Official Public Records, Gillespie County, Texas. a.

Boot Ranch Supplemental Architectural Design Guidelines [Cabin Lots], recorded as Document No. 20161985, Official Public Records, Gillespie County, Texas.

b.

Boot Ranch Notice of Sponsor Appointment of the Members of the Boot Ranch Architectural Review Board, recorded as Document No. 20161402, Official Public Records, Gillespie County, Texas.

c.

Boot Ranch Notice of Sponsor Delegation of Authority to Amend and Supplement the Architectural Design Guidelines, recorded as Document No. 20161929, Official Public Records, Gillespie County, Texas.

d.

Boot Ranch Notice of Sponsor Appointment of the Members of the Boot Ranch Architectural Review Board, recorded as Document No. 20186049, Official Public Records, Gillespie County, Texas.

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e.

[CURRENT] Notice of Sponsor Appointment of Members of the Boot Ranch Architectural Review Board, recorded as Document No. 20194227, Official Public Records, Gillespie County, Texas.

f.

Boot Ranch First Amendment to Architectural Design Guidelines, recorded as Document No. 20196638, Official Public Records, Gillespie County, Texas.

g.

Boot Ranch Adoption of Builder Assessment, recorded as Document No. 20196639, Official Public Records, Gillespie County, Texas.

4.

Boot Ranch Adoption of Working Capital Assessment, recorded as Document No. 20160760, Official Public Records, Gillespie County, Texas.

5.

Assignment of Development Rights and Proceeds, recorded as Document No. 20160054, Official Public Records, Gillespie County, Texas.

6.

Assignment of Development Rights, recorded as Document No. 20153662, Official Public Records, Gillespie County, Texas.

7.

Assignment of Other Property, executed on August 20, 2015.

8.

Boot Ranch Amendment and Termination of Community Benefit Fee Declaration, recorded as Document No. 20165629, Official Public Records, Gillespie County, Texas. (Terminates the Boot Ranch Community Benefit Fee Declaration, recorded as Document No. 20160758, Official Public Records, Gillespie County, Texas).

9.

Boot Ranch Notice of Addition of Land to Property – 153.143 Acres, recorded as Document No. 20176110, Official Public Records, Gillespie County, Texas.

10.

Boot Ranch Notice of Annexation – 153.143 Acres, recorded as Document No. 20176167, Official Public Records, Gillespie County, Texas.

11.

Declaration of Easements (Boot Ranch Lots 110 & 80R), recorded as Document No. 20195287, Official Public Records, Gillespie County, Texas.

MASTER BOOT RANCH CORPORATE 1.

Boot Ranch Policy Manual, recorded as Document No. 20165722, Official Public Records, Gillespie County, Texas.

2.

Management Certificate for Boot Ranch Property Owner’s Association, Inc., recorded as Document No. 20173831, Official Public Records, Gillespie County, Texas.

3.

Notice of Sponsor Appointment of the Members of the Board of Directors of the Boot Ranch Property Owner’s Association, Inc., recorded as Document No. 20161403, Official Public Records, Gillespie County, Texas.

4.

Unanimous Consent of the Board of Directors in Lieu of Meeting Appointing Officers, [October 20, 2015].

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5.

Notice of Sponsor Appointment of the Members of the Board of Directors of the Boot Ranch Property Owner’s Association, Inc., recorded as Document No. 20186048, Official Public Records, Gillespie County, Texas.

6.

[CURRENT] Notice of Sponsor Appointment of Directors and Officers of the Boot Ranch Property Owner’s Association, Inc., recorded as Document No. 20194228, Official Public Records, Gillespie County, Texas.

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94 a' ,S

2016051

AMEND AFTER RECORDING RETURN TO:

EiGreenbergTraurig

Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

BOOTRANCH SECOND AMENDED AND RESTATED DECLARATION OF GOVERNANCE FOR BOOT RANCH A Master Planned Communz Gillespie County, Texas THIS SECOND AMENDED AND RESTATED DECLARATION OF GOVERNANCE FOR BOOT RANCH (THE "MASTER DECLARATION") AMENDS AND RESTATES IN THE ENTIRETY THAT CERTAIN FIRST AMENDED AND RESTATED DECLARATION OF GOVERNANCE FOR BOOT RANCH, DATED JULY 28, 2011 AND RECORDED UNDER DOCUMENT 20113029 OF THE OFFICIAL PUBLIC RECORDS OF GILLESPIE COUNTY, TEXAS.

NOTE: WITH THE EXCEPTION OF THOSE CERTAIN PORTIONS OF THE PROPERTY DESCRIBED ON EXHIBIT "B" TO THIS MASTER DECLARATION WHICH HAVE ALREADY BEEN MADE SUBJECT TO THE MASTER DECLARATION (THE "DEVELOPMENT" AS FURTHER DEFINED HEREIN), NO OTHER PORTION OF THE PROPERTY IS SUBJECT TO THE TERMS OF THIS MASTER DECLARATION UNLESS A NOTICE OF ANNEXATION DESCRIBING SUCH PORTION OF THE PROPERTY IS RECORDED IN THE OFFICIAL PUBLIC RECORDS OF GILLESPIE COUNTY, TEXAS, IN ACCORDANCE WITH SECTION 10.05 BELOW.

Sponsor: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

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BOOTRANCH SECOND AMENDED AND RESTATED DECLARATION OF GOVERNANCE FOR BOOT RANCH TABLE OF CONTENTS ARTICLE 1 DEFINITIONS

3

ARTICLE 2 GENERAL RESTRICTIONS 2.01 General 2.02 Incorporation of Development Area Declarations Conceptual Plans 2.03 2.04 Provision of Benefits and Services to Service Areas Designation of Special Common Areas 2.05

13 13 14 15 15 16

ARTICLE 3 BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC Organization 3.01 Neighborhoods 3.02 Membership 3.03 3.04 Governance 3.05 Voting Allocation Representative System of Voting 3.06 3.07 Voting Groups 3.08 Powers Common Area and Special Common Area 3.09 Indemnification 3.10 3.11 Director's and Officer's Insurance 3.12 Bulk Rate Contracts Community Services and Systems 3.13 3.14 Protection of Sponsor's Interests Administration of Common Area 3.15 Management Agreement 3.16 Standard of Performance 3.17

17 17 17 17 19 20 21 23 24 27 28 28 28 29 30 30 30 31

ARTICLE 4 CLUB FACILITIES AND PROPERTY 4.01 Mandatory Resident Club Membership 4.02 Club Owner Exit Options 4.03 Mandatory Club Membership Dues 4.04 Club Improvement Disclosures 4.05 General Waiver and Release 4.06 Club Not Governed by the Association 4.07 Intent to Develop Recreational Amenities 4.08 Owner Acknowledgment The Club's Approval Rights 4.09 4.10 Cost Sharing Agreements 4.11 Jurisdiction and Cooperation 4.12 Possible Acquisition of Club Facilities by Association Club Easement 4.13

31 31 32 32 32 34 34 34 35 36 36 36 36 37

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Page

4.14

Easement for Unintended Club Encroachments

39

ARTICLE 5 INSURANCE Insurance 5.01 Association Insurance 5.02 Restoration Requirements 5.03 Restoration - Mechanic's and Materialmen's Lien 5.04

40 40 42 42 43

ARTICLE 6 COVENANT FOR ASSESSMENTS Assessments 6.01 Maintenance Fund 6.02 6.03 General Assessments Special Assessments 6.04 Special Common Area Assessments 6.05 6.06 Service Area Assessments 6.07 Specific Assessments Working Capital Assessment 6.08 Amount of Assessment 6.09 Late Charges 6.10 Owner's Personal Obligation for Payment of Assessments 6.11 Assessment Lien and Foreclosure 6.12 Exempt Property 6.13 Fines and Damages Assessment 6.14 6.15 Community Benefit Fee

43 43 44 44 45 45 46 46 46 47 48 48 49 50 51 51

ARTICLE 7 ARCHITECTURAL STANDARDS 7.01 Prohibition of Construction, Alteration and Improvement Architectural Control 7.02 Architectural Design Guidelines 7.03 Procedures 7.04 7.05 General Guidelines Specific Guidelines 7.06 Qualified Contractor 7.07 Homebuilder's Responsibility 7.08 Variances 7.09 Enforcement 7.10

52 52 52 53 54 55 56 57 58 58 58

ARTICLE 8 MORTGAGE PROVISIONS Notice of Action 8.01 Examination of Books 8.02 Taxes, Assessments and Charges 8.03

59 59 59 59

ARTICLE 9 EASEMENTS Reserved Easements 9.01 Easements of Encroachment 9.02 9.03 Easements for Utilities, Etc Easements to Serve Additional Property 9.04 Easements for Entry.

9.05 Easements for Maintenance and Enforcement 9.06 9.07 Easements for Landscaping Easements for Walks, Trails, Signs and Perimeter Walls 9.08 Lateral Support 9.09 Liability for Use of Easements 9.10 9.11 Easement for Special Events

59 59 60 60 61 62 62 62 63 63 63 63

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BOOT RANCI I MASTER DECLARATION

Page

9.12 9.13 9.14 9.15 9.16 9.17 9.18 9.19 9.20

Easement for Environmental Hazards Easements for Private Amenities Non-Merger Grants Bulk Rate Services; Community Services and Systems Easement Subdivision Entry and Fencing Easement Shared Amenities Reciprocal Easements Drainage, Detention and Water Quality Facilities Easement Drainage

64 64 67 67 67 67 67 68 68

ARTICLE 10 DEVELOPMENT RIGHTS 10.01 Development 10.02 Special Sponsor Rights Addition of Land 10.03 Withdrawal of Land 10.04 Notice of Annexation 10.05 Designation of Neighborhood 10.06 10.07 Assignment of Sponsor's Rights 10.08 Notice of Plat Recordation

68 68 69 69 70 70 71 71 71

ARTICLE 11 GENERAL PROVISIONS Term 11.01 11.02 Eminent Domain Amendment 11.03 Enforcement 11.04 No Warranty of Enforceability 11.05 Higher Authority 11.06 Severability 11.07 11.08 Conflicts 11.09 Gender Acceptance by Grantees 11.10 Damage and Destruction 11.11 11.12 No Partition View Impairment 11.13 11.14 Safety and Security Stormwater Runoff 11.15 Notices 11.16 Alternative Dispute Resolution 11.17 11.18 Use of Names

72 72 72 72 73 73 73 73 73 74 74 74 75 75 75 77 77 77 77

ARTICLE 12 UTILITY SERVICE Utility Company Charges 12.01 Regulations Regarding Nonpayment 12.02 Maintenance of System on Owner's Property 12.03 Reclaimed Water 12.04 City Right of Enforcement 12.05

77 77 78 78 78 78

ARTICLE 13 PROJECT CONSERVATION AREAS Overview 13.01 13.02 Means 13.03 Possible Conveyances to the Association

79 79 79 79

BOOT RANCH

MASTER DECLARATION A US536483806v9 - 162171.010100

BOOTRANCH SECOND AMENDED AND RESTATED DECLARATION OF GOVERNANCE FOR BOOT RANCH This Second Amended And Restated Declaration of Governance for Boot Ranch (the "Master Declaration") is made by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"), and is as follows: RECITALS: A. TX 77 Boot Ranch Circle LLC, a Delaware limited liability company (the "Original Sponsor") previously held all rights as "Sponsor" under that certain First Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20113029 of the Official Public Records of Gillespie County, Texas (the "Original Declaration").

B. The Original Sponsor owned certain real property located in Gillespie County, Texas as more particularly described on Exhibit "A" attached hereto and incorporated herewith (the "Property"). Pursuant to the Original Declaration, the Original Sponsor set forth its intent to impose mutually beneficial restrictions under a uniform plan for the development, improvement, sale, administration, maintenance and preservation of the Property as part of the overall Development (as defined below), to be accomplished by the Original Sponsor for the benefit of the Owners, as well any successors and assigns of the Original Sponsor.

C. As part of the purchase and sale of portions of the Property by Sponsor from the Original Sponsor, the Original Sponsor executed that certain Assignment of Development Rights, recorded under Document No. 20153662 of the Official Public Records of Gillespie County, Texas, and that certain Assignment of Development Rights and Proceeds, recorded under Document No. 20160054 of the Official Public Records of Gillespie County, Texas (collectively, the "Assignments"). As the successor in interest to and the assignee of the Original Sponsor, the Assignments further modified and amended the Original Declaration to fully substitute Sponsor in the place of the Original Sponsor thereunder and Sponsor now holds all prior rights of Original Sponsor under the Original Declaration.

D. Certain portions of the Property to be made subject to this Master Declaration and portions of the Property which have already been made subject to the Original Declaration are and shall continue to be encumbered by the terms and conditions of this Master Declaration upon Recordation, which portions are more particularly described on Exhibit "B", attached hereto and incorporated herewith (the "Development").

E. Pursuant to Section 14.2 of the Original Declaration, the Original Declaration may be unilaterally amended by the Sponsor for any purpose until the termination of the Class "B" membership. The Class "B" membership has not terminated. Therefore, Sponsor desires to and hereby so does amend and restate the Original Declaration in its entirety, as set forth in this Master Declaration.

BOOT RANCH MASTER DECLARATION

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Subsequent to the Recordation of this Master Declaration, additional portions of the Property may be made subject to this Master Declaration upon the Recordation of one or more Notices of Annexation pursuant to Section 10.05 below. This Master Declaration serves notice that upon the further Recording of one or more such Notices of Annexation, the portions of the Property described therein will also become a part of the Development and will be governed by and fully subject to this Master Declaration any applicable Development Area Declaration (as defined below).

F.

PROPERTY VERSUS DEVELOPMENT VERSUS DEVELOPMENT AREA "Property"

Described on Exhibit "A". This is the land that may be made subject to this Master Declaration, from time to time, by the Recording of one or more Notices of Annexation. Sponsor has no obligation to annex all or any portion of the remaining Property into this Master Declaration.

"Development"

This is the land described on Exhibit "B" which is currently subject to this Master Declaration, and such portions of the Property that will be made subject to this Master Declaration upon the Recordation of any Notice of Annexation.

"Development Area"

This is a portion of the Development. Each Development Area may be made subject to a Development Area Declaration.

NOW THEREFORE, it is hereby declared that: (i) any portion of the Property not previously encumbered by the Original Declaration shall only as and when made subject to this Master Declaration by the Recording of a Notice of Annexation be held sold, conveyed, and occupied subject to the following covenants, conditions and restrictions which will run with such portions of the Property and will be binding upon all parties having right, tide, or interest in or to such portions of the Property or any part thereof, their heirs, successors, and assigns and will inure to the benefit of each Owner thereof; (ii) all dedications, limitations, restrictions and reservations shown on a Plat (as defined below) and all grants and dedications of easements, rights-of-way, restrictions and related rights made prior to any portion of the Property becoming subject to this Master Declaration are hereby incorporated into this Master Declaration for all purposes as if fully set forth herein and shall be construed as adopted in each and every contract, deed or conveyance; (iii) that each contract or deed conveying those portions of the Property which are made subject to this Master Declaration will conclusively be held to have been executed, delivered, and accepted subject to the following covenants, conditions and restrictions, regardless of whether or not the same are set out in full or by reference in said contract or deed; and (iv) upon Recording of this Master Declaration, the Original Declaration shall be amended, restated and replaced in its entirety by the terms and provisions of this Master Declaration and all portions of the Property already made subject to the Original Declaration are and shall continue to be encumbered by the terms and conditions of this Master Declaration.

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This Master Declaration uses notes (text set apart in boxes) to illustrate concepts and assist the reader. If there is a conflict between any note and the text of this Master Declaration, the text of this Master Declaration will control.

ARTICLE 1 DEFINITIONS Unless the context otherwise specifies or requires, the following words and phrases when used in this Master Declaration will have the meanings hereinafter specified: "Affiliate" shall mean any Person controlling, controlled by or under common control with any other Person. For the purposes of this definition, the term "control" when used with respect to any Person means the power to direct the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by law, regulation, contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Applicable Law" means all statutes, public laws, ordinances, policies, rules, regulations and orders of all federal, state, county and municipal governments or their agencies having jurisdiction and control over the Development and any other applicable building codes, zoning restrictions, permits and ordinances adopted by the City (defined below), which are in effect at the time a provision of the Documents is applied, and pertaining to the subject matter of the Document provision. Statutes, ordinances and regulations specifically referenced in the Documents are "Applicable Law" on the effective date of the Document, and are not intended to apply to the Development if they cease to be applicable by operation of law, or if they are replaced or superseded by one or more other statutes or ordinances.

"Area of Common Responsibility" means the Common Area, together with such other areas, including, without limitation, rights-of-way, if any, for which the Association has or assumes responsibility pursuant to the terms of the Documents, or other applicable covenant, contract, or agreement, which may include the portions of any Lots, Condominium Units, or Sunday Houses subject to the Development Easements.

"Architectural Design Guidelines" or "ADGs" means those certain Boot Ranch Architectural Design Guidelines, recorded under Document No. 20154928 of the Official Public Records of Gillespie County, Texas, as the same may be amended from time to time which establish the standards for design and construction of Improvements, landscaping and exterior items within the Development as further set forth in Section 7.03 below. The ARB may amend the .ADGs from time to time, including but not limited to any supplemental guidelines which may be adopted for certain portions of the Development or any Development Area. The ADGs may be Recorded as a separate written instrument or may be incorporated into a Development Area Declaration or Notice of Annexation by exhibit or otherwise.

"Architectural Review Board" or "ARB" means those individuals initially appointed by Sponsor to approve Improvements within the Development until such time as certificates of occupancy have been issued by the appropriate jurisdiction (a "CO") for one hundred percent (100%) of all contemplated Improvements within the Development for which a CO is required, unless such right is earlier terminated by the Sponsor as further set forth in Section 7.02 below.

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BOOT RANCH MASTER DECLARATION

"Articles" means the Articles of Incorporation of the Association, filed in the Office of the Secretary of State of Texas, as the same may be amended from time to time.

"Assessment" or "Assessments" means assessments imposed by the Association under this Master Declaration.

"Assessment Unit" has the meaning set forth in Section 6.09.

"Association" means BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC., a Texas nonprofit corporation, which was created by the Sponsor to exercise the authority and assume the powers specified in Article 3 and elsewhere in this Master Declaration. The failure of the Association to maintain its corporate charter from time to time does not affect the existence or legitimacy of the Association, which derives its authority from this Master Declaration, the Articles, the Bylaws, and Applicable Law. "Board" means the Board of Directors of the Association.

"Bulk Rate Contract" or "Bulk Rate Contracts" means one or more contracts which are entered into by the Association for the provision of services of any kind or nature to the Lots and/or Condominium Units or Sunday Houses. The services provided under Bulk Rate Contracts may include, without limitation, security services, trash pick-up services, propane service, natural gas service, landscape services and any other services of any kind or nature which are considered by the Board to be beneficial to the Development and/or the Association. Each Bulk Rate Contract must be approved in advance and in writing by the Sponsor until expiration or termination of the Development Period.

"Bylaws" mean the Bylaws of the Association as adopted and as amended from time to time.

"City" means the City of Fredericksburg, Texas.

"Club" means Boot Ranch Club, consisting of the Club Facilities and the Club Facilities Property, and any and all real, personal, intangible and/or intellectual property relating to the ownership and operation of the Club.

"Club Facilities" means the golf course and other facilities and amenities (including, but not limited to, the clubhouse village, lodges, gun and skeet shooting facilities and fishing areas) owned, operated and/or maintained by the Club Owner. In no event shall the Club Facilities be deemed a portion of the Development, and no Owner or Member shall have any rights or privileges in the Club Facilities, or any playing privileges, membership or usage rights in any golf facility (public or private), or country club facility, if any, operated as Club Facilities due to their ownership of a Lot or Sunday House Interest or as Members of the Association. THE CLUB FACILITIES ARE SUBJECT TO CHANGE AT ANY TIME IN CLUB OWNER'S SOLE AND ABSOLUTE DISCRETION. "Club Facilities Property" shall mean the real property owned by the Club Owner on which the Club Facilities are located.

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BOOT RANCH MASTER DECLARATION

"Club Member" means any Person which has a membership in the Club, on such terms and conditions as set forth in the Club Membership Plan.

"Club Membership Documents" shall mean collectively the Certificate of Formation for the Club Owner, the Bylaws for the Club Owner, the Club Membership Plan, the Club Rules and Regulations, the Membership Agreement, any Club disclosure statement, all fee schedules established by Club Owner, and any other instrument adopted by the Club Owner related to the rights held by the Club Members, as each such instrument may be amended from time to time.

"Club Owner" shall mean shall the owner of the Club, the Club Facilities and/or the Club Facilities Property and any of its designees, successors and assigns who receive a written assignment of all or some of the rights of Club Owner hereunder. Such assignment need not be Recorded in order to be effective. In the event of a partial assignment, the assignee shall not be deemed Club Owner but may exercise such rights of Club Owner specifically assigned to it. Any such assignment may be made on a non-exclusive basis. As of the date this Master Declaration is Recorded, BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company, is the Club Owner. The identity of the Club Owner may change from time to time (e.g., the current Club Owner may sell the Club Facilities to a third party). Notwithstanding that Club Owner and the Sponsor may be the same party, Affiliates or related parties from time to time, each Owner acknowledges that Club Owner and Sponsor shall not be considered one and the same party, and neither of them shall be considered the agent or partner of the other. At all times, Club Owner and Sponsor shall be considered separate and viewed in their separate capacities. No act or failure to act by Sponsor shall at any time be considered an act of Club Owner and shall not serve as the basis for any excuse, justification, waiver or indulgence to the Owners with regard to their prompt, full, complete and continuous performance of their obligations and covenants hereunder "Club Rules and Regulations" means the rules for the Club Facilities as adopted by the Club Owner from time to time.

"Common Area" means any property or facilities that the Association owns or in which it otherwise holds rights or obligations, including, but not limited to, any property or facilities held by the Sponsor for the benefit of the Association or its Members. The Sponsor reserves the right, from time to time and at any time, to designate by written and Recorded instrument portions of the Property being held by the Sponsor for the benefit of the Association. Upon the Recording of such designation, the portion of the Property identified in the Recorded written instrument will be considered Common Area for the purpose of this Master Declaration. Common Area also includes any property that the Association holds under a lease, license, or any easement in favor of the Association. Some Common Area will be solely for the common use and enjoyment of the Owners, while other portions of the Common Area may be for the use and enjoyment of the Owners and members of the public. The term Common Area may include any or all of the Club Facilities, if such are transferred or conveyed to the Association pursuant to the Club Membership Plan, but otherwise shall not include any of the Club Facilities.

"Common Expenses" means the actual and estimated expenses incurred, or anticipated to be incurred, by the Association for the general benefit of all Owners, including any reasonable reserve, as the Board may find necessary and appropriate pursuant to this Declaration, the Bylaws, and the Articles of Incorporation. Common Expenses shall not include any expenses incurred during the Development Period for initial development, original construction, installation of BOOT RANCI I 5 MASTER DECLARATION

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infrastructure, original capital improvements, or other original construction costs unless approved by Members representing a Majority of the votes of the Association held by Owners that are not Declarant.

"Common Property" shall have the meaning set forth in the Sunday House Declaration.

"Community Benefit Fee Declaration" means that separate Recorded instrument containing covenants, restrictions, conditions and/or limitations, applicable to the Development which authorizes the Association to levy, collect and administer that certain "Community Benefit Fee" as further defined therein and for such other purposes as set forth therein.

"Condominium Unit" means an individual unit, including any common element assigned thereto, within a condominium regime, if any, established within the Development.

"Community-Wide Standard" means the standard of conduct, maintenance, or other activity generally prevailing throughout the Development. Such standard may be more specifically determined by the Board and the ARB and may be documented in whole or in part in the Architectural Design Guidelines or elsewhere.

The Sponsor enjoys special privileges to facilitate the development, construction, and marketing of the Property and the Development, or to direct the size, shape and composition of the Property and the Development. These special rights are described in this Master Declaration. Many of these rights do not terminate until either the Sponsor: (a) has sold all Lots or Condominium Units which may be created out of the Property; or (b) voluntarily terminates these rights by a Recorded written instrument.

The Sponsor may also assign, in whole or in part, all or any of the Sponsor's rights established under the terms and provisions of this Master Declaration to one or more third-parties.

"Development" refers to all of the property described on Exhibit "B", attached hereto and incorporated herewith, and all or any portion of the Property described on Exhibit "A", attached hereto and incorporated herewith, made subject to this Master Declaration by the Recording of a Notice of Annexation.

"Development Area" means any part of the Development (less than the whole), which Development Area may be subject to a Development Area Declaration in addition to being subject to this Master Declaration.

"Development Area Declaration" means, with respect to any Development Area, the separate Recorded instrument, which instrument may be amended from time to time, setting forth additional covenants, conditions, restrictions, limitations and/or easements, applicable only to the portion of the Development identified therein or as otherwise set forth in one or more Notices of Annexation Recorded pursuant to Section 10.05 below.

"Development Easements" means those certain easements and other matters of record as set forth in any plat or plats of the Development Recorded by the Sponsor, which plat or plats depict one or more of the Lots, Condominium Units, or Sunday Houses, or included in the Documents.

BOOT RANCH 6 MASTER DECLARATION

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"Development Period" means the period of time during which the Sponsor owns any property which is subject to this Declaration, unless earlier terminated by a Recorded written instrument executed by the Sponsor. The Sponsor may terminate the Development Period by a Recorded written instrument executed by the Sponsor.

"Development Water Features" shall mean any lake, pond, river or stream within the Development.

"District" means (a) a public improvement district created pursuant to Chapter 372, Subchapter B of the Texas Local Government Code; (b) a municipal utility district created pursuant to Article XVI, Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code; or (c) any other similarly constituted governmental or quasi-governmental entity created for the purpose of providing benefits or services to the Development.

"Documents" means, singularly or collectively, as the case may be, this Master Declaration, the Articles, Bylaws, the Policy Manual, Community Benefit Fee Declaration, the Architectural Design Guidelines, any applicable Development Area Declaration, any applicable Notice of Annexation, the Sunday House Declaration, and any Rules promulgated by the Association pursuant to this Master Declaration or any Development Area Declaration, as each may be adopted or amended from time to time. An appendix, exhibit, schedule, or certification accompanying a Document is part of a Document. See Table 1 for a summary of the Documents.

"Equity Club Entity" means the to-be-formed corporation that may acquire ownership of generally (i) the Club Facilities, (ii) the real property upon which the Club Facilities are constructed, the personal property used in the operation of the Club during the equity conversion and process, as more particularly described in the Club Membership Plan.

"Flood Plain" means the Federal Emergency Management Agency (FEMA) designated flood plain located on the Property.

"General Assessments" means those Assessments levied against the Lots and/or Condominium Units and/or Sunday House Interests as described in Section 6.03 for the purpose of funding the Common Expenses of the Association as reflected on the annual budget.

"Golf Facilities" means a portion of the Club Facilities from time to time used or utilized by the Club for golf course operations, and includes, but is not limited to, any fairway, landscaped features, rough, waste area, trap, hazard, lake, water feature, irrigation facility, drainage facility, cart barn, driving range, parking lot, maintenance facility, tee boxes, greens, cart paths, putting course, utility connections and related utility easements, food and beverage facilities, restrooms, and any other Improvements or facilities related to the golf course operations.

"Graywater" shall mean non-potable water or 'gray water', including but not limited to wastewater effluent, storm water and other ground or surface waters.

"Homebuilder" refers to any Owner (other than the Sponsor) who is in the business of constructing single-family residences and acquires all or a portion of the Property to construct single-family residences for resale to third parties. All Homebuilders must be Qualified Contractors pursuant to Article 7. Any Person occupying or leasing a Lot for residential purposes shall cease to 7 AUS536483806v9 - 162171.010100

BOOT RANCH MASTER DECLARATION

be considered a Homebuilder with respect to such Lot immediately upon occupation of the Lot for residential purposes, notwithstanding that such Person originally purchased the Lot for the purpose of constructing improvements for later sale to consumers.

"Improvement" means any and all physical enhancements and alterations to the Development, including, but not limited to, grading, clearing, removal of trees, site work, utilities, landscaping, irrigation, trails, hardscape, exterior lighting, alteration of drainage flow, drainage facilities, detention/retention ponds, water features, fences, walls, signage, and every structure and all appurtenances of every type and kind, whether temporary or permanent in nature, including, but not limited to, homes, buildings, outbuildings, storage sheds, patios, tennis courts, sport courts, recreational facilities, swimming pools, fountains, statues, flags, swing-sets, playscapes, putting greens, garages, driveways, parking areas and/or facilities, storage buildings, sidewalks, fences, gates, screening walls, retaining walls, stairs, patios, decks, walkways, landscaping, mailboxes, awnings and exterior air conditioning equipment or fixtures.

"Lot" means any portion of the Development, whether improved or unimproved, which is shown as a subdivided lot on a Plat or designated by the Sponsor in a Recorded written instrument, other than Common Area, Special Common Area, or property dedicated to the public, and collectively refers to both Residential Lots and such Other Lots as further defined herein. The term Lot does not include references to groupings of platted Lots as such term may be used in: (i) the Master Plan; (ii) overall Plats of the Development; or (iii) other plans depicting all or any portion of the Property.

"Majority" means more than half.

"Manager" has the meaning set forth in Section 3.08(b).

"Master Declaration" means this Master Declaration, as amended from time to time, containing covenants, conditions, restrictions, limitations and/or easements applicable to those portions of the Development which had heretofore been subjected to the Original Declaration and made subject to the Master Declaration on its Recording, and all or any portion of the Property made subject hereto by one or more Notices of Annexation Recorded pursuant to Section 10.05 below.

"Master Plan" means the land use plan or development plan known as "Boot Ranch," prepared by the Sponsor, as such plan may be amended from time to time, which includes the Development and all or a portion of the Property that the Sponsor may from time to time anticipate subjecting to this Declaration. Inclusion of property on the Master Plan shall not, under any circumstances, obligate the Sponsor to subject such property to this Declaration, nor shall the exclusion of the Property bar its later annexation in accordance with Article 10.

"Maximum Number of Lots" means the maximum number of Lots that may be created and made subject to this Master Declaration. The Maximum Number of Lots is four hundred and fifty (450). Until expiration or termination of the Development Period, the Sponsor may unilaterally amend the Maximum Number of Lots by Recorded written instrument.

"Member" means each person or entity that holds membership privileges in the Association.

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"Mortgage" means any mortgage or deed of trust securing indebtedness and covering any Lot or Condominium Unit.

"Mortgagee" means the holder of any Mortgage.

"Neighborhood" has the meaning set forth in Section 3.02.

"Neighborhood Delegate" means the representative elected by the Owners of Lots and Condominium Units and Sunday House Interests in each Neighborhood pursuant to the Representative System of Voting (as further defined herein) which may be established by the Sponsor to cast the votes of all Lots and Condominium Units and Sunday House Interests in the Neighborhood on all matters requiring a vote of the membership of the Association, except for the following situations in which this Master Declaration specifically requires Members or Owners to cast their vote individually: (a) changes to the term of this Master Declaration as described in Section 11.01; or (b) amendments to this Master Declaration as described in Section 11.03.

Notwithstanding the foregoing, the Documents may set forth additional circumstances in which the Members or Owners are required to cast their vote individually, and voting by Neighborhood Delegates is prohibited.

"Notice of Annexation" means the Recorded notice executed by the Sponsor for the purpose of adding all or any portion of the Property to the terms and provisions of this Master Declaration in accordance with Section 10.05 below. A Notice of Annexation may also subject a portion of the Property to a previously Recorded Development Area Declaration.

"Notice of Plat Recordation" means the Recorded notice executed by the Sponsor for the purpose of more clearly identifying specific Lots subject to the terms and provisions of this Master Declaration after portions of the Property are made subject to a Plat and withdrawing those portions of the Property which are included on the Plat but not shown as a Residential Lot from the terms and provisions of this Master Declaration in accordance with Section 10.09 below.

"Occupant" means any resident, occupant, or tenant of a Lot or Condominium Unit or Sunday House, other than the Owner of such Lot or Condominium Unit or Sunday House.

"Other Lot" means a Lot, if any, within the Development, other than Common Area or Special Common Area, which is designated by the Sponsor for a use which is not solely for singlefamily residential use, including corporate uses.

"Ordinary Public View" means anything which can be seen in the sight line of normal visual range of a person on a public or private street, thoroughfare or sidewalk, Common Area or Special Common Area.

"Owner" shall mean the person(s), entity or entities, including the Sponsor, holding all or a portion of the fee simple interest in any Lot or Condominium Unit and in no event shall mean any Occupant. An Owner shall include the holder of a Sunday House Interests. A Mortgagee who acquires title to a Lot or Condominium Unit or Sunday House Interest through a deed in lieu of foreclosure or through foreclosure is an Owner. A person or entity having an ownership interest in a Lot or Condominium Unit or Sunday House Interest merely as security for the performance of an obligation is not an Owner. Every Owner is a Member of the Association.

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"Person" means a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, limited liability company, limited liability partnership, government, governmental subdivision or agency, or other legal or commercial entity "Private Amenity" means certain real property and any improvements and facilities thereon located adjacent to, in the vicinity of, or within the Development, including, but not limited to, the Club Facilities, which are owned and operated, in whole or in part, by the Club Owner or by Persons other than the Association for recreational or other purposes. Any Private Amenity shall be designated by the Sponsor in its sole discretion. The use of the term "Private Amenity" shall not be construed to imply or require a private club. Private Amenities may be operated on a club membership, daily fee, use fee, public, semi-private or private basis or otherwise.

"Plat" means a Recorded subdivision plat of any portion of the Development, and any amendments thereto.

"Policy Manual" means the policy manual, which may be adopted and Recorded by the Sponsor or the Association as part of the project documentation for the Development. The Policy Manual may include the Bylaws, Rules and other policies governing the Association. The Policy Manual may be amended or modified, from time to time, by a Majority of the Board.

"Project Percentage Interest" shall have the meaning set forth in the Sunday House Declaration.

"Property" means all of that certain real property described on Exhibit "A", attached hereto, that may be made subject to this Master Declaration, from time to time, by the Recording of one or more Notices of Annexation pursuant to Section 10.05 below, subject to such additions thereto and deletions therefrom as may be made pursuant to Section 10.03 and Section 10.04 of this Master Declaration.

"Record, Recording, Recordation and Recorded" means recorded in the Official Public Records of Gillespie County, Texas.

"Released Parties" shall mean the Sponsor, the Association, the Sunday House Association, the Club Owner, the owner(s) of the Private Amenities, any Homebuilder or contractor (in their capacities as such), and each such entity's past, present and future agents, officers, directors, members, joint ventures, employees, representatives, agents, successors or assigns.

"Representative System of Voting" means the method of voting which may be established by the Sponsor pursuant to Section 3.06 below. The Sponsor shall have no obligation to implement the Representative System of Voting.

"Resident Member" shall mean a member of the Club that owns a Lot or Condominium Unit.

"Resident Membership" shall mean a membership in the Club held by a Resident Member.

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"Residential Developer" means any Owner who acquires undeveloped land, one or more Lots, or any other portion of the Property for the purposes of development for and/or resale to a Homebuilder.

"Residential Lot" means any Lot which is intended and designated solely for single-family residential use; provided however, that a Residential Lot does not include any Lot upon which a Sunday House is or will be located.

"Rules" mean any instrument, however denominated, which may be initially adopted by the Sponsor as part of the Policy Manual, or subsequently adopted by the Board, for the regulation and management of the Development, including any amendments to those instruments. During the Development Period, any amendment to the Rules must be approved in advance and in writing by the Sponsor, unless such approval is otherwise waived by the Sponsor in its sole discretion.

"Service Area" means a group of Lots and/or Condominium Units and/or Sunday Houses designated as a separate Service Area pursuant to this Master Declaration for purpose of receiving benefits or services from the Association which are not provided to all other Lots or Condominium Units or Sunday Houses. A Service Area may be comprised of more than one type of use or structure and may include noncontiguous Lots. A Lot or Condominium Unit or Sunday House may be assigned to more than one Service Area. Service Area boundaries may be established and modified as provided in Section 2.04.

"Service Area Assessments" means those Assessments levied against the Lots and/or Condominium Units and/or Sunday House Interests within a particular Service Area to fund Service Area Expenses, as described in Section 6.06.

"Service Area Expenses" means the estimated or actual expenses which the Association incurs or expects to incur for the benefit of Owners within a particular Service Area, which may include reserves for operations, capital repairs, and replacements.

"Special Assessments" means those Assessments levied against the Lots and/or Condominium Units and/or Sunday House Interests as described in Section 6.04 for the purpose of enabling the Board to carry out the functions of the Association under the Documents, as may be determined from time to time by the Board in its sole discretion.

"Specific Assessments" means those Assessments levied against a Lots or Condominium Unit or Sunday House Interest as described in Section 6.07.

"Special Common Area Assessments" means those Assessments levied against the Lots and/or Condominium Units and/or Sunday House Interests as described in Section 6.05.

"Special Common Area" means any interest in real property or improvements which benefits certain Lot(s), Condominium Unit(s), or Sunday House Interests, or one or more portion(s) of, but less than all of, the Development, which is designated by the Sponsor in a Notice of Annexation, Development Area Declaration, or any written instrument Recorded by the Sponsor (which designation will be made in the sole and absolute discretion of the Sponsor) as Special Common Area for the exclusive use of and/or the obligation to pay Special Common Area Assessments by the Owners of such Lot(s), Condominium Unit(s), or Sunday House Interests, or 11 AUS536483806v9 - 162171.010100

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portion(s) of the Development attributable thereto, and which have been or will be conveyed to the Association or as to which the Association will be granted rights or obligations, or otherwise held by the Sponsor for the benefit of the Association, as further set forth in Section 2.05.

"Special Common Area Expenses" means the estimated and actual expenses which the Association incurs or expects to incur to operate, maintain, repair and replace Special Common Area, which may include a reasonable reserve for capital repairs and replacements.

"Sponsor" means BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company. Notwithstanding any provision in this Master Declaration to the contrary, the Sponsor may, by Recorded written instrument, assign, in whole or in part, exclusively or non-exclusively, any of its privileges, exemptions, rights, reservations and duties under this Master Declaration to any person. The Sponsor may also, by Recorded written instrument, permit any other person to participate in whole, in part, exclusively or non-exclusively, in any of Sponsor's privileges, exemptions, rights and duties under this Master Declaration.

"Sunday House" shall have the meaning set forth in the Sunday House Declaration.

"Sunday House Association" means Boot Ranch Sunday Houses Owners Association, Inc., a Texas nonprofit corporation, together with its successors and assigns.

"Sunday House Declarant" shall mean the "Declarant", as such term is defined in the Sunday House Declaration.

"Sunday House Declaration" shall mean that certain Second Amended and Restated Declaration of Covenants, Conditions and Restrictions for Boot Ranch Sunday Houses, recorded in the Official Public Records of Gillespie County, Texas "Sunday House Interest" shall mean an Ownership Interest in a Sunday House, as further defined in the Sunday House Declaration.

"Sunday House Member" shall mean a Member that owns a Sunday House Membership.

"Sunday House Membership" shall mean a Club membership held by a Sunday House Member.

"Utility Company" shall mean any utility company supplying sanitary sewer, domestic water, or reclaimed water services to the Development.

"Voting Group" has the meaning set forth in Section 3.07 below.

"Working Capital Assessments" means those one-time Assessments payable to the Association upon transfer of title of a Lot or Condominium Unit or Sunday House Interest as described in Section 6.08 for the purpose of establishing working capital, which may include the use of such amounts by the Association to discharge operating expenses.

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TABLE 1: DOCUMENTS Creates obligations that are binding upon the Association and all present and future Owners of all or any portion of the Property made subject to this Master Declaration by the Recording of a Notice of Annexation.

Master Declaration (Recorded)

Notice of Annexation (Recorded)

Describes the portion of the Property being made subject to the terms and provisions of this Master Declaration and any applicable Development Area Declaration.

Development Area Declaration (Recorded)

Includes additional covenants, conditions and restrictions governing portions of the Development.

Community Benefit Fee Declaration (Recorded)

Establishes fee payable to the Association for enhancement purposes within the Development.

Articles of Incorporation (Filed with Secretary of State and Recorded)

Establishes the Association as a not-for-profit corporation under Texas law.

Bylaws (Recorded)

Governs the Association's internal affairs, such as elections, meetings, etc.

Policy Manual (Recorded)

Establishes the Rules and policies governing the Association and the Development.

Architectural Design Guidelines (Recorded)

If adopted, governs the design and architectural standards for the construction of Improvements and modifications thereto.

Rules (if adopted, Recorded)

Rules regarding the use of property, activities, and conduct within the Development. The Rules may be included within the Policy Manual.

Board Resolutions (adopted by the Board of the Association)

Documented decision-making by the Board to establish rules, policies, and procedures for the Association.

Notice of Plat Recordation (Recorded)

Identifies specific Residential Lots on a Plat and upon Recordation, withdraws all Property other than Lots from the terms and provisions of this Master Declaration.

Sponsor shall have no obligation to record a Notice of Plat Recordation.

ARTICLE 2 GENERAL RESTRICTIONS 2.01

General.

Conditions and Restrictions. All Lots and Condominium Units and Sunday (a) Houses within the Development already made subject to this Master Declaration upon Recordation or to be made subject to the Master Declaration though the Recordation of a Notice of Annexation in accordance with Section 10.05, will be owned, held, encumbered, leased, used, occupied and enjoyed subject to the Documents. WITH THE EXCEPTION OF THOSE CERTAIN PORTIONS OF THE PROPERTY DESCRIBED ON EXHIBIT "B" TO THIS MASTER DECLARATION WHICH HAVE ALREADY BEEN MADE 13 AUS536483806v9 - 162171.010100

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SUBJECT TO THE MASTER DECLARATION UPON RECORDATION (THE "DEVELOPMENT"), NO PORTION OF THE PROPERTY IS SUBJECT TO THE TERMS OF THIS MASTER DECLARATION UNLESS A NOTICE OF ANNEXATION DESCRIBING SUCH PORTION OF THE PROPERTY IS RECORDED IN ACCORDANCE WITH SECTION 10.05 BELOW. (b) Compliance with Applicable Law and the Documents. Compliance with the Documents is mandatory. However, compliance with the Documents is not a substitute for compliance with Applicable Law. Please be advised that the Documents do not purport to list or describe each requirement, rule, or restriction which may be applicable to a Lot or a Condominium Unit or Sunday House Interest located within the Development. Each Owner is advised to review all encumbrances affecting the use and improvement of their Lot or Condominium Unit or Sunday House. Furthermore, an approval by the ARB should not be construed by the Owner that any Improvement complies with the terms and provisions of all encumbrances which may affect the Owner's Lot or Condominium Unit or Sunday House. The Association, each Owner, Occupant or other user of any portion of the Development must comply with the Documents and Applicable Law, as supplemented, modified or amended from time to time.

Development Amenities. A Development Area may include common area, (c) open space, Development Water Features, water quality facilities, parkland, trails, landscape areas, roadways, driveways or easements which benefit the Development in addition to the Development Area, as reasonably determined by the Sponsor during the Development Period, and the Board after termination or expiration of the Development Period (the "Development Amenities"). Sponsor, during the Development Period, and the Board after termination or expiration of the Development Period, may require all or a portion of such Development Amenities be conveyed, transferred, or dedicated (by deed easement, or license) to: (a) the Association; or (b) another entity designated by the Sponsor or a Majority of the Board, as applicable, including but not limited to any then existing District.

Alternatively, the Sponsor, during the Development Period, and a Majority of the Board after termination or expiration of the Development Period, may require that all or a portion of such Development Amenities be owned and maintained by the Owner of all or a portion of a particular Development Area, subject to an easement in favor of other Owner(s) and Occupants, as designated by the Sponsor or a Majority of the Board, as applicable (e.g., ingress and egress over and across the driveways constructed within the Development Area).

The Development Amenities may not be conveyed or otherwise transferred unless the conveyance or transfer is approved in advance and in writing by the Sponsor during the Development Period, or a Majority of the Board after expiration or termination of the Development Period.

2.02 Incorporation of Development Area Declarations. Upon Recordation of a Development Area Declaration such Development Area Declaration will, automatically and without the necessity of further act, be incorporated into, and be deemed to constitute a part of this Master Declaration, to the extent not in conflict with this Master Declaration, but will apply only to portions of the Property made subject to the Development Area upon the Recordation of one or more Notices of Annexation. To the extent of any conflict between the terms and provisions of a 14 AUS536483806v9 - 162171.010100

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Development Area Declaration and this Master Declaration, the terms and provisions of this Master Declaration will control.

2.03 Conceptual Plans. All master plans, site plans, brochures, illustrations, information and marketing materials related to the Property or the Development (collectively, the "Conceptual Plans") are conceptual in nature and are intended to be used for illustrative purposes only. The land uses and Improvements reflected on the Conceptual Plans are subject to change at any time and from time to time, and it is expressly agreed and understood that actual land uses within the Property or the Development may include uses which are not shown on the Conceptual Plans. Neither the Sponsor, a Residential Developer, any Homebuilder, nor any other developer of any portion of the Property or the Development makes any representation or warranty concerning such land uses and Improvements shown on the Conceptual Plans or otherwise planned for the Property or the Development. It is expressly agreed and understood that no Owner will be entitled to rely upon the Conceptual Plans or any statement made by the Sponsor or any of Sponsor's representatives regarding proposed land uses, or proposed or planned Improvements in making the decision to purchase any land or Improvements within the Property or the Development. Each Owner who acquires a Lot or Condominium Unit or Sunday House Interest within the Development acknowledges that the Development is a master planned community, the development of which will extend over many years, and agrees that the Association will not engage in, or use Association funds to support, protest, challenge, or make any other form of objection to development of the Property or to any proposed or actual changes in the Conceptual Plans as they may be amended or modified from time to time.

THE DEVELOPMENT IS A MASTER PLANNED COMMUNITY WHICH WILL BE DEVELOPED OVER A NUMBER OF YEARS. THE PLANS; LAND USES; TOTAL NUMBER, DESIGN, LAYOUT AND LOCATION OF LOTS; LOCATION, DESIGN AND LAYOUT OF PROJECTED IMPROVEMENTS; ASSESSMENTS AND DOCUMENTS MAY BE CHANGED FROM TIME TO TIME, WITHOUT NOTICE OR OBLIGATION TO NOTIFY, DUE TO A NUMBER OF CIRCUMSTANCES, INCLUDING GOVERNMENTAL REQUIREMENTS, MARKET DEMAND AND COST CONSTRAINTS. THERE IS NO ASSURANCE THAT THE FUTURE IMPROVEMENTS, AMENITIES AND/OR FACILITIES, IF ANY, DESCRIBED HEREIN WILL BE CONSTRUCTED. THE SPONSOR RESERVES THE RIGHT TO MAKE PRICE MODIFICATIONS AND TO MAKE MODIFICATIONS IN MATERIALS AND SPECIFICATIONS AT ANY TIME WITHOUT PRIOR NOTICE. 2.04

Provision of Benefits and Services to Service Areas.

The Sponsor, in a Notice of Annexation Recorded pursuant to Section 10.05 (a) or in any written Recorded instrument, may assign Lots and/or Condominium Units and/or Sunday Houses to one or more Service Areas (by name or other identifying designation) as it deems appropriate, which Service Areas may be then existing or newly created, and may require that the Association provide benefits or services to such Lots and/or Condominium Units and/or Sunday Houses in addition to those which the Association generally provides to the Development. The Sponsor may unilaterally amend any Notice of Annexation or any written Recorded instrument to re-designate Service Area boundaries, or otherwise modify the Service Area. All costs associated with the provision of services or benefits to a Service 15 AUS536483806v9 - 162171.010100

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Area will be assessed against the Lots and/or Condominium Units and/or Sunday House Interests within the Service Area as a Service Area Assessment. (b) In addition to Service Areas which the Sponsor may designate, any group of Owners may petition the Board to designate their Lots and/or Condominium Units and/or Sunday Houses as a Service Area for the purpose of receiving from the Association: (a) special benefits or services which are not provided to all Lots and/or Condominium Units and/or Sunday Houses; or (b) a higher level of service than the Association otherwise provides. Upon receipt of a petition signed by Owners of a Majority of the Lots and/or Condominium Units and/or Sunday House Interests within the proposed Service Area, the Board will investigate the terms upon which the requested benefits or services might be provided and notify the Owners in the proposed Service Area of such terms and associated expenses, which may include a reasonable administrative charge in such amount as the Board deems appropriate (provided, any such administrative charge will apply at a uniform rate per Lot and/or Condominium Units and/or Sunday House Interests among all Service Areas receiving the same service). If approved by the Board, the Sponsor during the Development Period, and the Owners of at least sixty-seven percent (67%) of the total number of votes held by all Lots and/or Condominium Units and/or Sunday Houses within the proposed Service Area, the Association will provide the requested benefits or services on the terms set forth in the proposal or in a manner otherwise acceptable to the Board. The cost and administrative charges associated with such benefits or services will be assessed against the Lots and/or Condominium Units and/or Sunday House Interests within such Service Area as a Service Area Assessment.

2.05 Designation of Special Common Areas. Until the expiration or termination of the Development Period, the Sponsor may designate, in a Notice of Annexation, a Development Area Declaration or in any written instrument Recorded by the Sponsor (which designation will be made in the sole and absolute discretion of the Sponsor), any interest in real property or improvements which benefits certain Lot(s), Condominium Unit(s), Sunday House Interest(s), or one or more portion(s) of but less than all of the Development as Special Common Area, for the exclusive use of and/or the obligation to pay Special Common Area Assessments by the Owners of such Lot(s), Condominium Unit(s), Sunday House Interest(s), or portion(s) of the Development attributable thereto, and is or will be conveyed to the Association or as to which the Association will be granted rights or obligations, or otherwise held by the Sponsor for the benefit of the Association. The Notice of Annexation, Development Area Declaration, or other Recorded written instrument designating such Special Common Area will identify the Lot(s), Condominium Unit(s), Sunday House Interest(s), or portion(s) of the Development assigned to such Special Common Area and further indicate whether the Special Common Area designated therein is for the purpose of the exclusive use and the payment of Special Common Area Assessments by the Owner(s) thereof, or only for the purpose of paying Special Common Area Assessments attributable thereto, but not also for their exclusive use. By way of illustration and not limitation, Special Common Area might include such things as private drives and roads, entrance facilities and features, monumentation or signage, walkways or landscaping, which may or may not be exclusively used by the Owners paying the attributable Special Common Area Assessments therefor. All costs associated with maintenance, repair, replacement, and insurance of such Special Common Area will be assessed as a Special Common Area Assessment against the Owners of the Lots and/or Condominium Units and/or Sunday House Interests to which the Special Common Area is assigned.

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ARTICLE 3 BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. 3.01 Organization. The Association will be a nonprofit corporation created for the purposes, charged with the duties, and vested with the powers of a Texas non-profit corporation.

Neither the Articles nor the Bylaws will, for any reason, be amended or otherwise changed or interpreted so as to be inconsistent with this Master Declaration.

3.02 Neighborhoods. The Sponsor reserves the right to Record a Designation of Neighborhood pursuant to Section 10.06 to designate portions of the Development to a "Neighborhood." A Neighborhood may be comprised of any number of Lots and/or Condominium Units and/or Sunday Houses and may include Lots or Condominium Units or Sunday Houses of more than one type, as well as Lots or Condominium Units or Sunday Houses that are not contiguous to one another. Each Designation of Neighborhood shall initially assign the portion of the Development described therein to a specific Neighborhood which may then exist (being identified and described in a previously Recorded Notice of Annexation) or may be newly created. After a Designation of Neighborhood is Recorded, any and all portions of the Development which are not assigned to a specific Neighborhood shall constitute a single Neighborhood. The Sponsor may Record an amendment to any previously Recorded Designation of Neighborhood to designate or change Neighborhood boundaries. The Sponsor shall have no obligation to establish Neighborhoods.

3.03

Membership.

Mandatory Membership. Any person or entity, upon becoming an Owner, (a) will automatically become a Member of the Association. Membership will be appurtenant to and will run with the ownership of the Lot or Condominium Unit or Sunday House Interest that qualifies the Owner thereof for membership, and membership may not be severed from the ownership of the Lot or Condominium Unit or Sunday House Interest, or in any way transferred, pledged, mortgaged or alienated, except together with the title to such Lot or Condominium Unit or Sunday House Interest.

Easement of Enjoyment — Common Area. Every Member of the Association (b) will have a right and easement of enjoyment in and to all of the Common Area and an access easement, if applicable, by and through any Common Area, which easements will be appurtenant to and will pass with the title to such Member's Lot or Condominium Unit or Sunday House Interest, subject to the following restrictions and reservations: The right of the Sponsor, during the Development Period, and the (i) Board, with the Sponsor's advance written consent during the Development Period, to cause such Improvements and features to be constructed upon the Common Area; The right of the Association to suspend the Member's right to use the Common Area for any period during which any Assessment against such Member's Lot or Condominium Unit or Sunday House Interest remains past due or for any period during which such Member is in violation of any provision of this Master Declaration; 17 AUS536483806v9 - 162171.010100

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The right of the Sponsor, during the Development Period, and the Board, with the Sponsor's advance written consent during the Development Period, to dedicate or transfer all or any part of the Common Area to any public agency, authority or utility for any purpose; (iv) The right of the Sponsor during the Development Period, and the Board thereafter, or with Sponsor's advance written consent during the Development Period, to grant easements or licenses over and across the Common Area; (v) The right of the Board, with the advance written approval of the Sponsor during the Development Period, to borrow money for the purpose of improving the Common Area and, in furtherance thereof, mortgage the Common Area; (vi) The right of the Sponsor, during the Development Period, and the Board, with the Sponsor's advance written consent during the Development Period, to promulgate Rules regarding the use of the Common Area and any Improvements thereon; The right of the Association to contract for services with any third (vii) parties on such terms as the Board may determine, except that during the Development Period, all such contracts must be approved in advance and in writing by the Sponsor; and (viii) The right of the Board and the Sponsor to permit use of any recreational facilities situated on the Common Area by persons other than Owners, their families, lessees and guests upon payment of reasonable use fees, if any, established by the Board.

Easement of Enjoyment — Special Common Area. Each Owner of a Lot or (c) Condominium Unit or Sunday House Interest which has been assigned use of Special Common Area in a Notice of Annexation, Development Area Declaration, or other Recorded instrument, will have a right and easement of enjoyment in and to all of such Special Common Area for its intended purposes, and an access easement, if applicable, by and through such Special Common Area, which easement will be appurtenant to and will pass with title to such Owner's Lot or Condominium Unit or Sunday House Interest, subject to Section 3.03(b) above and subject to the following restrictions and reservations: The right of the Sponsor, during the Development Period, and the (i) Sponsor's advance written consent during the Development Period, with the Board, to cause such Improvements and features to be constructed upon the Special Common Area; The right of Sponsor during the Development Period to grant additional Lots or Condominium Units or Sunday House Interests use rights in and to Special Common Area in a subsequently Recorded Notice of Annexation, Development Area Declaration, or other Recorded instrument; 18 AUS536483806v9 - 162171.010100

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The right of the Association to suspend the Member's rights to use (iii) the Special Common Area for any period during which any Assessment against such Member's Lot or Condominium Unit or Sunday House Interest remains past due and for any period during which such Member is in violation of any provision of this Master Declaration; The right of the Sponsor, during the Development Period, and the (iv) Board, with the Sponsor's advance written consent during the Development Period, to grant easements or licenses over and across the Special Common Area; The right of the Sponsor, during the Development Period, and the (v) Board, with the Sponsor's advance written consent during the Development Period, to dedicate or transfer all or any part of the Special Common Area to any public agency, authority or utility for any purpose; With the advance written approval of the Sponsor during the (vi) Development Period, the right of the Board to borrow money for the purpose of improving the Special Common Area and, in furtherance thereof, mortgage the Special Common Area; (vii) The right of the Sponsor, during the Development Period, and the Board, with the Sponsor's advance written consent during the Development Period, to promulgate Rules regarding the use of the Special Common Area and any Improvements thereon; and (viii) The right of the Association to contract for services with any third parties on such terms as the Board may determine, except that during the Development Period, all such contracts must be approved in advance and in writing by the Sponsor.

3.04

Governance.

Board of Directors; Officers. The Board will consist of at least three (3) (a) persons. The enumerated officers of the Association are those set forth in the Bylaws.

Notwithstanding any provision in the Documents to the contrary, until one hundred and twenty (120) days after seventy-five percent (75%) of the Maximum Number of Lots which have been made subject to the terms and provisions of this Master Declaration have been conveyed to Owners other than the Sponsor or a Homebuilder, the Sponsor will have the sole right to appoint and remove all members of the Board and officers of the Association. Within one hundred and twenty (120) days after seventy-five percent (75%) of the Maximum Number of Lots which have been made subject to the terms and provisions of this Master Declaration and have been conveyed to Owners other than the Sponsor or a Homebuilder, the Board will call a meeting of Members of the Association for the purpose of electing at least one-third of the Board (the "Initial Member Election Meeting"), which Board member(s) must be elected by Owners other than the Sponsor. For the purposes of this election, the Development shall be considered a single Neighborhood, and the Representative System of Voting shall not apply. Sponsor 19 AUS536483806v9 -162171.010100

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may appoint and remove two-thirds of the Board from and after the Initial Member Election Meeting until expiration or termination of the Development Period. The individuals elected to the Board at the Initial Member Election Meeting shall be elected for a one (1) year term and shall serve until his or her successor is elected or he or she is replaced in accordance with the Bylaws. Upon expiration or termination of the Development Period, vacancies on the Board and officer appointments shall be filled by election at the annual meeting of the Association, or at a special meeting called for such purpose, as further set forth in the Bylaws. (b) Advisory Committees. Subject to the requirements otherwise set forth in Section 7.02 below and as further set forth in the Bylaws, the Board may, but is not required, to adopt a resolution to designate two (2) or more Members, which may include Sponsor and/or one or more Board Members, to a committee for any purpose; provided, that any such other committee or committees shall serve in an advisory capacity only with the sole powers of: (i) recommending action to the Board; and (ii) carrying out and implementing any instructions or any policies, plans, programs and rules theretofore approved, authorized and adopted by the Board.

3.05 Voting Allocation. The number of votes which may be cast for election of members to the Board (except as provided by Section 3.04) and on all other matters to be voted on by the Members will be calculated as set forth below.

Residential Lots and Sunday House Interests. Each Residential Lot and (a) Sunday House Interest will be allocated one (1) vote. In the event of the re-subdivision of any Residential Lot into two or more Residential Lots: (a) the number of votes to which such Residential Lot is entitled will be increased as necessary to retain the ratio of one (1) vote for each Residential Lot resulting from such re-subdivision, e.g., each Residential Lot resulting from the re-subdivision will be entitled to one (1) vote; and (b) each Residential Lot resulting from the re-subdivision will be allocated one (1) Assessment Unit. In the event of the consolidation of two (2) or more Residential Lots for purposes of construction of a single residence thereon, votes and Assessment Units (allocated pursuant to Section 6.09 below) will continue to be determined according to the number of original Residential Lots contained in such consolidated Residential Lot. Nothing in this Master Declaration will be construed as authorization for any re-subdivision or consolidation of Residential Lots, such actions being subject to the conditions and restrictions of the applicable Development Area Declaration and the approval of the ARB. Other Lots and Condominium Units. Any Other Lot, which is not a (b) Residential Lot subject to the voting allocation set forth in Section 3.05 above, and each Condominium Unit will be allocated that number of votes set forth in the Notice of Annexation applicable to such Other Lot or Condominium Unit. Sponsor will determine such number of votes in its sole and absolute discretion. Sponsor's determination regarding the number of votes applicable to each Other Lot or Condominium Unit will be final, binding and conclusive. The Notice of Annexation may include a provision with an alternative vote allocation in the event all or a portion of such Other Lot is submitted to the condominium form of ownership. Sponsor, in its sole and absolute discretion, and a Majority of the Board, after the expiration or termination of the Development Period, may modify and amend (which modification and amendment may be effected after Sponsor's 20 AUS536483806v9 -162171.010100

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conveyance of any Other Lot or Condominium Unit to any person not affiliated with Sponsor) the number of votes previously assigned to a Other Lot or Condominium Unit if the actual use of the Other Lot or Condominium Unit or Improvements actually constructed on the Other Lot or Condominium Unit differ from the anticipated use of the Other Lot or Condominium Unit or Improvements contemplated to be constructed thereon at the time the Notice of Annexation allocating votes thereto was originally Recorded. In the event of a modification to the votes allocated to an Other Lot or Condominium Unit, Sponsor or the Board, as applicable, will Record an amended Notice of Annexation setting forth the revised allocation of votes attributable to the Other Lot or Condominium Unit. (c) Sponsor. In addition to the votes to which Sponsor is entitled by reason of Section 3.05(a) and Section 3.05(b) for every one (1) vote outstanding in favor of any other person or entity, Sponsor will have four (4) additional votes until the expiration or termination of the Development Period. Sponsor may cast votes allocated to the Sponsor pursuant to this Section and shall be considered a Member for the purpose of casting such votes, and need not own any portion of the Development as a pre-condition to exercising such votes. (d) Co-Owners. Any co-Owner may cast the vote for the Lot or Condominium or Sunday House, and majority agreement shall be conclusively presumed unless Unit another co-Owner of the Lot or Condominium Unit or Sunday House protests to the Secretary prior to the close of balloting. In the absence of a majority agreement, the Lot's or Condominium Unit's or Sunday House's vote shall be suspended if two or more co-Owners seek to exercise it independently. In no event will the vote for a Lot or Condominium Unit or Sunday House exceed the total votes to which such Lot or Condominium Unit or Sunday House is otherwise entitled pursuant to this Section 3.05.

3.06 Representative System of Voting. The Representative System of Voting shall only be established if the Sponsor first calls for election of a Neighborhood Delegate for a particular Neighborhood. The Sponsor shall have no obligation to establish the Representative System of Voting. In addition, Sponsor may terminate the Representative System of Voting at any time prior to expiration or termination of the Development Period by Recorded written instrument.

Election of Initial Neighborhood Delegate. In the event that the Sponsor (a) chooses to establish a Representational System of Voting, the Owners of Lots and Condominium Units and Sunday Houses within each Neighborhood shall elect a Neighborhood Delegate and an alternate Neighborhood Delegate, in the manner provided below, to cast the votes of all Lots and Condominium Units and Sunday Houses in the Neighborhood on matters requiring a vote of the Members, except where this Master Declaration specifically requires the Owners or Members to cast their votes individually as described in the definition of "Neighborhood Delegate" in Article 1 of this Master Declaration or the Documents. Notwithstanding the foregoing or any provision to the contrary in this Master Declaration, as provided in Section 3.04 above, until one hundred and twenty (120) days after seventy-five percent (75%) of the Maximum Number of Lots which have been made subject to the terms and provisions of this Master Declaration have been conveyed to Owners other than Sponsor or a Homebuilder, Sponsor will have the sole right to appoint and remove all members of the Board.

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Term. The Neighborhood Delegate and the alternate Neighborhood (b) Delegate shall be elected on a biennial basis (once every two years), by electronic and absentee ballot without a meeting of Owners, or at a meeting of the Owners within each Neighborhood where written, electronic, proxy, and/or absentee ballots may also be utilized, as the Board may determine from time to time. If the Board determines to hold a meeting for the election of the Neighborhood Delegate and the alternate Neighborhood Delegate, the presence, in person or by proxy, absentee or electronic ballot, of Owners representing at least ten percent (10%) of the total votes in a Neighborhood shall constitute a quorum at such meeting. In the event that a quorum is not met to elect a Neighborhood Delegate and an alternate Neighborhood Delegate by the Owners of Lots and Condominium Units and Sunday House Interests within each Neighborhood, Sponsor during the Development Period, and the Board thereafter, shall have the right to appoint a Neighborhood Delegate and an alternate Neighborhood Delegate until such positions are elected at any subsequent meeting which has been duly called for such purpose. Notwithstanding the foregoing provision, the Sponsor during the Development Period, and the Board thereafter, may elect to extend the term of a Neighborhood Delegate and alternate Neighborhood Delegate to the extent Sponsor or the Board, as applicable, determines that such extension will result in administrative efficiencies by allowing elections within different Neighborhoods to occur in close proximity to one another; provided, however, that the term of an existing Neighborhood Delegate and alternate Neighborhood Delegate shall not be extended for more than twelve (12) months. (c) Election Results. At any Neighborhood election, the candidate for each position who receives the greatest number of votes shall be elected to serve as the Neighborhood Delegate and the candidate with the second greatest number of votes shall be elected to serve as the alternate Neighborhood Delegate. The Neighborhood Delegate and alternate Neighborhood Delegate shall serve until his or her successor is elected or appointed.

Voting by the Neighborhood Delegate. The Neighborhood Delegate or, in (d) his or her absence, the alternate Neighborhood Delegate, attends Association meetings and casts all votes allocated to Lots and Condominium Units and Sunday Houses in the Neighborhood that he or she represents on any matter as to which such Neighborhood Delegate is entitled to vote under this Master Declaration, including the election of Board members upon the expiration or termination of the Development Period. A Neighborhood Delegate may cast all votes allocated to Lots and Condominium Units and Sunday Houses in the Neighborhood in such delegate's discretion and may, but need not, poll the Owners of Lots and Condominium Units and Sunday Houses in the Neighborhood which he or she represents prior to voting. Neither the Neighborhood Delegate nor the alternative Neighborhood Delegate may casts votes allocated to Lots and Condominium Units and Sunday Houses not owned by such Neighborhood Delegate in the Neighborhood that he or she represents for the purpose of amending this Master Declaration.

Qualification. Candidates for election as the Neighborhood Delegate and (e) alternate Neighborhood Delegate from a Neighborhood shall be Owners of Lots or Condominium Units or Sunday House Interests in the Neighborhood, spouses of such

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Owners, Occupants of the Neighborhood, or an entity representative where an Owner is an entity.

Removal. Any Neighborhood Delegate or alternate Neighborhood Delegate (f) may be removed, with or without cause, upon the vote or written petition of Owners holding a Majority of the votes allocated to the Lots and Condominium Units and Sunday Houses in the Neighborhood that the Neighborhood Delegate represents or by the Sponsor, until the expiration or termination of the Development Period. If a Neighborhood Delegate is removed in accordance with the foregoing sentence, the alternate Neighborhood Delegate shall serve as the Neighborhood Delegate unless such alternate Neighborhood Delegate is also removed.

Subordination to the Board. Neighborhood Delegates are subordinate to the (g) Board and their responsibility and authority does not extend to policy making, supervising, or otherwise being involved in Association governance. (h) Running for the Board. An Owner may not simultaneously hold the position of Neighborhood Delegate and be a member of the Board of Directors. In addition, if Neighborhood Delegates are established, a Neighborhood Delegate running for the Board shall resign their position prior to casting any vote for a member of the Board. In such event, the alternate Neighborhood Delegate shall serve out the rest of the term as the former Neighborhood Delegate, and another alternate Neighborhood Delegate shall be elected by the Owners or Members in the Neighborhood to serve out the term as the successor alternate Neighborhood Delegate.

3.07 Voting Groups. Sponsor may designate Voting Groups consisting of one or more Neighborhoods for the purpose of electing members of the Board. The purpose of Voting Groups is to provide groups with dissimilar interests the opportunity to be represented on the Board and to avoid a situation in which less than all the Neighborhoods are able to elect the entire Board. Voting Groups may be established by the Sponsor in accordance with this Section 3.07 without regard to whether the Representative System of Voting has been implemented. If Voting Groups are established and the Representative System of Voting has been implemented, then a Neighborhood Delegate shall only vote on the slate of Board candidates assigned to the Neighborhood Delegate. If Voting Groups are established and the Representative System of Voting has not been implemented, then each Owner of a Lot or Condominium Unit or Sunday House Interest shall only vote on the slate of Board candidates assigned to their Neighborhood.

Voting Group Designation. Sponsor shall establish Voting Groups, if at all, (a) not later than the date of expiration or termination of the Development Period, by Recording a written instrument identifying the Neighborhoods within each Voting Group (the "Voting Group Designation"). The Voting Group Designation will assign the number of members of the Board which the Voting Group is entitled to exclusively elect.

Amendment of Voting Group Designation. The Voting Group Designation (b) may be amended unilaterally by the Sponsor at any time prior to the expiration or termination of the Development Period. After expiration or termination of the Development Period, the Board shall have the right to Record or amend such Voting Group Designation upon the vote of a Majority of the Board and approval of Neighborhood BOOT RANCI I 23 MASTER DECLARATION

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Delegates representing a Majority of the Neighborhoods. Neither Recordation nor amendment of such Voting Group Designation shall constitute an amendment to this Master Declaration, and no consent or approval to modify the Voting Group Designation shall be required except as stated in this paragraph.

Single Voting Group. Until such time as Voting Groups are established, all (c) of the Development shall constitute a single Voting Group. After a Voting Group Designation is Recorded, any and all portions of the Development which are not assigned to a specific Voting Group shall constitute a single Voting Group.

3.08 Powers. The Association will have the powers of a Texas nonprofit corporation. It will further have the power to do and perform any and all acts that may be necessary or proper, for or incidental to, the exercise of any of the express powers granted to it by Applicable Law or this Master Declaration. Without in any way limiting the generality of the two preceding sentences, the Board, acting on behalf of the Association, will have the following powers at all times: Rules. To make, establish and promulgate, and in its discretion to amend (a) from time to time, or repeal and re-enact, Rules, policies, the Bylaws and the Policy Manual, if any, as applicable, which are not in conflict with this Master Declaration, as it deems proper, covering any and all aspects of the Development (including the operation, maintenance and preservation thereof) or the Association. Any Rules, policies, the Bylaws and the Policy Manual, if any, and any modifications thereto, proposed by the Board must be approved in advance and in writing by the Sponsor until expiration or termination of the Development Period.

Insurance. To obtain and maintain in effect, policies of insurance that, in the (b) opinion of the Board, are reasonably necessary or appropriate to protect the Association and carry out the Association's functions.

Records. To keep books and records of the Association's affairs, and to (c) make such books and records, together with current copies of the Documents available for inspection by the Owners, Mortgagees, and insurers or guarantors of any Mortgage upon request during normal business hours in accordance with Applicable Law. Assessments. To levy and collect Assessments and to determine Assessment (d) Units, as provided in Article 6 below. (e) Right of Entry and Enforcement. To enter at any time without notice in an emergency (or in the case of a non-emergency, after twenty-four (24) hours written notice), without being liable to any Owner, upon any Lot or into any Condominium Unit or Sunday House for the purpose of enforcing the Documents or for the purpose of maintaining or repairing any area, Improvement or other facility or removing any item to conform to the Documents. The expense incurred by the Association in connection with the entry upon any Lot or into any Condominium Unit or Sunday House and the removal or maintenance and repair work conducted therefrom, thereon or therein, will be a personal obligation of the Owner of the Lot or the Condominium Unit or Sunday House so entered, will be deemed an Specific Assessment against such Lot or Condominium Unit or Sunday House Interest, will be secured by a lien upon such Lot or Condominium Unit or Sunday House Interest, and 24 AUS536483806v9 - 162171.010100

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will be enforced in the same manner and to the same extent as provided in Article 6 hereof for Assessments. The Association will have the power and authority from time to time, in its own name and on its own behalf, or in the name of and on behalf of any Owner who consents thereto, to commence and maintain actions and suits to enforce, by mandatory injunction or otherwise, or to restrain and enjoin, any breach or threatened breach of the Documents. The Association is also authorized to settle claims, enforce liens and take all such action as it may deem necessary or expedient to enforce the Documents; provided, however, that the Board will never be authorized to expend any Association funds for the purpose of bringing suit against Sponsor, or its successors or assigns. The Association may not alter or demolish any Improvements on any Lot, Condominium Unit, or Sunday House, other than Common Area or Special Common Area, in enforcing this Master Declaration before a judicial order authorizing such action has been obtained by the Association, or before the written consent of the Owner(s) of the affected Lot(s) or Condominium Unit(s) or Sunday House(s) has been obtained. EACH OWNER, ON BEHALF OF ITSELF, ITS OCCUPANTS, GUESTS, AND INVITEES, HEREBY RELEASES AND HOLDS HARMLESS THE ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION INCURRED OR THAT MAY ARISE BY REASON OF THE ASSOCIATION'S ACTS OR ACTIVITIES UNDER THIS SECTION 3.08(e) (INCLUDING ANY COST, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING OUT OF THE ASSOCIATION'S NEGLIGENCE IN CONNECTION THEREWITH), EXCEPT TO THE EXTENT SUCH COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION RESULTED FROM THE ASSOCIATION'S GROSS "GROSS NEGLIGENCE" NEGLIGENCE OR WILLFUL MISCONDUCT. DOES NOT INCLUDE SIMPLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE. Legal and Accounting Services. To retain and pay for legal and accounting (f) services necessary or proper in the operation of the Association.

Conveyances. To grant and convey to any person or entity the real property (g) and/or other interest, including fee title, leasehold estates, easements, rights-of-way or mortgages, out of, in, on, over, or under any Common Area or Special Common Area for the purpose of constructing, erecting, operating or maintaining the following: (i)

Parks, parkways or other recreational facilities or structures;

(ii) and paths;

Roads, streets, sidewalks, signs, street lights, walks, driveways, trails

(iii) purposes;

Lines, cables, wires, conduits, pipelines or other devices for utility

(iv) Sewers, water systems, storm water drainage systems, sprinkler systems and pipelines; and/or 25 AUS536483806v9 -162171.010100

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(v)

Any similar improvements or facilities.

Until expiration or termination of the Development Period, any grant or conveyance under this Section 3.08(,0 must be approved in advance and in writing by the Sponsor. In addition, the Association (with the advance written approval of the Sponsor during the Development Period) and the Sponsor are expressly authorized and permitted to convey easements over and across Common Area or Special Common Area for the benefit of property not otherwise subject to the terms and provision of this Master Declaration.

Manager. To retain and pay for the services of a person or firm, which may (h) Sponsor or any Affiliate, to manage and operate the Association (the "Manager"), include including the Common Area, Special Common Area, and/or any Service Area, to the extent deemed advisable by the Board. Additional personnel may be employed directly by the Association or may be furnished by the Manager. To the extent permitted by Applicable Law, the Board may delegate any other duties, powers and functions to the Manager. In addition, the Board may adopt transfer fees, resale certificate fees or any other fees associated with the provision of management services to the Association or its Members.

THE MEMBERS HEREBY RELEASE THE ASSOCIATION AND THE MEMBERS OF THE BOARD FROM LIABILITY FOR ANY OMISSION OR IMPROPER EXERCISE BY THE MANAGER OF ANY SUCH DUTY, POWER OR FUNCTION SO DELEGATED. Property Services. To manage, maintain, operate and control of the Area of (i) Common Responsibility and all improvements thereon. To pay for water, Graywater, sewer, garbage removal, street lights, landscaping, security services, gardening, private or public recreational facilities, easements, roads, streets or roadways, rights-of-ways, signs, parks, parkways, median strips, sidewalks, paths, trails, ponds, canals, and lakes and all other utilities, services, repair and maintenance for any portion of the Property.

Other Services and Properties. To obtain and pay for any other property and (j) services, and to pay any other taxes or assessments that the Association or the Board is required or permitted to secure or to pay for pursuant to Applicable Law or under the terms of the Documents or as determined by the Board.

Construction on Common Area and Special Common Area. To construct (k) new Improvements or additions to Common Area and Special Common Area, subject to the approval of the Board and the Sponsor until expiration or termination of the Development Period.

(1) Contracts. To enter into Bulk Rate Contracts or other contracts or licenses with Sponsor or any third party on such terms and provisions as the Board will determine, to operate and maintain the Development, any Common Area, Special Common Area, Service Area, Improvement, or other property, or to provide any service, including but not limited to cable, utility, or telecommunication services, or perform any function on behalf of Sponsor, the Board, the Association, or the Members. During the Development Period, all Bulk Rate Contracts must be approved in advance and in writing by the Sponsor.

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(m) Property Ownership. To acquire, own and dispose of all manner of real and personal property, including habitat, whether by grant, lease, easement, gift or otherwise.

During the Development Period, all acquisitions and dispositions of the Association hereunder must be approved in advance and in writing by the Sponsor. (n) Authority with Respect to the Documents. To do any act, thing or deed that is necessary or desirable, in the judgment of the Board, to implement, administer or enforce any of the Documents. Any decision by the Board to delay or defer the exercise of the power and authority granted by this Section 3.08(n) will not subsequently in any way limit, impair or affect ability of the Board to exercise such power and authority. (o) Membership Privileges. To establish Rules governing and limiting the use of the Common Area, Special Common Area, Service Area, and any Improvements thereon.

All Rules governing and limiting the use of the Common Area, Special Common Area, Service Area, and any Improvements thereon must be approved in advance and in writing by the Sponsor during the Development Period. (p) Relationships with Districts and Tax Exempt Organizations. To create, enter into agreements or contracts with, or grant exclusive and/or non-exclusive easements over the Common Area, Special Common Area, or Service Area to any Districts or nonprofit, tax-exempt organizations, the operation of which confers some benefit upon the Development, the Association, its Members, and its Occupants. The Association may contribute money, real or personal property, or services to such entity. Any such contribution shall be a common expense to be included in the Assessments levied by the Association and included as a line item in the Association's annual budget. For the purposes of this Section, a "tax-exempt organization" shall mean an entity which is exempt from federal income taxes under the Internal Revenue Code (the "Code"), such as, but not limited to, entities which are exempt from federal income taxes under Sections 501(c)(3) or 501(c)(4), as the Code may be amended from time to time. The Association may maintain multiple-use facilities within the Development and allow use by tax-exempt organizations.

Such use may be on a scheduled or "first-come, first-served" basis. A reasonable maintenance and use fee may be charged for the use of such facilities.

To enter into agreements, to acquire leaseholds, Recreation Rights. (q) memberships, licenses and other possessory or use interests in lands or facilities, such as country clubs, golf courses, social clubs, spas, hunt clubs, and other entertainment and recreational facilities or entities, including membership in the Club as provided in Section 4.01, whether or not conveyed to the Association or otherwise acquired by the Association (collectively the "Recreation Rights").

Common Area and Special Common Area. The Association may acquire, hold, 3.09 and dispose of any interest in tangible and intangible personal property and real property. Sponsor may transfer or convey to the Association interests in real or personal property within or for the benefit of the Development, or the Development and the general public, and the Association will accept such transfers and conveyances. Such property may be improved or unimproved and may consist of fee simple title, easements, leases, licenses, or other real or personal property interests. In addition, Sponsor may reserve from any such property easements for the benefit of the Sponsor, any third party, and/or property not otherwise subject to the terms and provisions of this Master 27 AUS536483806v9 -162171.010100

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Declaration. Such property will be accepted by the Association and thereafter will be maintained as Common Area or Special Common Area, as applicable, by the Association for the benefit of the Development and/or the general public subject to any restrictions set forth in the deed or other instrument conveying, transferring or assigning such property to the Association. Upon Sponsor's written request during the Development Period, the Association will re-convey to Sponsor any unimproved real property that Sponsor originally conveyed to the Association to the extent conveyed in error or needed to make minor adjustments in property lines, as determined in the sole and absolute discretion of the Sponsor. Sponsor and/or its assignees may construct and maintain upon portions of the Common Area and/or the Special Common Area such facilities and may conduct such activities which, in Sponsor's sole opinion, may be required, convenient, or incidental to the construction or sale of Improvements on the Development, including, but not limited to, business offices, signs, model homes, and sales offices. Sponsor and/or its assignees shall have an easement over and across the Common Area and/or the Special Common Area for access and shall have the right to use such facilities and to conduct such activities at no charge.

3.10 Indemnification. To the fullest extent permitted by Applicable Law but without duplication (and subject to) any rights or benefits arising under the Articles or Bylaws of the Association, the Association may indemnify any person who was, or is, a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is, or was, a director, officer, committee member, employee, servant or agent of the Association against expenses, including attorneys' fees, reasonably incurred by him or her in connection with such action, suit or proceeding if it is found and determined by the Board or a court of competent jurisdiction that he or she: (a) acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association; or (b) with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by settlement, or upon a plea of nolo contendere or its equivalent, will not of itself create a presumption that the person did not act in good faith or in a manner which was reasonably believed to be in, or not opposed to, the best interests of the Association or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

3.11 Director's and Officer's Insurance. The Board may purchase and maintain, at the expense of the Association, insurance on behalf of any person who is acting as a director, officer, committee member, employee, servant or agent of the Association against any liability asserted against such person or incurred by such person in their capacity as an director, officer, committee member, employee, servant or agent of the Association, or arising out of the person's status as such, whether or not the Association would have the power to indemnify the person against such liability or otherwise.

3.12 Bulk Rate Contracts. Without limitation on the generality of the Association powers set out in Section 3.08 hereinabove (except that during the Development Period, all Bulk Rate Contracts must be approved in advance and in writing by the Sponsor), the Association will have the power to enter into Bulk Rate Contracts at any time and from time to time. The Association may enter into Bulk Rate Contracts with any service providers chosen by the Board (including Sponsor, and/or any entities in which Sponsor, or the owners or partners of Sponsor are the owners or participants, directly or indirectly). The Bulk Rate Contracts may be entered into on such terms and provisions as the Board may determine in its sole and absolute discretion. The Association may, at 28 AUS536483806v9 - 162171.010100

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its option and election add the charges payable by such Owner under such Bulk Rate Contract to the Assessments (Regular, Special, Service Area, Special Common Area, or Individual, as the case may be) against such Owner's Lot or Condominium Unit or Sunday House Interest. In this regard, it is agreed and understood that, if any Owner fails to pay any charges due by such Owner under the terms of any Bulk Rate Contract, then the Association will be entitled to collect such charges by exercising the same rights and remedies it would be entitled to exercise under this Master Declaration with respect to the failure by such Owner to pay Assessments, including without limitation the right to foreclose the lien against such Owner's Lot or Condominium Unit or Sunday House Interest which is reserved under the terms and provisions of this Master Declaration. In addition, in the event of nonpayment by any Owner of any charges due under any Bulk Rate Contract and after the lapse of at least twelve (12) days since such charges were due, the Association may, upon five (5) days' prior written notice to such Owner (which may run concurrently with such 12-day period), in addition to all other rights and remedies available at law, equity or otherwise, terminate, in such manner as the Board deems appropriate, any utility service or other service provided at the cost of the Association and not paid for by such Owner (or Occupant of such Owner's Lot or Condominium Unit) directly to the applicable service or utility provider. Such notice will consist of a separate mailing or hand delivery at least five (5) days prior to a stated date of termination, with the title "termination notice" or similar language prominently displayed on the notice. The notice will include the office or street address where the Owner (or Occupant of such Owner's Lot or Condominium Unit or Sunday House Interest) can make arrangements for payment of the bill and for re-connection or re-institution of service. No utility or cable television service will be disconnected on a day, or immediately preceding a day, when personnel are not available for the purpose of collection and reconnecting such services.

3.13 Community Services and Systems. The Sponsor, or any Affiliate with the Sponsor's consent, during the Development Period, and the Board, with the Sponsor's consent during the Development Period, is specifically authorized, but not required, to install, provide, maintain and furnish, or to enter into contracts with other persons to install, provide, maintain and furnish, central telecommunication receiving and distribution systems (e.g. cable television, high speed data/Internet/intranet services, and security monitoring) and related components, including associated infrastructure, equipment, hardware, and software, to serve all or any portion of the Development ("Community Services and Systems"). The Community Services and Systems, including any fees or royalties paid or revenue generated therefrom, shall be the property of Sponsor unless transferred by Sponsor, whereupon any proceeds of such transfer shall belong to Sponsor and neither the Association nor any Owner shall have any interest therein. Sponsor shall have the right but not the obligation to convey, transfer, sell or assign all or any portion of the Community Services and Systems or all or any portion of the rights, duties or obligations with respect thereto, to the Association or to any individual or entity. Any or all of the Community Services and Systems may be provided either: (a) directly through the Association and paid for by the Owners as part of the Assessments; or (b) directly by Sponsor, any Affiliate, or a third party, to the Owner who receives any or all of the Community Services and Systems. In the event Sponsor, or any Affiliate, elects to provide any of the Community Services and Systems to all or any portion of the Development, Sponsor or Affiliate may enter into an agreement with the Association with respect to the Community Services and Systems provided. In the event the Sponsor or any Affiliate elects to provide any of the Community Services and Systems to all or any portion of the Development, the Sponsor or Affiliate may enter into an agreement with the Association with respect to such services.

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Community Services and Systems to serve all or any portion of the Development, the Sponsor or its its Affiliate may assign any or all of the rights or obligations of the Sponsor or its Affiliate under the contract to the Association or any individual or entity. Any such contracts may provide for installation, operation, management, maintenance, and upgrades or modifications to the Community Services and Systems as the Sponsor or the Board, as applicable, determines appropriate. Each Owner acknowledges that interruptions in Community Services and Systems and services will occur from time to time. The Sponsor and the Association, or any of their respective affiliates, board members, officers, employees and agents, or any of their successors or assigns shall not be liable for, and no Community Services and Systems user shall be entitled to refund, rebate, discount, or offset in applicable fees for, any interruption in Community Services and Systems and services, regardless of whether or not such interruption is caused by reasons within the service provider's control. The rights of Sponsor with respect to the Community Services and Systems installed by Sponsor and the services provided through such Community Services and Systems are exclusive, and no other person may provide such services through the Community Services and Systems installed by Sponsor without the prior written consent of Sponsor.

Protection of Sponsor's Interests. Despite any assumption of control of the 3.14 Board by Owners other than Sponsor, until the expiration or termination of the Development Period, the Board is prohibited from taking any action which would discriminate against Sponsor, or which would be detrimental to the sale of Lots, Condominium Units, Sunday House Interests, or memberships to the Club owned by Sponsor. Sponsor shall be entitled to determine, in its sole and absolute discretion, whether any such action discriminates or is detrimental to Sponsor. Unless otherwise agreed to in advance and in writing by the Sponsor, until the expiration or termination of the Development Period the Board will be required to continue the same level and quality of maintenance, operations and services as that was provided immediately prior to assumption of control of the Board by Owners other than Sponsor until the expiration or termination of the Development Period.

3.15 Administration of Common Area. The administration of the Common Area, Special Common Area, and Service Area by the Association shall be in accordance with the provisions of Applicable Law and the Documents, and of any other agreements, documents, amendments or supplements to the foregoing which may be duly adopted or subsequently required by any institutional or governmental lender, purchaser, insurer or guarantor of mortgage loans (including, for example, the Federal Home Loan Mortgage Corporation) designated by Sponsor or by any public agency or District having regulatory jurisdiction over the Common Area, Special Common Area, or Service Area, or by any title insurance company selected by Sponsor to insure title to any portion of such areas 3.16 Management Agreement. Pursuant to a written instrument executed by the Sponsor or its Affiliate and the Association (the "Management Agreement"), the Sponsor or its Affiliate may be retained as the manager of the Association and the Development during the Development Period, with the option on the part of Sponsor or its Affiliate to renew such Management Agreement for two (2) successive one year terms from and after the expiration or termination of the Development Period. Every grantee of any interest in the Development, by acceptance of a deed or other conveyance of such interest, shall be deemed to ratify such Management Agreement.

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Standard of Performance. Unless otherwise specifically provided herein or in other 3.17 instruments creating and assigning such maintenance responsibility, responsibility for maintenance shall include responsibility for repair and replacement, as necessary. All maintenance shall be performed in a manner consistent with the Community-Wide Standard and all applicable covenants.

The Association, and/or an Owner shall not be liable for any damage or injury occurring on, or arising out of the condition of, property which it does not own except to the extent that it has been negligent in the performance of its maintenance responsibilities.

ARTICLE 4 CLUB FACILITIES AND PROPERTY 4.01 Mandatory Resident Club Membership. Unless otherwise exempted from the mandatory membership requirement by the Club Owner, every Owner other than the Sponsor, shall be required to apply for, and if accepted, acquire a Resident Membership or Sunday House Membership in the Club by submitting a completed and executed Membership Agreement along with the required initiation fee or transfer fee, all as more particularly provided in the Club Membership Plan. The Club Owner may accept or reject any prospective Owner's application for a Resident Membership or Sunday House Membership in the Club in its sole and absolute discretion, and the decision of the Club Owner on any application shall be final. The purchase of a Lot or Condominium Unit or Sunday House Interest is not a guarantee that an application for Resident Membership or Sunday House Membership in the Club will be accepted. If a prospective Owner's application for Resident Membership or Sunday House Membership is declined, the Club Owner shall refund any amount paid by any such prospective Owner for membership, without interest. If a prospective Owner's application for Resident Membership or Sunday House Membership is accepted and the prospective Owner becomes a Resident Member or Sunday House Member, such prospective Owner shall be required to maintain the Resident Membership or Sunday House Membership in good standing until such Resident Membership or Sunday House Membership is resigned or otherwise terminated pursuant to the terms of the Club Plan. Further, if and when the Club is converted to an Equity Club Entity, each Owner who is subject to the mandatory membership requirement shall convert to "Equity Resident Member", all as contemplated by the Club Membership Plan, and shall be required to maintain the Equity Resident Member membership through to the closing date on the sale by the Owner of the Lot, Condominium Unit, or Sunday House Interest owned by the Owner. Initial purchasers of Lot, Condominium Unit, or Sunday House Interests following the conversion of the Club to an Equity Club Entity, unless the property or Owner in question has been exempted from the mandatory membership requirement by the Club Owner/Equity Club Entity (referred to herein and in the Club Membership Plan) and the Sponsor, shall be required to apply for, and if accepted, acquire a membership in the Equity Club Entity by submitting a completed and executed Membership Purchase Agreement along with the required membership admission payment, all as more particularly provided in the equity membership documents referred to in the Club Membership Plan. The Club Owner/Equity Club Entity may accept or reject any prospective Owner's application for membership in its sole and absolute discretion, and the decision of the Club Owner/Equity Club Entity on any application shall be final.

The purchase of a Lot, Condominium Unit, or Sunday House Interest is not a guarantee that an application for membership in the Equity Club Entity will be accepted. If a prospective Owner's application for membership is declined, the Club Owner/Equity Club Entity shall refund any amount paid by any such prospective Owner for membership, without interest. If a prospective Owner's application for membership is accepted and the prospective Owner becomes an Equity 31 AUS536483806v9 - 162171.010100

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Resident Member, such prospective Owner shall be required to maintain the membership in good standing through to the closing date on the subsequent sale of the Lot, Condominium Unit, or Sunday House Interest.

4.02 Club Owner Exit Options. The Club Owner may provide for the transfer of the operation, maintenance, and control of the Club Facilities to an Equity Club Entity or the Association, as set forth in the Club Membership Plan.

4.03 Mandatory Club Membership Dues. The Club Owner shall be entitled to charge and collect from each Resident Member and Sunday House Member dues on a monthly, quarterly, semi-annual or annual basis ("Club Membership Dues"). The Club Membership Dues shall be payable by each Resident Member or Sunday House Member to the Club Owner without set off, diminution, or abatement for any reason.

4.04 Club Improvement Disclosures. Portions of the Club Facilities and the other Private Amenities wind throughout the Development. Neither ownership nor occupancy of a Lot and/or Condominium Unit and/or Sunday House Interest shall confer any ownership interest in all or any portion of the Club Facilities or other Private Amenities, except as set forth in the Club Membership Plan. All Owners and Occupants acknowledge, understand and agree as follows: No representations or warranties have been or are made by Sponsor, the (a) Association, or any Person acting on behalf of any of the foregoing, with regard to the continuing ownership or operation of the Club or the Club Facilities or other Private Amenities; Water hazards, ponds, lakes, drainage features, sandtraps, bunkers, waste (b) areas, natural areas, irrigation facilities, driving range, tee boxes, greens, cart paths, landscape features, pools, clubhouses, camping areas (which may include tents, horse facilities and hiking trails), food and beverage facilities, restrooms, maintenance facilities, golf carts, maintenance equipment and machinery and other installations, personal property, utility connections and related utility easements, and other features located on or within the Club Facilities or other Private Amenities may be attractive nuisances to children and others and can pose a serious danger of injury or death; (c) The operation, maintenance and use of the Club Facilities or other Private Amenities will entail the operation and use of (i) noisy and odiferous power equipment such as tractors, lawn mowers and blowers on various days of the week, including weekends, during various times of the day, including early morning and late evening hours; (ii) sprinkler and other irrigation systems in operation during the day and at night; (iii) noisy and odiferous electric, gasoline or other power-driven vehicles and equipment used by Club members, guests, invitees, maintenance and operations personnel; (iv) application of odiferous pesticides, herbicides and fertilizing chemicals and bio-solids; and (v) noisy and odiferous refuse removal trucks, delivery trucks, vendor vehicles, construction trucks and equipment, member, guest and invitee vehicles and other vehicles entering and exiting the Development on various days of the week, including weekends, during various times of the day, including early morning and late evening hours.

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Portions of the Club Facilities or other Private Amenities have exterior (d) lighting and amplified exterior sound, and may be regularly used for entertainment and social events on various days of the week, including weekends, during various times of the day, including early morning and late evening hours.

Play on the Golf Facilities will be allowed during all daylight hours, seven (7) (e) days a week, and portions of the Golf Facilities, including the driving range, short game area, and putting green, shall be allowed during evening and night-time hours pursuant to posted days and times as may be established from time to time by the Club Owner. Golf tournaments open to the public may be conducted at any time during the year. During such tournaments, large numbers of people will be entering and exiting the Development and using the Club Facilities during hours which may include all daylight hours, evening and night-time hours, up to seven (7) days a week.

Graywater may be used to irrigate the Club Facilities or other Private (f) Amenities and Common Areas or to fill the water features and water retention areas within the Development and Club Facilities or other Private Amenities. Graywater is not potable (drinkable) water and consumption of such water by humans or animals may cause adverse reactions, severe illness or fatalities. Graywater may cause objectionable odors and staining on buildings, streets, sidewalks and other real and personal properties, and may cause erosion and undermining of Lots, Condominium Units, Sunday Houses, or Common Areas.

The Development is subject to a Club Easement as set forth in Section 4.14 of this Master Declaration. Use of the Golf Facilities or other Private Amenities by the Club Members, their guests and invitees may result in personal injury or death to an Owner or Occupant, or property damage on a Lot or Condominium Unit or Sunday House. Use of the Golf Facilities or other Private Amenities by the Club Members, their guests and invitees may cause interference with the quiet enjoyment of the Owner and Occupants of Lots and/or Condominium Units and/or Sunday Houses; (h) Any Club Facilities or other Private Amenities, including tee boxes, greens, driving range, cart paths, utility connections and related utility easements, water and sand hazards, lighting, camping areas, recreational areas, tennis courts, pickleball courts, food and beverage facilities, restrooms, maintenance facilities, clubhouses and course layout, may be relocated, reconfigured, eliminated, added or modified from time to time by Sponsor, which actions may affect the risk associated with play on the Golf Facilities and driving range, and may adversely impact Owners and Occupants' views and peaceful enjoyment of a Lot and/or Condominium Unit and/or Sunday Houses; (i) Certain Lots, Condominium Units, Sunday Houses, or Common Areas may susceptible than others to incursions and damage by Graywater, golfers and golf more be balls; and The Development is subject to certain covenants, conditions, restrictions, easements and benefits contained in the Documents related to the use, maintenance, and improvement of the Club Facilities, including easements for utilities, drainage and access that may affect the Lots, Condominium Units, Sunday Houses, or Common Areas, which may 33 AUS536483806v9 - 162171.010100

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adversely impact peaceful enjoyment of a Lot or Condominium Unit or Sunday House by Owners and Occupants.

4.05 General Waiver and Release. Each Owner and Occupant acknowledges, understands and agrees the risks inherent in owning or occupying property adjacent to the Club Facilities or other Private Amenities, and that the use and existence of the Club Facilities or other Private Amenities may cause inconvenience, disturbance, or possibly injury or death to the Owners and Occupants, or damage to property of Owners and Occupants, for a variety of reasons, including but not limited to, flying golf balls; noise and odors from Club Facilities or other Private Amenities operations; noise from construction and maintenance equipment; noise and disturbance caused by golfers; noise and disturbance from golf tournaments; noise and disturbance from Club and functions; the use of Graywater, pesticides, herbicides and fertilizers on the Club Facilities or other Private Amenities; view restrictions caused by planting and maturation of trees, shrubbery and Club Facilities or other Private Amenities features; a reduction in privacy caused by constant golf traffic, the relocation of golf cart paths or removal and pruning of trees and shrubbery; and the design and redesign of the Golf Facilities or other Private Amenities. Each of the Owners and Occupants has considered the location of the Development and the Lot or Condominium Unit or Sunday House Interest being purchased, leased, used, visited, or occupied and its proximity to the Club Facilities or other Private Amenities, including but not limited to the Golf Facilities. BY ACCEPTANCE OF A DEED, BY ACQUIRING ANY INTEREST IN ANY PORTION OF THE PROPERTY SUBJECT TO THIS MASTER DECLARATION, OR BY USING, VISITING OR OCCUPYING A LOT, CONDOMINIUM UNIT, SUNDAY HOUSE, COMMON AREA, OR COMMON PROPERTY, EACH OWNER AND OCCUPANT ACKNOWLEDGES AND ASSUMES THE RISKS OF THE AFORESAID NUISANCE, INCONVENIENCE, DISTURBANCE AND POSSIBLE INJURY, DEATH OR DAMAGE TO PERSONS AND PROPERTY BASED UPON, DUE TO, ARISING FROM OR OTHERWISE RELATED TO THE FOREGOING, AND AGREES TO HOLD THE RELEASED PARTIES HARMLESS THEREFROM, INCLUDING ANY CLAIM ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE RELEASED PARTIES. 4.06 Club Not Governed by the Association. NEITHER THE CLUB OWNER, THE CLUB FACILITIES, THE CLUB, NOR THE PRIVATE AMENITIES ARE GOVERNED BY THE ASSOCIATION. Sponsor and the Club Owner make no representations, warranties, guaranties, commitments or promises that the Club Facilities Property, if any, will ever be improved with any golf or recreational facilities or operated in any particular manner, or that any or all of the Club Facilities will be installed or constructed on the Club Facilities Property. All information with respect to the Club Facilities can only be obtained from the Club Membership Documents and the Club Membership Plan. BY ACCEPTING TITLE TO ANY LOT OR CONDOMINIUM UNIT OR SUNDAY HOUSE INTEREST, EACH OWNER HEREBY ACKNOWLEDGES, ACCEPTS, COVENANTS AND AGREES THAT THEY HAVE NO RIGHT, TITLE OR INTEREST IN THE CLUB FACILITIES. 4.07 Intent to Develop Recreational Amenities. The Club Owner has indicated its intent to develop certain recreational amenities on the Club Facilities Property for use by members of the Club, a private recreational club that is intended to operate the Golf Facilities and other recreational and social facilities on the Club Facilities Property, which recreational and social facilities shall be determined by the Club Owner in its sole discretion. Except as provided in the 34 AUS536483806v9 - 162171.010100

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Club Membership Documents, Owners and Occupants have no right to use the Club Facilities or gain membership to the Club by virtue of their ownership or occupancy of a Lot or Condominium Unit or Sunday House.

4.08 Owner Acknowledgment. Each Owner, by acceptance of a deed or contract of sale to a Lot or Condominium Unit or Sunday House Interest acknowledges: (a) That the right to use the Club Facilities shall be subject to the terms and conditions of the Master Declaration and the Club Membership Documents; CLUB FACT THAT THE NOTWITHSTANDING THE (b) FACILITIES PROPERTY MAY BE CONSIDERED OPEN SPACE OR A RECREATION AREA FOR PURPOSES OF APPLICABLE LAW, EACH OWNER

BY ACQUISITION OF TITLE TO A LOT OR CONDOMINIUM UNIT OR SUNDAY HOUSE INTEREST RELEASES AND DISCHARGES FOREVER THE RELEASED PARTIES FROM: (A) ANY CLAIM THAT THE CLUB FACILITIES ARE, OR MUST BE, OWNED AND/OR OPERATED BY THE ASSOCIATION OR THE OWNERS, AND/OR (B) ANY CLAIM THAT THE OWNERS ARE ENTITLED TO USE THE CLUB FACILITIES BY VIRTUE OF THEIR OWNERSHIP OF A LOT OR CONDOMINIUM UNIT OR SUNDAY HOUSE INTEREST WITHOUT COMPLIANCE WITH THE MASTER DECLARATION OR THE CLUB MEMBERSHIP DOCUMENTS, AND WITHOUT PAYING THE CLUB DUES, FEES AND CHARGES ESTABLISHED BY THE CLUB FROM TIME TO TIME, AND COMPLYING WITH THE TERMS AND CONDITIONS OF THE MASTER DECLARATION OR THE CLUB MEMBERSHIP DOCUMENTS. EACH OWNER SHALL JOINTLY AND SEVERALLY INDEMNIFY, DEFEND, AND HOLD HARMLESS THE RELEASED PARTIES TIES AGAINST AND IN RESPECT OF, AND TO REIMBURSE THE RELEASED PARTIES ON DEMAND FOR, ANY AND ALL CLAIMS, DEMANDS, LOSSES, COSTS, EXPENSES, OBLIGATIONS, LIABILITIES, DAMAGES, RECOVERIES AND DEFICIENCIES, INCLUDING INTEREST, PENALTIES, ATTORNEY AND PARALEGAL FEES AND DISBURSEMENTS (EVEN IF INCIDENT TO ANY APPEALS), THAT THE RELEASED PARTIES SHALL INCUR OR SUFFER, WHICH ARISE OUT OF, RESULT FROM, OR RELATE TO ANY CLAIM ALLEDGING THAT THE CLUB FACILITIES MUST BE OWNED AND/OR OPERATED BY THE ASSOCIATION OR THE OWNERS AND/OR THAT OWNERS MAY USE THE CLUB FACILITIES WITHOUT COMPLYING WITH THE MASTER DECLARATION OR THE CLUB MEMBERSHIP DOCUMENTS DUE TO THE FACT THAT THE CLUB FACILITIES PROPERTY IS DEEMED TO BE OPEN SPACE OR A RECREATION AREA FOR PURPOSES OF APPLICABLE LAW; (c) That the Club Owner and its designees, in the Club Owner's sole discretion, may add to, remove or otherwise modify the Club Improvements, such as buildings, landscaping, trees, and other features located on, under, or within the Club Facilities Property, including newly constructing or changing the location, configuration, design, size and elevation of buildings, bunkers, fairways, tee boxes, greens, berms, walls, fences and other Improvements; that neither the Club, Club Owner, Sponsor, nor the Association shall BOOT RANCI I 35 MASTER DECLARATION AUS536483806v9 - 162171.010100

have any liability to any Owner as a result of such additions to, removal or, or modifications to the Club Improvements; provided, however, all such modifications, removal, or changes shall comply with Applicable Law; That no representations or warranties that are inconsistent with this Section, (d) either oral or written, have been made or are made by Sponsor, the Association or any person acting on behalf of Sponsor or the Association; and (e) EACH OWNER, ON BEHALF OF ITSELF AND ITS HEREBY RELEASES THE OCCUPANTS, INVITEES, AND GUESTS, RELEASED PARTIES, FROM ANY AND ALL CLAIMS, ACTIONS, SUITS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES OR LIABILITIES (INCLUDING STRICT LIABILITY) BASED UPON, DUE TO, ARISING OUT INCONVENIENCE, TO ANY NUISANCE, OF, OR RELATING DIMINUTION OF VALUE, DISTURBANCE, INJURY, DEATH, DAMAGE, OR TO PERSONS AND PROPERTY ARISING OUT OF OR RELATING TO ACTIVITIES OR OCCURRENCES DESCRIBED IN THIS SECTION 4.08.

4.09 The Club's Approval Rights. In recognition of the fact that the provisions of this Article are for the benefit of the Club (and Equity Club Entity, if applicable) and the Club Owner, no amendment to this Article, and no amendment in derogation of any other provisions of this Declaration benefiting the Club (or Equity Club Entity, if applicable) or the Club Owner, may be made without the written approval of the Club Owner.

4.10 Cost Sharing Agreements. The Association may enter into a contractual arrangement or Cost Sharing Agreement with the Club Owner or any other Private Amenity obligating the Club Owner, the Private Amenity or the Association to contribute funds for, among other things, maintenance of shared property or services and/or a higher level of Common Area maintenance.

4.11 Jurisdiction and Cooperation. It is Sponsor's intention that the Association, the Club Owner and the other Private Amenities shall cooperate to the maximum extent possible in the operation of the Club Facilities and the Private Amenities. Each shall reasonably assist the other in upholding the Community-Wide Standard as it pertains to maintenance and the Architectural Design Guidelines. The Association shall have no power to promulgate use restrictions or rules affecting activities on or use of the Club Facilities Property or the Private Amenities without the prior written consent of the owners of the Club Facilities Property or the Private Amenities affected thereby.

4.12 Possible Acquisition of Club Facilities by Association. As more particularly provided in the Club Membership Plan, the Sponsor/Club Owner has reserved the right to convey the Club Facilities or a portion thereof, as ultimately determined by the Club Owner, to the Association. If the Club Owner determines to convey such property to the Association, the Association will accept such conveyance, as contemplated by the Club Membership Plan. In such event, the dues payable for privileges to use the Club Facilities as then defined will become part of the General Assessment referred to herein. Accordingly, depending on the level of privileges selected by an Owner (if this option is available to Owners), the amount of the General Assessment may vary among Owners notwithstanding anything to the contrary contained herein. In conjunction BOOT RANCI I 36 MASTER DECLARATION

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with the conveyance of the Club Facilities or portion thereof to the Association, the Sponsor shall have the right to amend this Declaration, the Articles and/or the Bylaws to reflect the ownership of such property by the Association and the rights, privileges and obligations of the Club Owner and the Owners with respect thereto.

Club Easement. Sponsor does hereby reserve for the Club Owner, a perpetual, 4.13 alienable and transferable easement over, across and upon each and every Lot, Condominium Unit, and Sunday House, and the Common Area for the purpose of doing every act necessary and appropriate to the use and enjoyment of the Club Facilities (the "Club Easement"), which shall include the recovery of golf balls from any Lot or Condominium Unit or Sunday House, the flight of golf balls over and upon any Lot or Condominium Unit or Sunday House, the noise level created by the playing of golf, golf tournaments, and Club functions and parties, and the activities associated with the operation and maintenance of the Club Facilities. Such Club Easement shall specifically constitute a part of the Club Facilities Property. Without limiting the foregoing, the Club Easement rights include the following: The Club Members shall have an unrestricted easement of access over the (a) Development for the purpose of retrieving golf balls from bodies of water, other than swimming pools, lying reasonably within range of golf balls hit from the Golf Facilities. All golf balls within such bodies of water not immediately retrieved by the owner of such golf balls shall be the property of the Club Owner; The Club Owner, its successors and assigns, shall have a perpetual, (p) nonexclusive easement over, under and upon each and every Lot, Condominium Unit, and Sunday House (but not through any structures thereon), the Common Area, or the Common Property for the purpose of installation, operation, service, repair, replacement, enhancement and maintenance of the Club Facilities, including the installation of recreational and other facilities on, under, over, or within the Club Facilities Property and the use of usual and common equipment for irrigation, maintenance and landscaping thereof. By way of example and not limitation, such easement shall permit, but shall not require, entry into any Lot and/or Condominium Unit and/or Sunday House for the purpose of planting grass, applying fertilizer, mowing and edging and removing any underbrush, trash, debris and trees from the Club Facilities Property; (c) The Club Owner, its successors and assigns, shall have a perpetual, nonexclusive easement over, under and upon the Development to provide for (i) installation, service, repair and maintenance of the equipment and lines required to provide utility services to the Club Facilities Property, including power, lights, telephone, cable television, telecommunications, gas, water, sewer, irrigation and drainage; and (ii) governmental services, including police, fire, health, sanitation and other public service personnel, including reasonable rights of access for persons and equipment necessary for such purposes for the benefit of the appropriate utility companies, agencies, franchises or governmental agencies; The Club Owner, its successors and assigns, including but not limited to the (d) owner of Private Amenities, shall have a perpetual, nonexclusive easement for drainage and flowage of Graywater over, under and upon the Development, including the Lots, Condominium Units, the Sunday Houses, the Common Area, and the Common Property, 37 BOOT RANCH MASTER DECLARATION

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including reasonable rights of access for persons and equipment to construct, install, maintain, alter, inspect, remove, relocate and repair drainage facilities, culverts, swales, pumps, canals, electrical boxes, flowage pipes and irrigation pipes. Additionally, the Club Owner shall have a perpetual, nonexclusive easement for drainage, stormwater collection, retention and detention over, upon and within the Development and all drainage and stormwater facilities serving the Development, and use of all drainage and storm water easements shown on each Plat or otherwise reserved, declared or created pursuant to this Master Declaration. Notwithstanding anything herein contained to the contrary, all such easements granted pursuant to this Section shall be consistent and in accordance with Applicable Law; The Club Members (regardless of whether such persons are Owners (e) hereunder), their successors and assigns, shall at all times have a perpetual, nonexclusive, unrestricted easement for pedestrian, vehicular, golf cart, construction, service and maintenance vehicle traffic for access and use over, alongside and through all streets, roadways, paths, and entry and exit gates located within the Development as reasonably necessary to make use of or maintain or access the Club Facilities. Without limiting the generality of the foregoing, the Club Members shall have the right to enter and exit the Development through the entry and exit gates located within the Development, to use the pedestrian and golf cart paths located throughout the Development, and to park their vehicles on and alongside the streets and roadways located within the Development, seven (7) days a week and fifty-two (52) weeks a year, including all holidays, at reasonable times before, during and after the operating hours of the Club, tournaments on the Club Facilities Property, and various other functions and parties held at the Development. The Association shall not impose upon any Club Member a fee or other requirement to exercise a Club Member's rights under this subsection, except for such requirements as Club Owner desires to impose upon the Club Members (e.g., identification) and unless as otherwise set forth in a Recorded instrument executed by the Club Owner; The Club Facilities may include an extensive system of equestrian trails on (f) which horses have the right of way. Bicycles, walkers or runners may use the equestrian trails in accordance with the rules of use established by the Club Owner, however, any trail user shall defer to horseback riders at all times. To the extent such paths and/or trails are not located on the Club Facilities, the Sponsor hereby reserves for itself and the Club Owner, a nonexclusive easement on, over, under and across the Development, as reasonably necessary for the installation, maintenance, repair, replacement, reconstruction, use and enjoyment of such paths and/or trails; provided however, no path or trail may encroach onto any Lot more than three (3) feet nor onto any Common Area or Common Property (excluding the private streets) more than ten (10) feet. Except as provided to the contrary in any Cost and Use Sharing Agreement between the Association and the Club Owner, the Club Owner shall be responsible for maintaining such paths and trails at its sole cost and expense, including those portions which are located on a private street, a Lot, or Common Area; The Club Owner shall have an perpetual, nonexclusive easement over, under (g) and upon the Development for errant golf balls, projectiles, Graywater, grass cuttings, landscape clippings, herbicides, pesticides, herbicides, chemicals, and fertilizer from the Club 38 AUS536483806v9 - 162171.010100

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Facilities that may enter upon, cross, or impact the Development, including each of the Lots, Condominium Units, Sunday Houses, Common Area, and Common Property (the "Golf Projectile Easement"); (h) UNDER NO CIRCUMSTANCES SHALL THE RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING OUT OF OR RESULTING FROM THE EXERCISE OF THE CLUB ENCROACHMENT EASEMENT, THE CLUB EASEMENT, AND THE GOLF PROJECTILE EASEMENT; and Notwithstanding that one or more lakes or other retention areas located on, (i) under, or within the Development may be constructed for the sole purpose of retaining and providing irrigation water for the Common Area or the Common Property, the Club Owner, its successors and assigns, shall have a perpetual, nonexclusive easement on, under, or within the Development for the purpose of taking, using, and/or withdrawing water from any or all of the lakes and other retention areas located on, under, or within the Development in quantities adequate to meet the current needs of the Club and the Club Facilities (plus any additional quantities adequate to meet any expanded needs of the Club or the Club Owner) to irrigate, construct, and/or maintain the Club Facilities. The Club or Club Owner shall not be required to pay any cost or expense related to the exercise of its rights and easements as set forth herein. Each Owner and Occupant acknowledges and agrees that the exercise of the Club or the Club Owners of its rights as set forth herein may result in or cause the water levels in the lakes and retention areas located on, under, or within the Development to fluctuate upwards and downwards, and that that no representation has been made by the Sponsor, its respective officers, directors, employees, and agents, nor the Club Owner, that the water level in any portion of the lakes and other retention areas shall be maintained at a certain level. Each Owner agrees not to interfere with the Club Owner's exercise of its rights and easements as set forth herein, nor to commence any cause of action or other proceeding against the Sponsor, its respective officers, directors, employees, and agents, nor the Club Owner, its respective officers, directors, employees, and agents, related to the Club Owner's exercise of its rights and easements as set forth herein. In the event the water levels within the lakes and other retention areas located on, under, or within the Development are insufficient to irrigate, construct, and/or maintain the Club Facilities, then, subject to applicable governmental permits and requirements, the Club Owner shall have first priority to use any water from the lakes and retention areas to irrigate, construct, and/or maintain the Club Facilities, the Association shall have second priority to use any water from the lakes and retention areas to irrigate, construct, and/or maintain the Common Area and any other areas which the Association maintains that are not a part of the Club Facilities, and the Sunday House Association and the Owners of Sunday House Interests shall have third priority to use any water from the lakes and retention areas to irrigate, construct, and/or maintain the Common Property and any other area that the Sunday House Association maintains that is not a part of the Club Facilities or the Common Area.

Easement for Unintended Club Encroachments. To the extent that any Club 4.14 Facilities or any other Improvements owned, leased, or managed by the Club Owner, including but not limited to cart paths, fairways, roughs, greens, tees, bunkers, traps, lakes, hazards, water features, waste areas, half way stations, club house facilities, maintenance facilities, driveways, irrigation 39 AUS536483806v9 - 162171.010100

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facilities, utility facilities, underground pipelines and conduits, drainage structures, surface water runoff or any other golf structure or Improvement as originally constructed or operated, encroaches upon any Lot, Condominium Unit, Sunday House, Common Area, or Common Property, it shall be deemed that the Owner of such Lot or Condominium Unit or Sunday House, or the Association, or the Sunday House Association, as applicable, has granted a perpetual, alienable and transferable easement to the Club Owner for the continuing maintenance and use of such encroaching Improvement, structure or impact (the "Club Encroachment Easement"). The Club Encroachment Easement shall further apply to any replacements or enhancements of such Improvements or structures if the same are constructed in substantial conformity with the original structure or Improvement.

ARTICLE 5 INSURANCE 5.01 Insurance. Each Owner will be required to purchase and maintain commercially standard insurance on the Improvements located upon such Owner's Lot or Condominium Unit or Sunday House. The Association will not maintain insurance on the Improvements constructed upon any Lot or Condominium Unit or Sunday House. The Association may, however, obtain such other insurance as it may deem necessary, including but not limited to such policies of liability and property damage insurance as the Board, in its discretion, may deem necessary. Insurance premiums for such policies will be a common expense to be included in the Assessments levied by the Association. The acquisition of insurance by the Association will be without prejudice to the right and obligation of any Owner to obtain additional individual insurance 5.02

Association Insurance.

Required Coverages. The Association, acting through its Board or its duly authorized (a) agent, shall obtain and continue in effect the following types of insurance, if reasonably available, or if not reasonably available, the most nearly equivalent coverages as are reasonably available: Blanket property insurance covering "risks of direct physical loss" on (i) a "special form" basis (or comparable coverage by whatever name denominated) for all insurable improvements on the Common Area, if any, and on other portions of the Area of Common Responsibility to the extent that it has assumed responsibility for maintenance, repair and/or replacement in the event of a casualty. If such coverage is not generally available at reasonable cost, then "broad form" coverage may be substituted. The Association shall have the authority to and interest in insuring any property for which it has maintenance or repair responsibility, regardless of ownership. All property insurance policies obtained by the Association shall have policy limits sufficient to cover the full replacement cost of the insured improvements; Commercial general liability insurance on the Area of Common (ii) Responsibility, insuring the Association and its Members for damage or injury caused by the negligence of the Association or any of its Members, employees, agents, or contractors while acting on its behalf. If generally available at reasonable cost, the commercial general liability coverage (including primary and any umbrella coverage) shall have a limit of at least one million dollars ($1,000,000) per occurrence with BOOT RANCI I 40 MASTER DECLARATION

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respect to bodily injury, personal injury, and property damage, provided should additional coverage and higher limits be available at reasonable cost which a reasonably prudent person would obtain, the Association shall obtain such additional coverages or limits; Workers compensation insurance and employers liability insurance, if and to the extent required by law; (iv)

Directors and officers liability coverage; and

(v) Such additional insurance as the Board, in its best business judgment, determines advisable, which may include without limitation flood insurance, fidelity insurance covering Persons responsible for the Association funds, and property insurance on insurable improvements.

Premiums for all insurance on the Area of Common Responsibility shall be Common Expenses and shall be included in the General Assessment, except that (i) premiums for property insurance obtained on behalf of a Special Common Area shall be charged to the Owners of Lots, Condominium Units, or Sunday House Interests to which such Special Common Area is assigned as a Special Common Area Assessment, unless the Board of Directors reasonably determines that other treatment of the premiums is more appropriate.

Policy Requirements. The Association shall arrange for an annual review of (b) the sufficiency of insurance coverage by one or more qualified Persons, at least one of whom must be familiar with insurable replacement costs in the Texas hill country area. All Association policies shall provide for a certificate of insurance to be furnished to the Association and to each Member insured upon such Member's written request. The policies may contain a reasonable deductible and the amount thereof shall not be subtracted from the face amount of the policy in determining whether the policy limits satisfy the requirements of Section 5.02 (a). In the event of an insured loss, the deductible shall be treated as a Common Expense or a Special Common Area expense in the same manner as the premiums for the applicable insurance coverage. However, if the Board reasonably determines, after notice and an opportunity to be heard in accordance with the Bylaws, that the loss is the result of the negligence or willful misconduct of one or more Owners, their guests, invitees, or lessees, then the Board may specifically assess the full amount of such deductible against such Owner(s) and their Lot or Condominium Unit or Sunday House Interests pursuant to Section 8.07. (c)

All insurance coverage obtained by the Board shall:

be written with a company authorized to do business in the State of (i) Texas which satisfies the requirements of the Federal National Mortgage Association, or such other secondary mortgage market agencies or federal agencies as the Board deems appropriate; be written in the name of the Association as trustee for the benefited parties. Policies on the Common Areas shall be for the benefit of the Association and its Members. Policies secured on behalf of a Special Common Area shall be for 41 AUS536483806v9 - 162171.010100

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the benefit of the Owners of Lots, Condominium Units, or Sunday House Interests to which such Special Common Area is assigned and their Mortgagees, as their interests may appear; not be brought into contribution with insurance purchased by (iii) Owners, occupants, or their Mortgagees individually; (iv)

contain an inflation guard endorsement; and

(v) include an agreed amount endorsement, if the policy contains a coinsurance clause.

In addition, the Board shall use reasonable efforts to secure insurance (d) policies which list the Owners as additional insureds and provide: (i) a waiver of subrogation as to any claims against the Association's Board, officers, employees, and its manager, the Owners and their tenants, servants, agents, and guests; a waiver of the insurer's rights to repair and reconstruct instead of paying cash; an endorsement precluding cancellation, invalidation, suspension, or non-renewal by the insurer on account of any one or more individual Owners, or on account of any curable defect or violation without prior written demand to the Association to cure the defect or violation and allowance of a reasonable time to cure; an endorsement excluding Owners' individual policies (iv) consideration under any "other insurance" clause;

from

an endorsement requiring at least thirty (30) days' prior written notice (v) to the Association of any cancellation, substantial modification, or non-renewal; (vi)

a cross-liability provision; and

(vii) a provision vesting in the Board exclusive authority to adjust losses; provided however, no Mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related to the loss.

5.03 Restoration Requirements. In the event of any fire or other casualty, the Owner will either: (a) unless otherwise approved by the ARB, promptly commence the repair, restoration and replacement of any damaged or destroyed Improvements to their same exterior condition which existed prior to the damage or destruction thereof within one hundred and eighty (180) days after the occurrence of such damage or destruction, and thereafter prosecute the same to completion; or (b) in the case of substantial or total damage or destruction of any Improvement, remove all such damaged Improvements and debris from the Development within sixty (60) days after the occurrence of such damage. Unless otherwise approved by the ARB, any repair, restoration or 42 AUS536483806v9 - 162171.010100

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replacement will be commenced and completed in a good and workmanlike manner using exterior materials substantially the same as those originally used in the Improvements which have been damaged or destroyed, as determined by the ARB, in its sole and absolute discretion. To the extent that the Owner fails to commence repair, restoration, replacement, or the removal of debris, within the time period required in this Section 5.03, the Association may commence, complete or effect such repair, restoration, replacement or clean-up, and the costs incurred by the Association will be levied as an Specific Assessment against such Owner's Lot or Condominium Unit or Sunday House Interest; provided, however, that if the Owner is prohibited or delayed by Applicable Law from commencing such repair, restoration, replacement or clean-up, the rights of the Association under this provision will not arise until the expiration of thirty (30) days after such prohibition or delay is removed. If the Owner fails to pay such cost upon demand by the Association, the cost thereof (plus interest from the date of demand until paid at the maximum lawful rate, or if there is no such maximum lawful rate, than at the rate of one and one-half percent (112/ %) per month) will be levied as an Specific Assessment chargeable to the Owner's Lot or Condominium Unit or Sunday House Interest. EACH OWNER HEREBY RELEASES AND HOLDS HARMLESS THE ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION INCURRED OR THAT MAY ARISE BY REASON OF THE ASSOCIATION'S ACTS OR ACTIVITIES UNDER THIS SECTION 5.03, EXCEPT FOR SUCH COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR COST OF ACTION ARISING BY REASON OF THE ASSOCIATION'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. "GROSS NEGLIGENCE" AS USED HEREIN DOES NOT INCLUDE OR SIMILAR CONTRIBUTORY NEGLIGENCE SIMPLE NEGLIGENCE, NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE. 5.04 Restoration - Mechanic's and Materialmen's Lien. Each Owner whose structure is repaired, restored, replaced or cleaned-up by the Association pursuant to the rights granted under this Article 5, hereby grants to the Association an express mechanic's and materialmen's lien for the reasonable cost of such repair, restoration, replacement or clean-up of the damaged or destroyed Improvement to the extent that the cost of such repair, restoration, replacement, or clean-up exceeds any insurance proceeds allocable to such repair, restoration, replacement, or clean-up which are delivered to the Association. Upon request by the Board, and before the commencement of any reconstruction, repair, restoration, replacement, or clean-up such Owner will execute all documents sufficient to effectuate such mechanic's and materialmen's lien in favor of the Association.

ARTICLE 6 COVENANT FOR ASSESSMENTS 6.01

Assessments.

Established by Board. Assessments established by the Board pursuant to the (a) provisions of this Article 6 will be levied against each Lot and Condominium Unit and Sunday House Interest in amounts determined pursuant to Section 6.09 below. The total amount of Assessments will be determined by the Board in accordance with the terms of this Article 6. (b) Personal Obligation; Lien. Each Assessment, together with such interest thereon and costs of collection as hereinafter provided, will be the personal obligation of the BOOT R.ANCI I 43 MASTER DECLARATION

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Owner of the Lot or Condominium Unit or Sunday House Interest against which the Assessment is levied and will be secured by a lien hereby granted and conveyed to the Association against each such Lot, Condominium Unit, or Sunday House Interest, and all Improvements located thereon (such lien, with respect to any Lot or Condominium Unit or Sunday House Interest not in existence on the date hereof, will be deemed granted and conveyed at the time that such Lot or Condominium Unit or Sunday House Interest is created). The Association may enforce payment of such Assessments in accordance with the provisions of this Article. (c) Collection by Sub-Associations. Unless the Association elects otherwise (which election may be made at any time), the Sunday House Association will collect all Assessments levied pursuant to this Master Declaration from all Owners of a Sunday House Interest. The Sunday House Association will promptly remit all Assessments collected from the Owners of a Sunday House Interest to the Association. If the Sunday House Association fails to timely collect any portion of the Assessments due from the Owner of the Sunday House Interests, then the Association may collect such Assessments allocated to the Sunday House Interests on its own behalf and enforce its lien against the Sunday House Interest without joinder of the Sunday House Association. The Sunday House Association's right to collect Assessments on behalf of the Sunday House Association is a license from the Association which may be revoked by written instrument at any time, and from time to time, at the sole and absolute discretion of the Board. In addition, unless the Association elects otherwise (which election may be made at any time), each residential condominium association established by a condominium regime imposed upon all or a portion of the Development Area will collect all Assessments levied pursuant to this Master Declaration from Condominium Unit Owners within such condominium regime. The condominium association will promptly remit all Assessments collected from Condominium Unit Owners to the Association. If the condominium association fails to timely collect any portion of the Assessments due from the Owner of the Condominium Unit, then the Association may collect such Assessments allocated to the Condominium Unit on its own behalf and enforce its lien against the Condominium Unit without joinder of the condominium association. The condominium association's right to collect Assessments on behalf of the Association is a license from the Association which may be revoked by written instrument at any time, and from time to time, at the sole and absolute discretion of the Board. (d) Sponsor Subsidy. Sponsor may, but is not obligated to, reduce Assessments which would otherwise be levied against Lots and Condominium Units or Sunday House Interests for any fiscal year by the payment of a subsidy to the Association. Any subsidy paid to the Association by Sponsor may be treated as a contribution or a loan, in Sponsor's sole and absolute discretion. The payment of a subsidy in any given year will not obligate Sponsor to continue payment of a subsidy to the Association in future years.

6.02 Maintenance Fund. The Board will establish a maintenance fund into which will be deposited all monies paid to the Association and from which disbursements will be made in performing the functions of the Association under this Master Declaration. The funds of the Association may be used for any purpose authorized by the Documents and Applicable Law. 6.03 General Assessments. Prior to the beginning of each fiscal year, the Board will prepare a budget for the purpose of determining amounts sufficient to pay the estimated net Boar RANCH 44 MASTER DECLARATION A US536483806v9 - 162171.010100

expenses of the Association (the "General Assessments") which sets forth: (a) an estimate of expenses to be incurred by the Association during such year in performing its functions and exercising its powers under this Master Declaration, including, but not limited to, the cost of all management, repair and maintenance, the cost of providing street and other lighting, the cost of administering and enforcing the Documents; and (b) an estimate the amount needed to maintain a reasonable provision for contingencies and an appropriate replacement reserve, but excluding (c) the operation, maintenance, repair and management costs and expenses associated with any Service Area and Special Common Area. General Assessments sufficient to pay such estimated net expenses will then be levied at the level set by the Board in its sole and absolute discretion, and the Board's determination will be final and binding. If the sums collected prove inadequate for any reason, including nonpayment of any Assessment by an Owner, the Association may at any time, and from time to time, levy further General Assessments in the same manner. All such General Assessments will be due and payable to the Association at the beginning of the fiscal year or during the fiscal year in equal monthly installments on or before the first day of each month, or in such other manner as the Board may designate in its sole and absolute discretion.

6.04 Special Assessments. In addition to the General Assessments provided for above, the Board may levy special assessments (the "Special Assessments") whenever, in the Board's sole opinion, such Special Assessments are necessary to enable the Board to carry out the functions of the Association under the Documents. The amount of any Special Assessments will be at the sole discretion of the Board. In addition to the Special Assessments authorized above, the Association may, in any fiscal year, levy a Special Assessment for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area or Special Common Area. Any Special Assessment levied by the Association for the purpose of defraying, in whole or in part, costs of any construction, reconstruction, repair or replacement of capital improvement upon the Common Area will be levied against all Owners based on Assessment Units. Any Special Assessments levied by the Association for the purpose of defraying in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon any Special Common Area will be levied against all Owners who have been assigned the obligation to pay Special Common Area Assessments based on Assessment Units.

All Special Assessments will be due and payable to the Association at the beginning of the fiscal year or during the fiscal year in equal monthly installments on or before the first day of each month, or in such other manner as the Board may designate in its sole and absolute discretion.

6.05 Special Common Area Assessments. Prior to the beginning of each fiscal year, the Board will prepare a separate budget for the purpose of determining assessment amounts sufficient to pay the estimated expenses to be incurred by the Association to operate, maintain, repair, or manage any Special Common Area (the "Special Common Area Assessments"). The budget will be an estimate of the amount needed to operate, maintain, repair and manage such Special Common Area including a reasonable provision for contingencies and an appropriate replacement reserve. The level of Special Common Area Assessments will be set by the Board in its sole and absolute discretion, and the Board's determination will be final and binding. If the sums collected prove inadequate for any reason, including non-payment of any Assessment by an Owner, the Association may at any time, and from time to time, levy further Special Common Area Assessments in the same manner as aforesaid. All such Special Common Area Assessments will be due and payable to the Association at the beginning of the fiscal year or during the fiscal year in 45 AUS536483806v9 - 162171.010100

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equal monthly installments on or before the first day of each month, or in such other manner as the Board may designate in its sole and absolute discretion.

6.06 Service Area Assessments. Prior to the beginning of each fiscal year, the Board will prepare a separate budget for each Service Area for the purpose of determining assessment amounts sufficient to pay the estimated Service Area Expenses to be incurred by the Association in the coming year (the "Service Area Assessments"). The total amount of Service Area Assessments will be allocated either: (a) equally among Lots or Condominium Units or Sunday Houses within the Service Area; (b) based on Assessment Units assigned to Lots or Condominium Units or Sunday House Interests within the Service Area; or (c) based on the benefit received among all Lots and/or Condominium Units and/or Sunday House Interests in the Service Area. All amounts that the Association collects as Service Area Assessments will be expended solely for the benefit of the Service Area for which they were collected and will be accounted for separately from the Association's general fund.

6.07 Specific Assessments. In addition to any other Assessments, the Board may levy an separate assessment (the "Specific Assessment") against an Owner and the Owner's Lot or Condominium Unit or Sunday House Interest, which may include, but is not limited to: (a) interest, late charges, and collection costs on delinquent Assessments; (b) reimbursement for costs incurred in bringing an Owner or the Owner's Lot or Condominium Unit or Sunday House Interest into compliance with the Documents; (c) fines for violations of the Documents; (d) transfer-related fees and resale certificate fees; (e) fees for estoppel letters and project documents; (f) insurance deductibles; (g) reimbursement for damage or waste caused by willful or negligent acts of the Owner, the Owner's guests, invitees or Occupants of the Owner's Lot or Condominium Unit or Sunday House; (h) common expenses that benefit fewer than all of the Lots or Condominium Units or Sunday Houses, which may be assessed according to benefit received; (i) fines for speeding tickets on the streets or roads within the Development, and (j) fees or charges levied against the Association on a per-Lot or per-Condominium Unit or per-Sunday House Interest basis.

6.08 Working Capital Assessment. Each Owner (other than Sponsor) will pay a onetime working capital assessment (the "Working Capital Assessment") to the Association in such amount, if any, as may be determined by the Sponsor, until expiration or termination of the Development Period, and by the Board thereafter. The Working Capital Assessment hereunder will be due and payable to the Association immediately upon each transfer of title to the Lot or Condominium Unit or Sunday House Interest, including upon transfer of title from one Owner of such Lot or Condominium Unit or Sunday House Interest to any subsequent purchaser or transferee thereof. Such Working Capital Assessment need not be uniform among all Lots or Condominium Units or Sunday House Interests, and the Sponsor or the Board, as applicable, is expressly authorized to levy Working Capital Assessments of varying amounts depending on the size, use and general character of the Lots or Condominium Units or Sunday House Interests then being made subject to such levy. The Association may use the Working Capital Assessments to discharge operating expenses. The levy of any Working Capital Assessment will be effective only upon the Recordation of a written notice, signed by the Sponsor or a duly authorized officer of the Board, as applicable, setting forth the amount of the Working Capital Assessment and the Lots or Condominium Units or Sunday House Interests to which it applies.

Notwithstanding the foregoing provision, the following transfers will not be subject to the Working Capital Assessment: (a) foreclosure of a deed of trust lien, tax lien, or the Association's BOOT RANCII 46 MASTER DECLARATION

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Assessment lien; (b) transfer to, from, or by the Association; (c) voluntary transfer by an Owner to one or more co-Owners, or to the Owner's spouse, child, or parent. Additionally, an Owner who is a Homebuilder; or a Residential Developer will not be subject to the Working Capital Assessment; however, the Working Capital Assessment will be payable by any Owner who acquires a Lot or Condominium Unit from a Homebuilder or Residential Developer for residential living purposes or by any Owner who: (i) acquires a Lot or Condominium Unit and is not in the business of constructing single-family residences for resale to a third party; or (ii) who acquires the Lot or Condominium Unit for any purpose other than constructing a single-family residence thereon for resale to a third party. In the event of any dispute regarding the application of the Working Capital Assessment to a particular Owner, Sponsor, until expiration or termination of the Development Period, and the Board thereafter, will determine application of an exemption in its sole and absolute discretion. The Working Capital Assessment will be in addition to, not in lieu of, any other Assessments levied in accordance with this Article 6 and will not be considered an advance payment of such Assessments. The Sponsor during the Development Period, and the Board thereafter, will have the power to waive the payment of any Working Capital Assessment attributable to a Lot or Condominium Unit or Sunday House Interest (or all Lots and Condominium Units or Sunday House Interests) by the Recordation of a waiver notice or in the Notice of Annexation, which waiver may be temporary or permanent.

6.09

Amount of Assessment.

Assessments to be Levied. The Board will levy Assessments against each (a) "Assessment Unit" (as defined in Section 6.09(6) below). Unless otherwise provided in this Master Declaration, Assessments levied pursuant to Section 6.03, Section 6.04, and Section 6.08 will be levied uniformly against each Assessment Unit. Special Common Area Assessments levied pursuant to Section 6.05 will be levied uniformly against each Assessment Unit allocated to a Lot or Condominium Unit or Sunday House Interest that has been assigned the obligation to pay Special Common Area Assessments for specified Special Common Area. Service Area Assessments levied pursuant to Section 6.06 will be levied either: (a) equally among Lots or Condominium Units or Sunday House Interest within the Service Area; (b) based on Assessment Units assigned to Lots or Condominium Units or Sunday House Interests within the Service Area; or (c) based on the benefit received among all Lots and/or Condominium Units and/or Sunday House Interests within the Service Area. (b) Assessment Unit. Each Residential Lot and Sunday House Interest will constitute one "Assessment Unit" unless otherwise provided in Section 6.09(c). Each Other Lot and Condominium Unit will be allocated that number of "Assessment Units" set forth in the Notice of Annexation attributable to such Other Lot or Condominium Unit. Sponsor will determine such Assessment Units in its sole and absolute discretion. Sponsor's determination regarding the number of Assessment Units applicable to each Other Lot or Condominium Unit will be final, binding and conclusive. The Notice of Annexation may include a provision with an alternative Assessment Unit allocation in the event all or a portion of a Other Lot is submitted to the condominium form of ownership. Sponsor, in its sole and absolute discretion, and a Majority of the Board, after the expiration or termination of the Development Period, may modify and amend (which modification and amendment may be effected after Sponsor's conveyance of any Other Lot or Condominium Unit to any person not affiliated with Sponsor) the number of Assessment Units previously assigned to a 47 AUS536483806v9 - 162171.010100

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Other Lot or Condominium Unit if the actual use of the Other Lot or Condominium Unit or Improvements actually constructed on the Other Lot or Condominium Unit differ from the anticipated use of the Other Lot or Condominium Unit or Improvements contemplated to be constructed thereon at the time of Recording of the Notice of Annexation. In the event of a modification to the Assessment Units allocated to an Other Lot or Condominium Unit, Sponsor or the Board, as applicable, will Record an amended Notice of Annexation setting forth the revised allocation of Assessment Units attributable to the Other Lot or Condominium Unit.

Residential and Sunday House Assessment Allocation. Sponsor, in Sponsor's (c) sole and absolute discretion, may elect to allocate more than one Assessment Unit to a Residential Lot or a Sunday House Interest. An allocation of more than one Assessment Unit to a Residential Lot or a Sunday House Interest must be made in a Notice of Annexation. Sponsor's determination regarding the number of Assessment Units applicable to a Residential Lot or a Sunday House Interest pursuant to this Section 6.09(c) will be final, binding and conclusive.

Sponsor Exemption. Notwithstanding anything in this Master Declaration to (d) the contrary, no Assessments will be levied upon Lots or Condominium Units or Sunday House Interests owned by the Sponsor.

Other Exemptions. Sponsor may, in its sole discretion, elect to: (a) exempt (e) any un-platted or unimproved portion of the Development, Lot or Condominium Unit from Assessments; (b) delay the levy of Assessments against any un-platted, unimproved or improved portion of the Development, Lot or Condominium Unit; (c) reduce the levy of Assessments against any un-platted, unimproved or improved portion of the Development, Lot or Condominium Unit; or (d) for Sunday Houses, delay the levy of any Assessments, reduce the levy of any Assessments, or otherwise exempt a Sunday House or a Sunday House Interest from Assessments. In the event Sponsor elects to delay or reduce Assessments pursuant to this Section, the duration of the delay or the amount of the reduction will be set forth in a Recorded written instrument. Sponsor may terminate, extend or modify any delay or reduction set forth in a previously Recorded instrument by the Recordation of a replacement instrument. Sponsor or the Board may also exempt any portion of the Property which is dedicated and accepted by public authority from Assessments.

Late Charges. If any Assessment is not paid by the due date applicable thereto, the 6.10 Owner responsible for the payment may be required by the Board, at the Board's election at any time and from time to time, to pay a late charge in such amount as the Board may designate, and the late charge (and any reasonable handling costs) will be a charge upon the Lot or Condominium Unit or Sunday House Interest owned by such Owner, collectible in the manner as provided for collection of Assessments, including foreclosure of the lien against such Lot or Condominium Unit or Sunday House Interest; provided, however, such charge will never exceed the maximum charge permitted under Applicable Law. Owner's Personal Obligation for Payment of Assessments. Assessments levied 6.11 as provided for herein will be the personal and individual debt of the Owner of the Lot or Condominium Unit or Sunday House Interest against which are levied such Assessments. No BOOT RANCH 48 MASTER DECLARATION

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Owner may exempt himself from liability for such Assessments. In the event of default in the payment of any such Assessment, the Owner of the Lot or Condominium Unit or Sunday House Interest will be obligated to pay interest on the amount of the Assessment at the highest rate allowed

by Applicable Law (including applicable usury laws) then in effect on the amount of the Assessment from the due date thereof (or if there is no such highest rate, then at the rate of 11/2% per month), together with all costs and expenses of collection, including reasonable attorney's fees.

6.12 Assessment Lien and Foreclosure. The payment of all sums assessed in the manner provided in this Article 6 is, together with late charges as provided in Section 6.10 and interest as provided in Section 6.11 and all costs of collection, including attorney's fees, secured by the continuing Assessment lien granted to the Association pursuant to Section 6.01(b) above, and will bind each Lot and Condominium Unit and Sunday House Interest in the hands of the Owner thereof, and such Owner's heirs, devisees, personal representatives, successors or assigns. The aforesaid lien will be superior to all other liens and charges against such Lot or Condominium Unit or Sunday House Interest, except only for (a) tax and governmental assessment liens; (b) all sums secured by a Recorded first mortgage lien or Recorded first deed of trust lien, to the extent such lien secures sums borrowed for the acquisition or improvement of the Lot or Condominium Unit or Sunday House Interest in question; and (c) home equity loans or home equity lines of credit which are secured by a second mortgage lien or Recorded second deed of trust lien; provided that, in the case of subparagraphs (b) and (c) above, such Mortgage was Recorded, before the delinquent Assessment was due. The Association will have the power to subordinate the aforesaid Assessment lien to any other lien. Such power will be entirely discretionary with the Board, and such subordination may be signed by an authorized officer of the Association. The Association may, at its option and without prejudice to the priority or enforceability of the Assessment lien granted hereunder, prepare a written notice of Assessment lien setting forth the amount of the unpaid indebtedness, the name of the Owner of the Lot or Condominium Unit or Sunday House Interest covered by such lien and a description of the Lot or Condominium Unit or Sunday House Interest.

Such notice may be signed by an authorized officer of the Association and will be Recorded. Each Owner, by accepting a deed or ownership interest to a Lot or Condominium Unit or Sunday House Interest subject to this Master Declaration will be deemed conclusively to have granted a power of sale to the Association to secure and enforce the Assessment lien granted hereunder. The Assessment liens and rights to foreclosure thereof will be in addition to and not in substitution of any other rights and remedies the Association may have pursuant to Applicable Law and under this Master Declaration, including the rights of the Association to institute suit against such Owner personally obligated to pay the Assessment and/or for foreclosure of the aforesaid lien. In any foreclosure proceeding, such Owner will be required to pay the costs, expenses and reasonable attorney's fees incurred. The Association will have the power to bid (in cash or by credit against the amount secured by the lien) on the property at foreclosure or other legal sale and to acquire, hold, lease, mortgage, convey or otherwise deal with the same. Upon the written request of any Mortgagee, the Association will report to said Mortgagee any unpaid Assessments remaining unpaid for longer than sixty (60) days after the same are due. The lien hereunder will not be affected by the sale or transfer of any Lot or Condominium Unit or Sunday House Interest; except, however, that in the event of foreclosure of any lien superior to the Assessment lien, the lien for any Assessments that were due and payable before the foreclosure sale will be extinguished, provided that past-due Assessments will be paid out of the proceeds of such foreclosure sale only to the extent that funds are available after the satisfaction of the indebtedness secured by the Mortgage. The provisions of the preceding sentence will not, however, relieve any subsequent Owner (including any Mortgagee 49 AUS536483806v9 - 162171.010100

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or other purchaser at a foreclosure sale) from paying Assessments becoming due and payable after the foreclosure sale. Upon payment of all sums secured by a lien of the type described in this Section 6.12, the Association will upon the request of the Owner, and at such Owner's cost, execute a release of lien relating to any lien for which written notice has been Recorded as provided above, except in circumstances in which the Association has already foreclosed such lien. Such release may be signed by an authorized officer of the Association and Recorded. In addition to the lien hereby retained, in the event of nonpayment by any Owner of any Assessment and after the lapse of at least twelve (12) days since such payment was due, the Association may, upon five (5) days' prior written notice (which may run concurrently with such 12-day period) to such Owner, in addition to all other rights and remedies available pursuant to Applicable Law, equity or otherwise, terminate, in such manner as the Board deems appropriate, any utility or cable services, provided through the Association and not paid for directly by an Owner or Occupant to the utility or service provider.

Such notice will consist of a separate mailing or hand delivery at least five (5) days prior to a stated date of disconnection, with the title "termination notice" or similar language prominently displayed on the notice. The notice will include the office or street address where the Owner or Occupant can make arrangements for payment of the bill and for reconnection of service. Any utility or cable service will not be disconnected or terminated on a day, or immediately preceding a day, when personnel are not available for the purpose of collection and reconnecting such services. Except as otherwise provided by Applicable Law, the sale or transfer of a Lot or Condominium Unit or Sunday House Interest will not relieve the Owner of such Lot or Condominium Unit or Sunday House Interest or such Owner's transferee from liability for any Assessments thereafter becoming due or from the lien associated therewith. If an Owner conveys its Lot or Condominium Unit or Sunday House Interest and on the date of such conveyance Assessments against the Lot or Condominium Unit or Sunday House Interest remain unpaid, or said Owner owes other sums or fees under this Master Declaration to the Association, the Owner will pay such amounts to the Association out of the sales price of the Lot or Condominium Unit or Sunday House Interest, and such sums will be paid in preference to any other charges against the Lot or Condominium Unit or Sunday House Interest other than liens superior to the Assessment liens and charges in favor of the State of Texas or a political subdivision thereof for taxes on the Lot or Condominium Unit or Sunday House Interest which are due and unpaid. The Owner conveying such Lot or Condominium Unit or Sunday House Interest will remain personally liable for all such sums until the same are fully paid, regardless of whether the transferee of the Lot or Condominium Unit or Sunday House Interest also assumes the obligation to pay such amounts. The Board may adopt an administrative transfer fee to cover the administrative expenses associated with updating the Association's records upon the transfer of a Lot or Condominium Unit or Sunday House Interest to a third party; provided, however, that no administrative transfer fee will be due upon the transfer of a Lot or Condominium Unit or Sunday House Interest from Sponsor to a third party.

Exempt Property. The following area within the Development will be exempt 6.13 from the Assessments provided for in this Article: All area dedicated and accepted by a District or other public authority or (a) governmental entity; (b)

The Common Area and the Special Common Area; and

(c)

Any portion of the Property or Development owned by Sponsor.

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No portion of the Property will be subject to the terms and provisions of this Master Declaration, and no portion of the Property (or any owner thereof) will be obligated to pay Assessments hereunder unless and until such Property has been made subject to the terms of this Master Declaration by the Recording of a Notice of Annexation in accordance with Section 10.05 below.

6.14

Fines and Damages Assessment.

Board Assessment. The Board may assess fines against an Owner for (a) violations of the Documents which have been committed by an Owner, an Occupant or an Owner's or Occupant's guests, agents or invitees pursuant to any fine and enforcement policy adopted by the Board. Any fine and/or charge for damage levied in accordance with this Section 6.14 shall be considered an Specific Assessment pursuant to this Master Declaration. Each day of violation may be considered a separate violation if the violation continues after written notice to the Owner. The Board may assess damage charges against an Owner for pecuniary loss to the Association from property damage or destruction of Common Area, Special Common Area, Service Area, or any Improvements caused by the Owner, the Occupant, or their respective guests, agents, or invitees. The Manager shall have authority to send notices to alleged violators, informing them of their violations and asking them to comply with the Documents and/or informing them of potential or probable fines or damage Assessments. The Board may from time to time adopt a schedule of fines. (b) Lien Created. The payment of each fine and/or damage charge levied by the Board against the Owner of a Lot or Condominium Unit or Sunday House Interest is, together with interest as provided in Section 6.11 hereof and all costs of collection, including attorney's fees as herein provided, secured by the lien granted to the Association pursuant to Section 6.01(b) of this Master Declaration. Unless otherwise provided in this Section 6.14, the fine and/or damage charge shall be considered an Assessment for the purpose of this Article and shall be enforced in accordance with the terms and provisions governing the enforcement of assessments pursuant to this Article 6.

6.15 Community Benefit Fee. The Development is subject to the Community Benefit Fee Declaration which is Recorded by Sponsor to authorize the Association to levy, collect and administer the Community Benefit Fee (as defined in the Community Benefit Fee Declaration) for the purpose of organizing, funding and administering such community-building activities, services, programs and capital improvements and other infrastructure as the Board deems necessary, desirable, and appropriate. Unless excluded under the terms and conditions of the Community Benefit Fee Declaration, the Community Benefit Fee shall be payable by the new Owner to the Association upon each transfer of a Lot or Condominium Unit or Sunday House Interest, the maximum amount of and the other terms and conditions for which are set forth in the Community Benefit Fee Declaration. Each Owner, by accepting an interest in or title to a Lot or Condominium Unit, whether or not it is so expressed in the instrument of conveyance, covenants and agrees to pay the Community Benefit Fee to the Association, which Community Benefit Fee may be levied and secured by the continuing lien on the Lot or Condominium Unit or Sunday House Interest and may be charged and enforced in the same manner as any other Assessment and Assessment lien arising under this Article 6.

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ARTICLE 7 ARCHITECTURAL STANDARDS 7.01 Prohibition of Construction, Alteration and Improvement. No Improvement, or any addition, alteration, improvement, installation, modification, redecoration, or reconstruction thereof may occur unless approved in advance by the ARB. The ARB has the right but not the duty to evaluate every aspect of construction, landscaping, and property use that may adversely affect the general value or appearance of the Development. Improvements constructed or caused to be constructed by the Sponsor shall not be subject to the terms and provisions of this Article 7 and shall not require approval by the ARB. This Article 7 may not be amended without the Sponsor's written consent, so long as the Sponsor owns any property which is subject to this Declaration or which may be unilaterally subjected to this Declaration by the Sponsor.

7.02

Architectural Control.

Architectural Review Board. Responsibility for administration of the (a) Architectural Design Guidelines and review of all applications for construction and modifications under this Chapter shall be handled by the ARB. The ARB may establish and charge reasonable fees, subject to approval of the Board, for review of plans, specifications and other documents and information submitted to it pursuant to the terms of this Master Declaration and may require such fees to be paid in full prior to review of any application.

Such fees may include the reasonable costs incurred in having any application reviewed by other construction professionals. The ARB will not be required to review any plans until a complete submittal package, as required by this Master Declaration and the Architectural Design Guidelines, is assembled and submitted to the ARB. The ARB shall consist of at least three (3), but not more than five (5), persons, who need not be Members of the Association or representatives of Members, and may but need not, include architects, landscape architects, engineers or similar professionals, whose compensation, if any, shall be established from time to time by the Board.

Unless and until such time as a CO has been issued by the appropriate jurisdiction for one hundred percent (100%) of all contemplated Improvements within the Development for which a CO is required, and unless such right is earlier terminated by a Recorded instrument executed by the Sponsor, the Sponsor shall have the exclusive authority to appoint the members of the ARE. Until the expiration or termination of such appointment rights by the Sponsor, neither the Association, the Board, nor a committee appointed by the Association or Board (no matter how the committee is named) may involve itself with the approval of any Improvements. Upon the expiration or termination of such appointment rights by the Sponsor, the Association shall assume and shall have the exclusive authority to appoint the members of the ARB, who shall serve at the pleasure of the Board and may be removed and replaced in the sole discretion of the Board.

Rights Reserved. Each Owner, by accepting an interest in or title to a Lot or (b) Condominium Unit, whether or not it is so expressed in the instrument of conveyance, and the Sunday House Association, covenants and agrees that no Improvements will be started or progressed without the prior written approval of the ARB, which approval may be granted or withheld in its sole discretion. In reviewing and acting on an application for 52 AUS536483806v9 - 162171.010100

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approval, the ARB may act solely in its self-interest and owes no duty to any other person or any organization.

Limits on Liability. The ARB has sole discretion with respect to taste, (c) design, and all standards specified pursuant to this Article 7. The ARB is not responsible for: (a) errors in or omissions from the plans and specifications submitted to the ARB; (b) supervising construction for the Owner's compliance with approved plans and specifications; or (c) the compliance of the Owner's plans and specifications with Applicable Law. 7.03

Architectural Design Guidelines.

Purpose and Requirements. The Architectural Design Guidelines may (a) contain general provisions applicable to the entire Development, as well as specific provisions which vary according to land use and from one portion of the Development to another depending upon the location, unique characteristics, and intended use. For example, by way of illustration but not limitation, the Architectural Design Guidelines may impose stricter requirements on those portions of the Development adjacent to or visible from the Development Water Features, the Club or any Common Areas or Special Common Areas.

In addition, the Architectural Design Guidelines may adopt specific requirements with respect to each Lot, such as specific protocols and designation of nondisturbance areas. An Owner may be charged a reasonable fee for any specific "protocol" for each Lot prepared by the ARB which sets forth the home location, finished floor elevation and approximate finish grades. The Architectural Design Guidelines are intended to provide guidance to Owners and Builders regarding matters of particular concern to the Sponsor and the ARB in considering applications hereunder. The Architectural Design Guidelines are not the exclusive basis for decisions of the ARB and compliance with the Architectural Design Guidelines does not guarantee approval of any application.

Amendments. For so long as the Sponsor retains the right to appoint the (b) members of the ARB pursuant to Section 7.02, the Sponsor shall have sole and full authority to amend the Architectural Design Guidelines, unless such authority is delegated in writing to the ARB. Thereafter, the Board, working with the ARB, shall have sole and full authority to amend the Architectural Design Guidelines, unless such authority is delegated in writing to the ARB. Any amendments to the Architectural Design Guidelines shall be prospective only and shall not apply to require modifications to or removal of structures previously approved once the approved construction or modification has commenced. There shall be no limitation on the scope of amendments to the Architectural Design Guidelines; amendments may remove requirements previously imposed or otherwise make the Architectural Design Guidelines less restrictive. The Sponsor, the Association or the ARB shall make the Architectural Design Guidelines available to Owners and Builders who seek to engage in development or construction within the Development Conflicts. In the event of any conflict between the terms and provisions of (c) the Architectural Design Guidelines and the terms and provisions of this Master Declaration, the terms and provisions of this Master Declaration will control. The ARB will have the authority to adopt such additional or alternate procedural and substantive rules and guidelines not in conflict with this Master Declaration (including, without limitation, the BOOT RANCH 53 MASTER DECLARATION

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imposition of any requirements for a compliance deposit, certificates of compliance or completion relating to any Improvement, and the right to approve in advance any contractor selected for the construction of Improvements), as it may deem necessary or appropriate in connection with the performance of its duties hereunder.

7.04

Procedures.

Submission and Approval. Construction plans and specifications or, when an (a) Owner desires solely to plat, re-subdivide or consolidate Lots or Condominium Units, a proposal for such plat, re-subdivision or consolidation, will be submitted in accordance with the Architectural Design Guidelines, if any, or any additional rules adopted by the ARB together with any review fee which is imposed by the ARB in accordance with Section 7.02(a).

No plat, re-subdivision or consolidation will be made, nor any Improvement placed or allowed on any Lot or Condominium Unit or Sunday House, until the plans and specifications and the Homebuilder and/or contractor which the Owner intends to use to construct the proposed Improvement have been approved in writing by the ARB. As further set forth in Section 7.07 below, the ARB reserves the right to adopt preconditions or requirements for the approval of contractors proposed by the Owner to construct the Improvements. All plans and specifications must be prepared by a licensed architect or other qualified building designer (as determined by the ARB) and must show the nature, kind, shape, color, size, materials, and location of all proposed structures and improvements shall be submitted to the ARB for review and a decision on approval. In addition, information concerning irrigation systems, drainage, lighting, landscaping and other features of proposed construction shall be submitted as applicable and as required by the Architectural Design Guidelines.

The ARB may, in reviewing such plans and specifications consider any information that it deems proper; including, without limitation, any permits, environmental impact statements or percolation tests that may be required by the ARB or any other entity; and quality of workmanship and harmony of external design and location in relation to surrounding structures, topography, vegetation, and finished grade elevation. The ARB may postpone its review of any plans and specifications submitted for approval pending receipt of any information or material which the ARB, in its sole discretion, may require. Site plans must be approved by the ARB prior to the clearing of any Lot or Condominium Unit or Sunday House, or the construction of any Improvements. The ARB may refuse to approve plans and specifications for proposed Improvements, or for the plat, re-subdivision or consolidation of any Lot or Condominium Unit or Sunday House on any grounds that, in the sole and absolute discretion of the ARB, are deemed sufficient, including, but not limited to, purely aesthetic grounds. Each Owner acknowledges that opinions on aesthetic matters are subjective and may vary over time.

Notwithstanding any provision to the contrary in this Master Declaration, the ARB may issue an approval to a Homebuilder for the construction of Improvements based on the review and approval of plan types and adopt a procedure which differs from the procedures for review and approval otherwise set forth in this Master Declaration.

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submission of all information and materials reasonably requested, the applicant may send a written request to the ARB to act on such application and if no response is received within ten (10) business days after receipt of the written request by the ARB, the application shall be deemed approved. However, no approval, whether expressly granted or deemed granted pursuant to the foregoing, shall be inconsistent with the Architectural Design Guidelines unless a variance has been granted in writing by the ARB pursuant to this Article 7.

Notwithstanding the above, the ARB, by resolution, may exempt certain activities from the application and approval requirements of this Article 7, provided such activities are undertaken in strict compliance with the requirements of such resolution.

All appeals of ARB decisions shall be in accordance with the procedure outlined in the Architectural Design Guidelines.

7.05

General Guidelines.

Modifications and Remodeling.

Unless otherwise provided in the (a) Architectural Design Guidelines, an Owner, or in the case of a Sunday House, the Sunday House Association, will have the right to modify, alter, repair, decorate, redecorate, or improve the interior of an Improvement located on the Lot or within the Condominium Unit or Sunday House of such Owner or Sunday House Association, as applicable, provided that such action is not visible from any other portion of the Development or Property.

Building Restrictions. All Improvements and other structures shall be (b) constructed in compliance with Applicable Law. All grading, clearing, construction of impervious surfaces, building, and other construction activity performed on Lots that are subject to the rules, regulations, guidelines, or restrictions of Gillespie County, Texas shall be performed in accordance with (i) such rules, regulations, guidelines and restrictions, (ii) any Plat on record with Gillespie County, Texas, and (iii) the standards set forth in the Architectural Design Guidelines; and (iv) the square footage of impervious surface and cleared land on any Lot shall not exceed the square footage of such impervious surface or cleared land, as the case may be, allocated to such Lot by the ARB or Gillespie County, Texas, which allocated amount has been previously fixed and determined and if applicable.

Prior to any such grading, clearing, construction activity, the Owner of any Lot which is subject to such rules, regulations, guidelines or restrictions shall make such filings, including, without limitation, the filing of a site plan with Gillespie County, Texas, and obtain such authorizations and permits as are required hereunder, and, further, shall receive the prior written approval of the ARB. Those vegetated areas disturbed by construction activity and traffic must be re-vegetated and irrigated to establish growth of native plants and grasses present prior to construction activity and traffic. Any Owner that performs any grading, clearing, construction of impervious surface, or other construction activity in violation of the above or the rules, regulations, guidelines, or restrictions of Gillespie County, Texas, or otherwise violated such rules, regulations, guidelines, or restrictions, shall be liable to the Sponsor for any damages incurred by the Sponsor arising out of such violation and the Sponsor hereby expressly reserves the right to sue any such Owner for monetary damages and for specific performance of the above covenants and restrictions.

Appurtenant Structures. No exterior structure or Improvements shall be (c) placed, erected, or installed upon any Lot or adjacent or appurtenant to any Lot where the 55 AUS536483806v9 - 162171.010100

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purpose of the structure is to service such Lot, except in compliance with this Article 7, unless exempted from the application and approval requirements. (d) Construction Period. The initial construction of all Improvements on a Lot must be commenced within forty-five (45) days of approval of such plans and specifications by the ARB and must be completed within twelve (12) months after the commencement of construction, unless extended by the Board in its sole discretion. All other construction shall be completed within the time limits established by the ARB at the time the project is approved by the ARB. If construction is not commenced or completed in accordance with the time limits set forth herein or as established by the ARB, the Owner will be required to resubmit final plans and specifications or request for a variance to the ARB, and the ARB will have the authority to re-evaluate such plans and specifications in accordance with this Section and may, in addition, consider any change in circumstances which may have occurred since the time of the original approval.

No Waiver of Future Approvals. The approval of the ARB to any plans or (e) specifications for any work done or proposed in connection with any matter requiring the approval or consent of the ARB will not be deemed to constitute a waiver of any right to withhold approval or consent as to any plans and specifications on any other matter, subsequently or additionally submitted for approval by the same or a different person, nor will such approval or consent be deemed to establish a precedent for future approvals by the ARB. (f) Non-Liability of Architectural Review Board. NEITHER THE SPONSOR, THE BOARD, NOR THE ARCHITECTURAL REVIEW BOARD WILL BE LIABLE TO ANY OWNER OR TO ANY OTHER PERSON FOR ANY LOSS, DAMAGE OR INJURY ARISING OUT OF THE PERFORMANCE OF THE ARCHITECTURAL REVIEW BOARD'S DUTIES UNDER THIS MASTER DECLARATION 7.06 Specific Guidelines. In addition to the standards set forth in the Architectural Design Guidelines, each Owner must strictly comply with the following provisions: Exterior Structures and Improvements. Plans and specifications shall be (a) submitted for approval for all exterior Improvements which shall include, but shall not be limited to, staking, clearing, excavation, grading and other site work; initial construction of any dwelling or accessory building; exterior alteration of existing improvements; installation or replacement of basketball hoops; swing sets and similar sports and play equipment; clotheslines; garbage cans; wood piles; swimming pools; gazebos or playhouses; window airconditioning units or fans; hot tubs; solar panels; antennas; satellite dishes or any other apparatus for the transmission or reception of television, radio, satellite, or other signals of any kind; hedges, walls, dog runs, animal pens, or fences of any kind; and artificial vegetation or sculpture; and planting or removal of landscaping materials. Notwithstanding the foregoing, the Sponsor and the Association shall regulate antennas, satellite dishes, or any other apparatus for the transmission or reception of television, radio, satellite or other signals of any kind only in strict compliance with all federal laws and regulations as further set forth in as set forth in any applicable Development Area Declaration.

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(b) Tree Pruning and Removal. Pruning, limbing, or removal of trees and other natural resources as well as the creation of view corridors without the prior written consent of the ARB is prohibited except as permitted by the Architectural Design Guidelines. (c) Lighting. Exterior lighting shall not be visible from the street, Common Area, or another Lot, unless otherwise approved by the ARB. Seasonal decorative lights may be used only pursuant to restrictions set forth in the Documents. (d) Utility Lines. Overhead utility lines are prohibited, including but not limited to lines for cable television, except for temporary lines as required during construction.

Exterior Appearance. Chain link fences are prohibited within the (e) Development. All fences must be approved by the ARB prior to construction, and no fence may be erected that would obstruct any views of right of ways Minimum Dwelling Size. The Architectural Design Guidelines may establish (f) a minimum square footage of enclosed, heated and cooled living space for residential dwellings, which minimum may vary from one Development Area to another as set forth in any applicable Development Area Declaration. Upon written request of an Owner, the ARB may waive the minimum square footage requirement if, in the ARB's sole discretion, the resulting appearance of such residential dwelling will preserve and conform to the overall appearance, scheme, design, value and quality within the Development.

Signs. No sign of any kind shall be erected on or within the Development (g) without the prior written consent of the ARB, except as otherwise set forth in any applicable Development Area Declaration such as signs permitted by Applicable Law. (h)

Residential Structures. All residential structures constructed on a Lot shall:

Establish the minimum first floor for such residence at the same (i) elevation as that of the level of the 100-year flood plain (as designated on the official Gillespie County flood plain maps on file with Gillespie County Planning Department), and be designed and constructed in compliance with the rules and regulations of Gillespie County Texas, related to Floodplain development and construction.

Temporary or Detached Structures. Except as may be permitted by the ARB, (i) no temporary or detached house or dwelling shall be placed or erected on any Lot. 7.07 Qualified Contractor. Only a Homebuilder, contractor or other building professional that has been approved by the ARB may construct Improvements on any Lot (a "Qualified Contractor"). For purposes of approving any building professional as a Qualified Contractor, the ARB shall adopt an application form and a list of criteria that a building professional must meet to be approved by the ARB. Both the application and approval criteria are subject to change from time to time in the sole discretion of the ARB. The ARB shall not consider race, 57 AUS536483806v9 - 162171.010100

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religion, color, sex, age, or national origin in considering whether to approve a building professional as a Qualified Contractor.

7.08 Homebuilder's Responsibility. In the event that any Homebuilder ceases construction on any Improvements located on a Lot for more than thirty (30) days, the Sponsor or the Association shall have the right, but not the obligation, to finish the exterior of any Improvements located on the Lot in a workmanlike manner, as well as the right to maintain the Lot, and any Improvements located thereon, so as to prevent the devaluation of other Lots within the Development. The Sponsor or the Association, as applicable, shall have the right to seek reimbursement from the Homebuilder for any costs or expenses incurred by the Sponsor or the Association for completing the Improvements or maintaining the Lot. Both the Sponsor and the Association may make reasonable efforts, but shall not have the duty, to follow the Homebuilder's construction plans for the residence in completing the Improvements. Should the Homebuilder fail to reimburse the Sponsor or the Association for any costs or expenses incurred by the Sponsor or the Association, the Sponsor or the Association shall have the right to seek any enforcement action permitted under the Documents, including but not limited to enforcement of a lien against such Lot or dwelling. Any Homebuilder, Qualified Contractor or an Owner, or their subcontractors, agents, employees, or other invitees who fail to comply with the terms and provisions of this Article 7 or the Architectural Design Guidelines may be excluded by the Sponsor, the ARB or the Board from the Development, subject to the notice and hearing procedures required by the Documents or Applicable Law. 7.09 Variances. The ARB, in its sole and absolute discretion, may grant variances from compliance with any of the provisions of the Documents. All variances must be evidenced in writing and must also be Recorded; provided, however, that failure to Record a variance will not affect the validity thereof or give rise to any claim or cause of action against the ARB, the Sponsor or the Board. If a variance is granted, no violation of the covenants, conditions, or restrictions contained in the Documents will be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such variance will not operate to waive or amend any of the terms and provisions of the Documents for any purpose, except as to the particular property and in the particular instance covered by the variance, and such variance will not be considered to establish a precedent for any future waiver, modification, or amendment of the terms and provisions of the Documents.

Enforcement. The Sponsor, any member of the ARB, the Association, the Board, 7.10 or the representatives of each shall have the right, during reasonable hours and after reasonable notice, to enter upon any Lot to inspect for the purpose of ascertaining whether any structure or improvement is in violation of this Article 7. Any structure or improvement placed or made in violation of this Chapter shall be deemed to be nonconforming. Upon written request from the Sponsor, the ARB, the Association or the Board, Owners shall, at their own cost and expense, remove such structure or improvement and restore the property to substantially the same condition as existed prior to the nonconforming work. Should an Owner fail to remove and restore as required, the Board may enforce the decisions of the Sponsor and the ARB by any means of enforcement described in this Declaration. In addition, the Sponsor, the Association and the Board shall have the right to enter onto the Lot, remove the violation, and restore the property to substantially the same condition as previously existed. Entry by the Sponsor, the ARB, the Association or the Board or their representatives onto a Lot for the purpose of inspecting or 58 AUS536483806v9 - 162171.010100

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enforcing compliance with this Article 7 shall not constitute a trespass. Neither the ARB, the Association, the Sponsor, nor their members, officers, directors, trustees or representatives shall be held liable to any Person for exercising the rights granted hereunder and the Association shall have the authority and standing to pursue all legal and equitable remedies available to enforce the provisions of this Article 7 and the decisions of the ARB, the Association and the Sponsor.

ARTICLE 8 MORTGAGE PROVISIONS The following provisions are for the benefit of holders, insurers and guarantors of first Mortgages on Lots or Condominium Units or Sunday House Interests within the Development.

The provisions of this Article apply to this Master Declaration and the Bylaws of the Association.

8.01 Notice of Action. An institutional holder, insurer, or guarantor of a first Mortgage which provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the street address of the Lot or Condominium Unit or Sunday House to which its Mortgage relates (thereby becoming an "Eligible Mortgage Holder")), will be entitled to timely written notice of: Any condemnation loss or any casualty loss which affects a material portion (a) of the Development or which affects any Lot or Condominium Unit or Sunday House on which there is an Eligible Mortgage held, insured, or guaranteed by such Eligible Mortgage Holder; or Any delinquency in the payment of assessments or charges owed for a Lot or (b) Condominium Unit subject to the Mortgage of such Eligible Mortgage Holder, where such delinquency has continued for a period of sixty (60) days, or any other violation of the Documents relating to such Lot or Condominium Unit or Sunday House, or the Owner or occupant which is not cured within sixty (60) days after notice by the Association to the Owner of such violation; or (c) Any lapse, cancellation, or material modification of any insurance policy maintained by the Association.

8.02 Examination of Books. The Association will permit Mortgagees to examine the books and records of the Association during normal business hours.

8.03 Taxes, Assessments and Charges. All taxes, assessments and charges that may become liens prior to first lien mortgages under Applicable Law will relate only to the individual Lots or Condominium Units or Sunday House Interests and not to any other portion of the Development.

ARTICLE 9 EASEMENTS 9.01 Reserved Easements. All dedications, limitations, restrictions and reservations shown on any Plat and all grants and dedications of easements, rights-of-way, restrictions and related rights made by Sponsor or any third-party prior to any portion of the Property becoming subject to 59 A US536483806v9 - 162171.010100

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this Master Declaration are incorporated herein by reference and made a part of this Master Declaration for all purposes as if fully set forth herein, and will be construed as being adopted in each and every contract, deed or conveyance executed or to be executed by or on behalf of Sponsor.

Sponsor reserves the right to relocate, make changes in, and additions to said easements, rights-ofway, dedications, limitations, reservations and grants for the purpose of developing the Property and the Development 9.02 Easements of Encroachment. There shall be reciprocal appurtenant easements of encroachment for maintenance and use of any permitted encroachment between adjacent Lots, Condominium Units, and Sunday Houses, and between each Lots, Condominium Units, and Sunday Houses and any adjacent Common Area, due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of these restrictions) to a distance of not more than three (3) feet, as measured from any point on the common boundary along a line perpendicular to such boundary. However, in no event shall an easement for an unintentional encroachment exist if such unintentional encroachment occurred due to willful and knowing conduct on the part of, or with the knowledge and consent of, the Person claiming the benefit of such easement.

9.03

Easements for Utilities, Etc.

There are hereby reserved to the Sponsor, so long as the Sponsor owns any property (a) which is subject to this Declaration or which may be unilaterally subjected to this Declaration by the Sponsor, the Association, and the designees of each (which may include, without limitation, any governmental or quasi-governmental entity and any utility company whether public or private) perpetual non-exclusive easements upon, across, over, and under all of the Development to the extent reasonably necessary for the purpose of installing, constructing, monitoring, replacing, repairing, maintaining, operating and removing cable television systems, master television antenna systems, and other devices for, sending or receiving data and/or other electronic signals; security and similar systems; roads, walkways, pathways and trails; ponds, holding ponds, wetlands, irrigation, and drainage systems; street lights and signage; and all utilities, including, but not limited to, water, sewer, telephone, gas, and electricity, and utility meters; and an easement for access of vehicular and pedestrian traffic over, across, and through the Development, as necessary, to exercise the easements described above. Sponsor specifically grants to the local water supplier, electric company, telephone company, sewage company and natural gas supplier easements across the Development for ingress, egress, installation, reading, replacing, repairing, and maintaining utility lines, meters and boxes, as applicable. (b) There is hereby reserved to the Sponsor, so long as the Sponsor owns any property which is subject to this Declaration or which may be unilaterally subjected to this Declaration by the Sponsor, the non-exclusive right and power to grant such specific easements as may be necessary, in the sole discretion of Sponsor, in connection with the orderly development of the Property or the Development or the Club Facilities. (c) Any damage to a Lot, Condominium Unit, or Sunday House resulting from the exercise of the easements described in subsections (a) and (b) of this Section shall promptly be repaired by, and at the expense of, the Person exercising the easement. The exercise of these easements shall not extend to permitting entry into the structures on any Lot, Condominium Unit, or Sunday House, nor shall it unreasonably interfere with the use of any Lot, Condominium Unit, or BOOT RANCH 60 MASTER DECLARATION

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Sunday House and, except in an emergency, entry onto any Lot, Condominium Unit, or Sunday House shall be made only after reasonable notice to the Owner or Occupant. (d) The Sponsor reserves unto itself the right, in the exercise of its sole discretion, upon the request of any Person holding, or intending to hold, an interest in the Development, or at any other time, (i) to release all or any portion of the Development from the burden, effect, and encumbrance of any of the easements granted or reserved under this Section, or (ii) to define the limits of any such easements.

9.04 Easement for Slope Control, Drainage and Waterway Maintenance. The Sponsor, on behalf of itself and the Association, and their respective successors and assigns, reserves a permanent and perpetual non-exclusive easement over, across, under, through and upon the Development for the purposes of: controlling soil erosion, including grading and planting with vegetation any (a) areas of any Lot, Condominium Unit, or Sunday House which are or may be subject to soil erosion; drainage of natural or man-made water flow and water areas from any (b) portion of the Property; changing, modifying or altering the natural flow of water, water courses or (c) waterways on or adjacent to any Lot, Condominium Unit, or Sunday House, or Common Area; dredging, enlarging, reducing or maintaining any water areas, waterways or (d) holding ponds within the Development; installing such pipes, lines, conduits, or other equipment or facilities as may (e) be necessary for slope control, drainage and waterway maintenance of any portion of the Development; and perpetuating stream setbacks and buffers identified for non-impacted streams (f) permitted under the rules and regulations of Gillespie County, Texas Commission on as Environmental Quality and the U.S. Army Corps of Engineers 9.05 Easements to Serve Additional Property. The Sponsor hereby reserves for itself and its duly authorized agents, representatives, and employees, successors, assigns, licensees, and mortgagees, an easement over the Common Area for the purposes of enjoyment, use, access, and development of the Property, whether or not such property is made subject to this Declaration. This easement includes, but is not limited to, a right of ingress and egress over the Common Area for construction of roads and for connecting and installing utilities on such property. The Sponsor agrees that it and its successors or assigns shall be responsible for any damage caused to the Common Area as a result of vehicular traffic connected with development of such property. The Sponsor further agrees that if the easement is exercised for permanent access to such property and such property or any portion thereof benefiting from such easement is not made subject to this Declaration, the Sponsor, its successors or assigns shall enter into a reasonable agreement with the 61 AUS536483806v9 - 162171.010100

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Association to share the cost of any maintenance which the Association provides to or along any roadway providing access to such property.

9.06

Easements for Entry.

The Association shall have the right, but not the obligation to enter all (a) portions of the Development, including each Lot, Condominium Unit, or Sunday House, for emergency, security, and safety reasons. Such right may be exercised by the authorized agents, employees, officers and managers of the Association, any member of its Board, or committees of the Association. All police officers, fire fighters, ambulance personnel, and similar emergency personnel in the performance of their duties are hereby granted a perpetual easement for entry. Except in emergencies, entry onto a Lot or Condominium Unit or Sunday House shall be only during reasonable hours and after notice to and permission from the Owner. The easements granted in this Section include the right to enter any Lot or Condominium Unit or Sunday House to cure any condition which may increase the risk of fire, immediate danger of personal injury or other hazard if an Owner fails or refuses to cure the condition within a reasonable time after request by the Board, but shall not authorize entry into any dwelling without permission of the Owner, except by emergency personnel acting in their official capacities. Any such entry shall not constitute a trespass. (b) The Sponsor hereby reserves for itself, the Association and the relatives or descendants of any deceased person in any cemetery or burial ground that is located within the boundary of the Development, a nonexclusive, perpetual easement of ingress and egress over such portions of the Common Area which are necessary for access to the cemetery or burial ground.

9.07 Easements for Maintenance and Enforcement. Authorized agents of the Association shall have the right, and a perpetual easement is hereby granted to the Association, to enter all portions of the Development, including each Lot, Condominium Unit, and Sunday House to (i) perform its maintenance responsibilities as required under the Documents, (ii) make inspections to ensure compliance with the Documents, and (iii) to abate or remove, using such measures as may be reasonably necessary, any structure, thing or condition which violates the Documents. To the extent provided at law or in equity, authorized agents of Utility Company shall have the right, and a perpetual easement is hereby granted to Utility Company, to enter all portions of the Development, including each Lot, Condominium Unit, or Sunday House, to inspect, sample and monitor the water provision or sewer collection systems to assure ordinance compliance.

Except in emergencies, entry onto a Lot, Condominium Unit, or Sunday House by Association or Utility Company shall be only during reasonable hours. This easement shall be exercised with a minimum of interference to the quiet enjoyment to Owners' property, and any damage shall be repaired by the Association or Utility Company, as applicable, at its expense. Any such entry by Association or Utility Company shall not constitute a trespass.

9.08 Easements for Landscaping. The Sponsor hereby establishes, grants and otherwise conveys, for the benefit of itself and the Association a nonexclusive easement for landscaping maintenance purposes over those portions for the Lot, Condominium Unit, or Sunday House fronting the streets, roads, rights-of-way and Common Areas within the Development. In accordance with the foregoing, the Association shall have the right, but not the obligation, to install BOOT RANCH 62 MASTER DECLARATION AUS536483806v9 - 162171.010100

landscaping and irrigation facilities in areas designated for such purposes on the plat or any supplemental plat annexing property to the provisions of this Declaration (the "Landscaping Easement"). The Sponsor and the Association shall have the right, but not the obligation, to plant, maintain, and replace landscaping within any portion of the Landscaping Easement as it determines, for any period that it desires. Further, the Sponsor and/or the Association can commence or terminate its landscaping maintenance, for any portion of the Landscaping Easement, as it chooses, and can recommence or cease landscaping maintenance from time to time, in its sole discretion.

During any period the Sponsor or the Association chooses not to maintain the landscaping within all or any portion of the Landscaping Easement, the Owners of such areas shall have the obligation to maintain the landscaping within the Landscaping Easement, in accordance with the CommunityWide standard. Should any Owner fail to maintain the landscaping within the Landscaping Easement, during a period in which the Association is not maintaining such landscaping, the Association shall have the right to enter onto such Owners' property and maintain the landscaping and charge such Owner with the cost of such maintenance.

9.09 Easements for Walks, Trails, Signs and Perimeter Walls. The Sponsor hereby reserves for the benefit of the Sponsor, the Association, and their respective successors and assigns, a nonexclusive easement across those strips of land ten (10) feet in width located along and adjacent to the exterior boundaries of all Lots, Condominium Units, or Sunday Houses, such strips to be bounded by the exterior boundaries adjacent to streets and roads and by lines in the interior of such Lots, Condominium Units, or Sunday Houses which are ten (10) feet from and parallel to such exterior boundaries, for the installation, maintenance, and use of sidewalks, traffic directional signs, entrance monuments and related improvements, provided that the Sponsor shall have no obligation to construct any such improvements. The Sponsor further reserves for benefit of the Sponsor, the Association and their respective successors and assigns, a nonexclusive easement across those strips of land fifteen (15) feet in width located along those boundaries of all Lots, Condominium Units, or Sunday Houses that constitute part of the perimeter boundary of the Development, such easement to be for the purpose of constructing, installing, replacing, repairing and maintaining a perimeter wall or fence around the perimeter boundary of the Development, provided that neither the Sponsor nor the Association shall have any obligation to construct any such perimeter wall or fence.

9.10 Lateral Support. Every portion of the Common Area, every Lot, Condominium Unit, or Sunday House, and any improvement which contributes to the lateral support of another portion of the Common Area or of another Lot, Condominium Unit, or Sunday House shall be burdened with an easement for lateral support, and each shall also have the right to lateral support which shall be appurtenant to and pass with title to such property.

9.11 Liability for Use of Easements. No Owner shall have a claim or cause of action Sponsor, its successors or assigns, arising out of the exercise or non-exercise of any against the easement reserved hereunder or shown on any subdivision plat for the Development, except in cases of willful or wanton misconduct.

Easement for Special Events. The Sponsor hereby reserves for itself, its 9.12 successors, assigns and designees a perpetual, non-exclusive easement over the Common Area for the purpose of conducting educational, cultural, entertainment, or sporting events, and other activities of general community interest, at such locations and times as the Sponsor, in its sole discretion, deems appropriate. Each Owner, by accepting a deed or other instrument conveying any interest in a Lot, Condominium Unit, and Sunday House, acknowledges and agrees that the exercise BOOT RANCI I 63 MASTER DECLARATION

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of this easement may result in a temporary increase in traffic, noise, gathering of crowds, and related inconveniences, and each Owner agrees on behalf of itself and the occupants of its Lot or Condominium Unit or Sunday House to take no action, legal or otherwise, which would interfere with the exercise of such easement or to recover damages for or as the result of any such activities.

9.13 Easement for Environmental Hazards. To secure the natural beauty of the Development, the Sponsor, its successors or assigns may promulgate and amend from time to time rules and regulations which shall govern activities which may, in its judgment, be environmentally hazardous, such as the application of fertilizers and pesticides and other chemicals. Failure of any Owner or Occupant in the Development to comply with the requirements of such rules and regulations shall constitute a breach hereof. The Sponsor hereby reserves unto itself, its successors, assigns, and agents a perpetual, alienable and releasable easement and right on, over and under all the Development for the purpose of taking any action necessary to effect compliance with such environmental rules and regulations. The cost of such action by the Sponsor shall be paid by the respective Owner(s) of the portion of the Development upon which the work is performed.

Easements for Private Amenities. The Sponsor reserves, creates, establishes, 9.14 promulgates and declares for the owners of any Private Amenity the following non-exclusive, perpetual, reciprocal, appurtenant easements which shall benefit the Private Amenity. (a) There is hereby established for the benefit of the Club Facilities Property and the members (regardless of whether such members are Owners hereunder), guests, invitees, employees, agents, contractors, and designees of the Club, a right and nonexclusive permanent easement to permit the doing of every act necessary and usual to the playing of golf on the Club Facilities Property and to permit the doing of every act necessary and usual to operate and maintain the Club Facilities and the Club Facilities Property. These acts shall include, but not be limited to the following: Operation of lighting facilities for operation of the Club and other (1) recreational facilities during hours of darkness, and the creation of usual and common noise levels associated with such recreational activities; Operation of golf carts and maintenance vehicles; (iii) Creation of noise related to the normal maintenance and operation of the Club Facilities, including, but not limited to, the operation of mowing and spraying equipment. Such noise may occur throughout the day from early morning until late evening; (iv) Creation of the usual and common noise level associated with the playing of the game of golf; (v) The spray of herbicides, fungicides, pesticides, fertilizers, chemicals and water over the Club Facilities Property; and All such other common and usual activities associated with the game (vi) of golf and all such other normal and usual activities associated with the operation and maintenance of the Club Facilities Property.

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(b) Every Lot, Condominium Unit, or Sunday House and the Common Area and the common property of any property owners association adjacent to any Private Amenity are burdened with an easement permitting golf balls unintentionally to come upon such Common Area, Lot, Condominium Unit, or Sunday House, or common property of a Neighborhood and for golfers at reasonable times and in a reasonable manner to come upon the Common Area, Lots, Condominium Units, or Sunday Houses, or common property of a Neighborhood to retrieve errant golf balls. The existence of this easement shall not relieve golfers of liability for damage caused by errant golf balls. Under no circumstances shall any of the following Persons be held liable for any damage or injury resulting from any activity relating to a Private Amenity, including but not limited to, any errant golf balls or the exercise of this easement: the Sponsor, or any successor Sponsor; the Association or its Members (in their capacity as such); the owner(s) of the Private Amenities or their successors, successors-in-title, or assigns; any Homebuilder or contractor (in their capacities as such); any officer, director, member, manager, or partner of any of the foregoing, or any officer, director, member or manager of any partner of any of the foregoing (c) The Club Owner, and its successors and assigns, shall have a perpetual, exclusive easement of access over the Development for the purpose of retrieving golf balls from bodies of water within the Common Area. (d) The owner of any Private Amenity within or adjacent to any portion of the Development, its agents, successors and assigns, shall at all times have a right and nonexclusive easement of access and use over those portions of the Common Area reasonably necessary to the operation, maintenance, repair and replacement of the Private Amenity. (e) There is hereby established for the benefit of the Private Amenities and their members (regardless of whether such members are Owners hereunder), guests, invitees, employees, agents, vendors, contractors, and designees, a right and nonexclusive easement of access and use over the Private Streets and Common Areas located within the Development reasonably necessary to travel between the entrance to the Development and the Private Amenities and over those portions of the Development (whether Common Area or otherwise) reasonably necessary to the operation, maintenance, repair, and replacement of the Private Amenities. Without limiting the generality of the foregoing, members of the Private Amenities and guests and invitees of the Private Amenities shall have the right to park their vehicles on the roadways located within the Development at reasonable times before, during, and after special events, tournaments and other similar functions held by or at the Private Amenities to the extent that the Private Amenities have insufficient parking to accommodate such vehicles Any portion of the Development immediately adjacent to the Private (f) Amenities are hereby burdened with a non-exclusive easement in favor of the adjacent Private Amenities for overspray of (i) water from the irrigation system serving the Private Amenities, and (ii) pesticides, herbicides, fungicides, chemicals and fertilizer. Under no circumstances shall the Association or the owner(s) of the Private Amenities be held liable for any damage or injury resulting from such overspray or the exercise of this easement.

The Sponsor hereby reserves for itself, its successors and assigns, and may (g) assign to the owner(s) of the Private Amenities, an easement and all rights to draw water 65 AUS536483806v9 - 162171 010100

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from the Development Water Features within or adjacent to the Development for purposes of irrigation of the Private Amenities and for access to and the right to enter upon the Development Water Features within or adjacent to the Development, if any, for installation and maintenance of any irrigation systems The owner(s) of the Private Amenities shall have easements for erecting a (h) reasonable number of temporary and permanent directional signs (the "Private Amenity Signs") to provide guidance to the public to the Private Amenities ("Private Amenity Sign Easement"). The owner(s) of the Private Amenities shall propose the number, style and locations of the Private Amenity Signs to be erected after the date hereof, which proposal shall be subject to the prior written approval of the ARB. The ARB's approval shall not be unreasonably withheld or delayed, and, the ARB may not withhold its consent to the extent that the Private Amenity Signs proposed (i) are of a size and style consistent with Sponsor's signage for the Development or any portion thereof; (ii) do not unreasonably interfere with Sponsor's development and marketing of the Development; (iii) comply with Applicable Law; and (iv) comply with the Architectural Design Guidelines. At minimum, the owner(s) of the Private Amenities shall be entitled to place primacy Private Amenity Signs at locations adjacent to the main entrance to the Development and the main entrance to the Private Amenities, which shall be fully visible to traffic flowing in both directions along roads accessing the main entrances. Notwithstanding the foregoing, the Sponsor shall be entitled from time to time to request that the owner of the Private Amenity relocate one (1) or more of the Private Amenity Signs to accommodate any changes which may from time to time occur in the Sponsor's development plans for the Development, and such owner may not withhold or delay consent to the request if the Sponsor proposes a relocation site of equal quality to the location of any Private Amenity Sign as of that time. The owner of the Private Amenity shall install and maintain all its Private Amenity Signs located in the Private Amenity Sign Easement.

Any Private Amenity may include an extensive system of paths for use by (i) pedestrians, golf carts and maintenance vehicles. The Club Facilities may also include an extensive system of equestrian trails on which horses have the complete right of way, Bicycles, walkers or runners may use the equestrian trails in accordance with the rules of use established by the Club Owner, however, any trail user shall defer to horseback riders at all times. To the extent such paths and/or trails are not located on the Private Amenity, the Sponsor hereby reserves a nonexclusive easement appurtenant to the Private Amenity on, over, under and across the Development, as reasonably necessary for the installation, maintenance, repair, replacement, reconstruction, use and enjoyment of such paths and/or trails; provided however, no path or trail may encroach onto any Lot or Condominium Unit or Sunday House more than three (3) feet nor onto any Common Area (excluding the private streets) more than ten (10) feet. Except as provided to the contrary in any Cost Sharing Agreement between the Association and the Owner of a Private Amenity, the owner(s) of the Private Amenities shall be solely responsible for maintaining such paths at its sole cost and expense, including those portions which are located on a private street, a Lot or Condominium Unit or Sunday House, or Common Area. The aforesaid easements are reserved for the benefit of the owner(s) of the Private Amenities, and their respective employees, contractors, managers, agents, vendors, licensees, invitees, successors, assigns and grantees and shall be appurtenant to the Private Amenity.

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(j) The Sponsor reserves the right to grant the owner of any Private Amenity temporary and/or permanent easements through the Common Areas to the extent necessary, as determined by the Sponsor, for construction, maintenance, drainage and utilities to the Private Amenity.

9.15 Non-Merger. Notwithstanding the fact that the Sponsor owned and is currently an owner of the Development, it is the express intention of the Sponsor that the easements set forth herein established for the benefit of the Development and Owners shall not merge into the fee simple estate of individual lots conveyed by the Sponsor or its successor, but that the estates of the Sponsor and individual Lot owners shall remain as separate and distinct estates. Any conveyance of all or a portion of the Development shall be subject to the terms and provisions of this Declaration, regardless of whether the instrument of conveyance refers to this Declaration.

9.16 Grants. The parties hereby declare that this Declaration, and the easements created hereunder shall be and constitute covenants running with the fee simple estate of the Development.

The grants of easements in this Declaration are independent of any covenants and contractual agreements undertaken by the parties in this Declaration and a breach by either party of any such covenants or contractual agreements shall not cause or result in a forfeiture or reversion of the easements granted in this Declaration.

9.17 Bulk Rate Services; Community Services and Systems Easement. The Development shall be subject to a perpetual non-exclusive easement for the installation, maintenance and repair, including the right to read meters, service or repair lines and equipment, and to do everything and anything necessary to properly install, provide, maintain and furnish Community Services and Systems and the facilities pertinent and necessary to the same, and provide and maintain services available through any Bulk Rate Contract, which easement shall run in favor of Sponsor and the Association.

9.18 Subdivision Entry and Fencing Easement. Sponsor reserves for itself, its successors and assigns, and the Association, a perpetual and nonexclusive easement over and across the Development for the installation, maintenance, repair or replacement of fencing and subdivision entry facilities which serves the Development, the Property, and any other property owned by Sponsor. Sponsor will have the right, from time to time, to Record a written notice which identifies the fencing and/or subdivision entry facilities to which the easement reserved hereunder applies.

Sponsor may designate all or any portion of the fencing and/or subdivision entry facilities as Common Area, Special Common Area, or a Service Area.

9.19 Shared Amenities Reciprocal Easements. Certain portions of the Property or adjacent land (the "Other Development") may be developed for separate uses, including but not limited to commercial or Club uses, and may be made subject to a separate set of covenants, conditions, restrictions, limitations and/or easements regarding such uses which may also be governed by a separate property owners association (the "Other Association"). The owners within the Other Development, the members of the Other Association, and/or the Other Association (the "Other Beneficiaries") may share certain facilities and amenities, including roadways, parkland, drainage improvements, signage, monumentation, open space, and/or landscaping (the "Shared Facilities and Amenities") with the Members and the Association. Sponsor reserves the right to grant and convey easements to the Other Beneficiaries over and across Common Area or any portion of the Development which may be necessary or required to utilize and/or maintain the BOOT RANCH 67 MASTER DECLARATION AUS536483806v9 - 162171.010100

Shared Facilities and Amenities; provided, however, that such easements may in no event unreasonably interfere with use of the Development by the Owners. Sponsor reserves for itself, its successors and assigns, the right to: (a) grant to the Other Beneficiaries the right to access and/or use the Shared Facilities and Amenities, as applicable, located within the Development; (b) obligate the Association to participate in performing the maintenance of the Shared Facilities and Amenities located within the Development; (c) require the Other Beneficiaries to share in the maintenance, and/or costs and expenses associated therewith, of the Shared Facilities and Amenities; and (d) enter into a cost allocation and use sharing agreement (the "Cost and Use Sharing Agreement") with the Other Beneficiaries, to govern the rights and responsibilities of both the Members, the Association and the Other Beneficiaries regarding the use and maintenance of the Shared Facilities and Amenities, to allocate costs for the operation, maintenance and reserves for the Shared Facilities and Amenities, and to grant easements, reciprocal or otherwise, for access, use, modification, and development of the Shared Facilities and Amenities. Each Owner, by accepting an interest in or title to a Lot or Condominium Unit or Sunday House Interest, whether or not it is so expressed in the instrument of conveyance, covenants and agrees to pay any fee allocated under the Cost and Use Sharing Agreement to the Association as an Assessment to be levied and secured by a continuing lien on the Lot or Condominium Unit or Sunday House Interest in the same manner as any other Assessment and Assessment lien arising under Article 6 of this Master Declaration.

9.20 Drainage, Detention and Water Quality Facilities Easement. Portions of the Development may include one or more water quality facilities, sedimentation, drainage and detention facilities, ponds or related improvements which serve all or a portion of the Development, the Property, or additional land (collectively, the "Facilities"). Sponsor hereby reserves for itself and its assigns a perpetual non-exclusive easement over and across the Development for the installation, maintenance, repair or replacement of the Facilities. The Facilities may be designated by the Sponsor in a written notice Recorded to identify the particular Facilities to which the easement reserved hereunder applies, or otherwise dedicated to a District or a public or applicable governmental authority (which may include retention of maintenance responsibility by the Association), or conveyed and transferred to the Association as Common Area, Special Common Area or a Service Area. If the Facilities are designated or conveyed or maintenance responsibility reserved or assigned to the Association as Common Area, Special Common Area or a Service Area or to the Sunday House Association as Common Property, the Association or the Sunday House Association, as applicable, will be required to maintain and operate the Facilities in accordance with Applicable Law, or the requirements of any District or a public or applicable governmental authority.

9.21 Drainage. The Sponsor hereby reserves for itself and the Association a perpetual easement across the Development for the purpose of altering drainage and water flow. The exercise of such an easement shall not materially diminish the value of or unreasonably interfere with the use of any Lot or Condominium Unit or Sunday House without the Owner's consent.

ARTICLE 10 DEVELOPMENT RIGHTS 10.01 Development. It is contemplated that the Development will be developed pursuant to a plan, which may, from time to time, be amended or modified by the Sponsor in its sole and absolute discretion. Sponsor reserves the right, but will not be obligated, to designate Development Areas, and to create and/or designate Lots, Condominium Units, Sunday Houses, Sunday House BOOT RANCI I 68 MASTER DECLARATION

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Interests, Neighborhoods, Voting Groups, Common Area, Special Common Area, and Service Areas, to subdivide all or any portion of the Development and Property, or to dam, impound, divert, or use any of the Development Water Features. As each area is conveyed, developed or dedicated, Sponsor may Record one or more Development Area Declarations and designate the use, classification and such additional covenants, conditions and restrictions as Sponsor may deem appropriate for that area. Any Development Area Declaration may provide its own procedure for the amendment thereof.

10.02 Special Sponsor Rights. The Sponsor and Homebuilders authorized by the Sponsor may maintain and carry on the Development such activities as, in the sole opinion of the Sponsor, may be reasonably required, convenient, or incidental to the development of the Development and/or the construction or sale of Lots, Condominium Units, or Sunday Houses, such as sales activities, tournaments, charitable events, and promotional events and to restrict Members from using the Common Area during such activities. Such activities shall be conducted in a manner to minimize (to the extent reasonably possible) any substantial interference with the Members' use and enjoyment of the Common Area. In addition, the Sponsor and Homebuilders authorized by the Sponsor may establish within the Development, including any clubhouse, such facilities as, in the sole opinion of the Sponsor, may be reasonably required, convenient, or incidental to the development of the Development and/or the construction or sale of Lots, Condominium Units, or Sunday Houses, including, but not limited to, business offices, signs, model units, sales offices, sales centers and related parking facilities. To the extent deemed necessary or desirable by the Sponsor, Owners may be excluded from use of all or a portion of such facilities for so long as deemed necessary or desirable in the Sponsor's sole discretion. The Sponsor and authorized Homebuilders shall have easements over the Property for access, ingress, and egress and use of such facilities.

10.03 Addition of Land. Sponsor may, at any time and from time to time, add additional lands to the Property and, upon the Recording of a notice of addition of land, such land will be considered part of the Property for purposes of this Master Declaration, and upon the further Recording of a Notice of Annexation meeting the requirements of Section 10.05 below, such added lands will be considered part of the Development subject to this Master Declaration and the terms, covenants, conditions, restrictions and obligations set forth in this Master Declaration, and the rights, privileges, duties and liabilities of the persons subject to this Master Declaration will be the same with respect to such added land as with respect to the lands originally covered by this Master Declaration. Such added land need not be contiguous to the Property. To add lands to the Property, Sponsor will be required only to Record, a notice of addition of land (which notice may be contained within any Development Area Declaration affecting such land) containing the following provisions: A reference to this Master Declaration, which reference will state the (a) document number or volume and page wherein this Master Declaration is Recorded; (b) A statement that such land will be considered Property for purposes of this Master Declaration, and that upon the further Recording of a Notice of Annexation meeting the requirements of Section 10.05 of this Master Declaration, all of the terms, covenants, conditions, restrictions and obligations of this Master Declaration will apply to the added land; and 69 AUS536483806v9 -162171.010100

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(c)

A legal description of the added land.

10.04 Withdrawal of Land. Sponsor may, at any time and from time to time, reduce or withdraw from the Property, including the Development, and remove and exclude from the burden of this Master Declaration and the jurisdiction of the Association any portion of the Development.

Upon any such withdrawal and removal, this Master Declaration and the covenants conditions, restrictions and obligations set forth herein will no longer apply to the portion of the Development withdrawn. To withdraw lands from the Development hereunder, Sponsor will be required only to Record a notice of withdrawal of land containing the following provisions: A reference to this Master Declaration, which reference will state the (a) document number or volume and page number wherein this Master Declaration is Recorded; (b) A statement that the provisions of this Master Declaration will no longer the withdrawn land; and apply to (c)

A legal description of the withdrawn land.

10.05 Notice of Annexation. Upon Recording, this Master Declaration serves to provide notice that at any time, and from time to time, Sponsor, and Sponsor only, may subject all or any portion of the Property to the terms, covenants, conditions, restrictions and obligations of this Master Declaration and any applicable Development Area Declaration. This Master Declaration and any applicable Development Area Declaration will apply to and burden a portion or portions of the Property upon the Recording of a Notice of Annexation describing such Property by a legally sufficient description and expressly providing that such Property will be considered a part of the Development and will be subject to the terms, covenants conditions, restrictions and obligations of this Master Declaration and any applicable Development Area Declaration. To be effective, a Notice of Annexation must be executed by Sponsor, and the property included in the Notice of Annexation need not be owned by the Sponsor if included within the Property. Sponsor may also cause a Notice of Annexation to be Recorded covering a portion of the Property for the purpose of encumbering such Property with this Master Declaration and any Development Area Declaration previously Recorded by Sponsor (which Notice of Annexation may amend, modify or supplement the restrictions, set forth in the Development Area Declaration, which will apply to such Property).

To make the terms and provisions of this Master Declaration applicable to a portion of the Property, Sponsor will be required only to cause a Notice of Annexation to be Recorded containing the following provisions: A reference to this Master Declaration, which reference will state the (a) document number or volume and page number wherein this Master Declaration is Recorded; (b) A reference, if applicable, to the Recorded Development Area Declaration applicable to such portion of the Property (with any amendment, modification, or supplementation of the restrictions set forth in the Development Area Declaration which will apply to such portion of the Property);

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A statement that all of the provisions of this Master Declaration will apply to (c) such portion of the Property; (d)

A legal description of such portion of the Property; and

(e) If applicable, a description of any Special Common Area or Service Area which benefits the Property and the beneficiaries of such Special Common Area or Service Area.

NOTICE TO TITLE COMPANY OTHER THAN THOSE PORTIONS OF THE PROPERTY SET FORTH ON EXHIBIT "B" WHICH ARE ALREADY SUBJECT TO THIS MASTER DECLARATION UPON RECORDATION (THE "DEVELOPMENT"), NO PORTION OF THE PROPERTY IS SUBJECT TO THE TERMS AND PROVISIONS OF THIS MASTER DECLARATION UNLESS A NOTICE OF ANNEXATION DESCRIBING SUCH PROPERTY AND REFERENCING THIS MASTER DECLARATION HAS BEEN RECORDED PURSUANT TO SECTION 10.05.

10.06 Designation of Neighborhood. Sponsor may, at any time and from time to time, file a designation of neighborhood (a "Designation of Neighborhood") assigning portions of the Development to a specific Neighborhood. Upon the filing of a Designation of Neighborhood, such land will be considered part of the Neighborhood so designated. To assign portions of the Property to a specific Neighborhood, Sponsor will be required only to Record a Designation of Neighborhood containing the following provisions: A reference to this Master Declaration, which reference will state the (a) document number or volume and initial page number where this Master Declaration is Recorded; An identification of the Neighborhood applicable to such portion of the (b) Property and a statement that such land will be considered part of such Neighborhood for purposes of this Master Declaration; and (c)

A legal description of the designated land.

10.07 Assignment of Sponsor's Rights. Notwithstanding any provision in this Master Declaration to the contrary, Sponsor may, by written instrument, assign, in whole or in part, any of its privileges, exemptions, rights, reservations and duties under this Master Declaration to any person or entity and may permit the participation, in whole, in part, exclusively, or non-exclusively, by any other person or entity in any of its privileges, exemptions, rights, reservations and duties hereunder.

10.08 Notice of Plat Recordation. Sponsor may, at any time and from time to time, Record a notice of plat recordation (a "Notice of Plat Recordation"). A Notice of Plat Recordation is Recorded for the purpose of more clearly identifying specific Lots subject to the terms and provisions of this Master Declaration after portions of the Property are made subject to a 71 AUS536483806v9 - 162171.010100

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Plat. Unless otherwise provided in the Notice of Plat Recordation, portions of the Property included in the Plat identified in the Notice of Plat Recordation, but not shown as a Residential Lot on such Plat, shall be automatically withdrawn from the terms and provisions of this Master Declaration (without the necessity of complying with the withdrawal provisions set forth in this Section).

Sponsor shall have no obligation to Record a Notice of Plat Recordation and failure to Record a Notice of Plat Recordation shall in no event remove any portion of the Property from the terms and provisions of this Master Declaration.

ARTICLE 11 GENERAL PROVISIONS 11.01 Term. Upon the Recording of a Notice of Annexation pursuant to Section 10.05, the terms, covenants, conditions, restrictions, easements, charges, and liens set out in this Master Declaration will run with and bind the portion of the Property described in such notice, and will inure to the benefit of and be enforceable by the Association, and every Owner, including Sponsor, and their respective legal representatives, heirs, successors, and assigns, for a term beginning on the date this Master Declaration is Recorded, and continuing through and including January 1, 2090, after which time this Master Declaration will be automatically extended for successive periods of ten (10) years unless a change (the word "change" meaning a termination, or change of term or renewal term) is approved by Members entitled to cast at least sixty-seven percent (67%) of the total number of votes of the Association. The foregoing sentence shall in no way be interpreted to mean sixtyseven percent (67%) of a quorum as established pursuant to the Bylaws. The Representative System of Voting is not applicable to a change as contemplated in this Section 11.01, it being understood and agreed that any change must be approved by a vote of the Members, with each Member casting their vote individually. Notwithstanding any provision in this Section 11.01 to the contrary, if any provision of this Master Declaration would be unlawful, void, or voidable by reason of any Applicable Law restricting the period of time that covenants on land may be enforced, such provision will expire twenty-one (21) years after the death of the last survivor of the now living, as of the date of the initial Recording of this instrument, descendants of Elizabeth II, Queen of England.

11.02 Eminent Domain. In the event it becomes necessary for any public authority to acquire all or any part of the Common Area or Special Common Area for any public purpose during the period this Master Declaration is in effect, the Board is hereby authorized to negotiate with such public authority for such acquisition and to execute instruments necessary for that purpose. Should acquisitions by eminent domain become necessary, only the Board need be made a party, and in any event the proceeds received will be held by the Association for the benefit of the Owners. In the event any proceeds attributable to acquisition of Common Area are paid to Owners, such payments will be allocated on the basis of Assessment Units and paid jointly to the Owners and the holders of first Mortgages or deeds of trust on the respective Lot or Condominium Unit or Sunday House Interest. In the event any proceeds attributable to acquisition of Special Common Area are paid to Owners who have been assigned the obligation to pay Special Common Area Assessments attributable to such Special Common Area, such payment will be allocated on the basis of Assessment Units and paid jointly to such Owners and the holders of first Mortgages or deeds of trust on the respective Lot or Condominium Unit or Sunday House Interest.

11.03 Amendment. This Master Declaration may be amended or terminated by the Recording of an instrument executed and acknowledged by: (a) Sponsor acting alone; or (b) by the BOOT RANCI I 72 MASTER DECLARATION AUS536483806v9 - 162171.010100

president and secretary of the Association setting forth the amendment and certifying that such amendment has been approved by Sponsor (until expiration or termination of the Development Period) and Members entitled to cast at least sixty-seven percent (67%) of the total number of votes of the Association. The foregoing sentence shall in no way be interpreted to mean sixty-seven percent (67%) of a quorum as established pursuant to the Bylaws. The Representative System of Voting is not applicable to an amendment as contemplated in this Section 11.03, it being understood and agreed that any amendment must be approved by a vote of the Members, with each Member casting their vote individually. No amendment will be effective without the written consent of Sponsor during the Development Period.

11.04 Enforcement. The Association and the Sponsor will have the right to enforce, by a proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens, charges and other terms now or hereafter imposed by the provisions of this Master Declaration. Failure to enforce any right, provision, covenant, or condition granted by this Master Declaration will not constitute a waiver of the right to enforce such right, provision, covenants or condition in the future.

Failure of the Sponsor or the Association to enforce the terms and provisions of the Documents shall in no event give rise to any claim or liability against the Sponsor, the Association, or any of their partners, directors, officers, or agents. EACH OWNER, BY ACCEPTING TITLE TO ALL OR ANY PORTION OF THE DEVELOPMENT, HEREBY RELEASES AND SHALL HOLD HARMLESS EACH OF THE RELEASED PARTIES FROM AND AGAINST ANY DAMAGES, CLAIMS OR LIABILITY ASSOCIATED WITH THE FAILURE OF THE SPONSOR OR THE ASSOCIATION TO ENFORCE THE TERMS AND PROVISIONS OF ANY OF THE DOCUMENTS. 11.05 No Warranty of Enforceability. Neither Sponsor nor Club Owner makes any warranty or representation as to the present or future validity or enforceability of any restrictive covenants, terms, or provisions contained in this Master Declaration. Any Owner acquiring a Lot or Condominium Unit or Sunday House Interest in reliance on one or more of such restrictive covenants, terms, or provisions will assume all risks of the validity and enforceability thereof and, by acquiring the Lot or Condominium Unit or Sunday House Interest, agrees to hold Sponsor and the Club Owner harmless therefrom.

11.06 Higher Authority. The terms and provisions of this Master Declaration are subordinate to Applicable Law. Generally, the terms and provisions of this Master Declaration are enforceable to the extent they do not violate or conflict with Applicable Law. 11.07 Severability. If any provision of this Master Declaration is held to be invalid by any court of competent jurisdiction, such invalidity will not affect the validity of any other provision of this Master Declaration, or, to the extent permitted by Applicable Law, the validity of such provision as applied to any other person or entity.

11.08 Conflicts. If there is any conflict between the provisions of this Master Declaration, the Articles, the Bylaws, the Architectural Design Guidelines, or any Rules adopted by the Association, or any Development Area Declaration, the provisions of this Master Declaration will govern.

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11.09 Gender. Whenever the context so requires, all words herein in the male gender will be deemed to include the female or neuter gender, all singular words will include the plural, and all plural words will include the singular.

11.10 Acceptance by Grantees. Each grantee of a Lot, Condominium Unit, Sunday House Interest or other real property interest in the Development, by the acceptance of a deed of conveyance, and each subsequent purchaser, accepts the same subject to all terms, restrictions, conditions, covenants, reservations, easements, liens and charges, and the jurisdiction rights and powers created or reserved by this Master Declaration or to whom this Master Declaration is subject, and all rights, benefits and privileges of every character hereby granted, created, reserved or declared. Furthermore, each grantee agrees that no assignee or successor to Sponsor hereunder will have any liability for any act or omission of Sponsor which occurred prior to the effective date of any such succession or assignment. All impositions and obligations hereby imposed will constitute covenants running with the land within the Development, and will bind any person having at any time any interest or estate in the Development, and will inure to the benefit of each Owner in like manner as though the provisions of this Master Declaration were recited and stipulated at length in each and every deed of conveyance.

11.11

Damage and Destruction.

Claims. Promptly after damage or destruction by fire or other casualty to all (a) or any part of the Common Area or Special Common Area covered by insurance, the Board, or its duly authorized agent, will proceed with the Recording and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair of the damage. Repair, as used in this Section 11.11('a), means repairing or restoring the Common Area or Special Common Area to substantially the same condition as existed prior to the fire or other casualty.

Repair Obligations. Any damage to or destruction of the Common Area or (b) Special Common Area will be repaired unless a Majority of the Board decides within sixty (60) days after the casualty not to repair such damage or destruction. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair, or both, are not made available to the Association within said period, then the period will be extended until such information is made available to the Association.

Restoration. In the event that it should be determined by the Board that the (c) damage or destruction of the Common Area or Special Common Area will not be repaired and no alternative Improvements are authorized, then the affected portion of the Common Area or Special Common Area will be restored to its natural state and maintained as an undeveloped portion of the Common Area by the Association in a neat and attractive condition.

Special Assessment for Common Area. If insurance proceeds are paid to (d) restore or repair any damaged or destroyed Common Area, and such proceeds are not sufficient to defray the cost of such repair or restoration, the Board will levy a Special Assessment, as provided in Article 6, against all Owners. Additional Assessments may be made in like manner at any time during or following the completion of any repair.

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Special Assessment for Special Common Area. If insurance proceeds are (e) paid to restore or repair any damaged or destroyed Special Common Area, and such proceeds are not sufficient to defray the cost of such repair or restoration, the Board will levy a Special Assessment, as provided in Article 6, against all Owners who have been assigned the obligation to pay Special Common Area Assessments attributable to such Special Common Area. Additional Assessments may be made in like manner at any time during or following the completion of any repair.

Proceeds Payable to Owners. In the event that any proceeds of insurance (f) policies are paid to Owners as a result of any damage or destruction to any Common Area, such payments will be allocated based on Assessment Units and paid jointly to the Owners and the holders of first Mortgages or deeds of trust on their Lots or Condominium Units or Sunday House Interest.

Proceeds Payable to Owners Responsible for Special Common Area. In the (g) event that any proceeds of insurance policies are paid to Owners as a result of any damage or destruction to Special Common Area, such payments will be allocated based on Assessment Units and will be paid jointly to the Owners who have been assigned the obligation to pay Special Common Area Assessments attributable to such Special Common Area and the holders of first Mortgages or deeds of trust on their Lot or Condominium Unit or Sunday House Interest.

11.12 No Partition. Except as may be permitted in this Master Declaration or amendments thereto, no physical partition of the Common Area or Special Common Area or any part thereof will be permitted, nor will any person acquiring any interest in the Development or any part thereof seek any such judicial partition unless all or the portion of the Development in question has been removed from the provisions of this Master Declaration pursuant to Section 10.04 above.

This Section 11.12 will not be construed to prohibit the Board from acquiring and disposing of tangible personal property or from acquiring title to real property that may or may not be subject to this Master Declaration.

11.13 View Impairment. Neither the Sponsor, the ARB, nor the Association, the Sunday House Sponsor, or the Sunday House Association, guarantee or represent that any view over and across the Lots, Condominium Units, Sunday Houses, or any open space within the Development will be preserved without impairment. Neither the Sponsor, the ARB, nor the Association, the Sunday House Sponsor, or the Sunday House Association shall have the obligation to relocate, prune, or thin trees or other landscaping. The Association (with respect to any Common Area or Special Common Area) will have the right to add trees and other landscaping from time to time, subject to Applicable Law. There shall be no express or implied easements for view purposes or for the passage of light and air.

11.14 Safety and Security. EACH OWNER AND OCCUPANT OF A LOT OR CONDOMINIUM UNIT OR SUNDAY HOUSE INTEREST, AND THEIR RESPECTIVE GUESTS AND INVITEES, SHALL BE RESPONSIBLE FOR THEIR OWN PERSONAL SAFETY AND THE SECURITY OF THEIR PERSON OR PROPERTY IN THE DEVELOPMENT. THE ASSOCIATION MAY, BUT SHALL NOT BE OBLIGATED TO, MAINTAIN OR SUPPORT CERTAIN ACTIVITIES WITHIN THE DEVELOPMENT DESIGNED TO PROMOTE OR ENHANCE THE LEVEL OF SAFETY OR SECURITY BOOT RANCI I 75 MASTER DECLARATION AUS536483806v9 - 162171.010100

WHICH EACH PERSON PROVIDES FOR HIMSELF OR HERSELF AND HIS OR HER PROPERTY. HOWEVER, NEITHER THE ASSOCIATION NOR THE SPONSOR SHALL IN ANY WAY BE CONSIDERED INSURERS OR GUARANTORS OF SAFETY OR SECURITY WITHIN THE DEVELOPMENT, NOR SHALL EITHER BE HELD LIABLE FOR ANY LOSS OR DAMAGE BY REASON OF FAILURE TO PROVIDE ADEQUATE SECURITY OR INEFFECTIVENESS OF SECURITY MEASURES UNDERTAKEN. NO REPRESENTATION OR WARRANTY IS MADE THAT ANY SYSTEMS OR MEASURES, INCLUDING SECURITY MONITORING SYSTEMS OR ANY MECHANISM OR SYSTEM FOR LIMITING ACCESS TO THE DEVELOPMENT, CANNOT BE COMPROMISED OR CIRCUMVENTED; OR THAT ANY SUCH SYSTEM OR SECURITY MEASURES UNDERTAKEN WILL IN ALL CASES PREVENT LOSS OR PROVIDE THE DETECTION OR PROTECTION FOR WHICH THE SYSTEM IS DESIGNED OR INTENDED. EACH OWNER ACKNOWLEDGES, UNDERSTANDS, AND SHALL BE RESPONSIBLE FOR INFORMING ANY OCCUPANTS OF SUCH OWNER'S LOT OR CONDOMINIUM UNIT OR SUNDAY HOUSE INTEREST THAT THE ASSOCIATION, ITS BOARD AND COMMITTEES, THE SUNDAY HOUSE ASSOCIATION, ITS BOARD AND COMMITTEES, THE SPONSOR, AND THE CLUB OWNER ARE NOT INSURERS OR GUARANTORS OF SECURITY OR SAFETY, AND THAT EACH PERSON WITHIN THE DEVELOPMENT ASSUMES ALL RISKS OF PERSONAL INJURY AND LOSS OR DAMAGE TO PROPERTY, INCLUDING ANY RESIDENCES OR IMPROVEMENTS CONSTRUCTED UPON ANY LOT OR CONDOMINIUM UNIT OR SUNDAY HOUSE AND THE CONTENTS THEREOF, RESULTING FROM ACTS OF THIRD PARTIES. EACH OWNER, ON BEHALF OF HIMSELF, AND HIS RESPECTIVE OCCUPANTS, GUESTS, INVITEES, HEIRS, EXECUTORS, ESTATES, ADMINISTRATORS, SUCCESSORS, ASSIGNS, GUARDIANS, TRUSTEES, AND REPRESENTATIVES (COLLECTIVELY, THE "RELEASING PARTIES") HEREBY FULLY RELEASE, DISCHARGE, AND HOLDS HARMLESS THE RELEASED PARTIES FROM ANY OR ALL PRESENT OR PAST CLAIMS, DAMAGES, SUITS, ALLEGATION, PETITIONS, DEMANDS, LIABILITIES, JUDGMENTS, LOSSES, AND CAUSES OF ACTION, WHETHER LEGAL OR EQUITABLE, INCLUDING ALL CLAIMS FOR INJUNCTIVE OR DECLARATORY RELIEF, ALL CLAIMS FOR MONETARY, COMPENSATORY, PUNITIVE AND EXEMPLARY DAMAGES AND CONTRACTS, UNDERINSURANCE, DEBTS, LIABILITY, ALLEGATIONS OF AGREEMENTS, GUARANTEES, OBLIGATIONS, PROMISES, A 11_ ORNEYS' FEES, COSTS, INTEREST OR EXPENSES (INCLUDING ANY COST, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING OUT OF THE RELEASED PARTIES'S NEGLIGENCE IN CONNECTION THEREWITH) THAT HAVE BEEN, COULD HAVE BEEN, MAY BE, OR COULD BE ASSERTED AGAINST THE RELEASED PARTIES ARISING FROM OR RELATING TO THE SECURITY OR SAFETY IN THE DEVELOPMENT, OR LACK THEREOF, OR RESULTING FROM ACTS OF THIRD PARTIES EXCEPT TO THE EXTENT SUCH COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION RESULTED FROM THE RELEASED "GROSS MISCONDUCT. NEGLIGENCE OR WILLFUL GROSS PARTIES'S NEGLIGENCE" DOES NOT INCLUDE SIMPLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE.

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11.15 Stormwater Runoff. From time to time, Sponsor may grant easements to the City and the Owners for the inspection, monitoring, operation, maintenance, replacement, upgrade and repair, as applicable, of certain drainage facilities that may be constructed to convey and receive stormwater runoff on the Property. From time to time, Sponsor may impress upon certain portions of the Development, the Property, and any other property owned by Sponsor, additional easements for the inspection, monitoring, operation, maintenance, replacement, upgrade and repair, as applicable, of other drainage facilities that convey and receive stormwater runoff as set forth in one or more declarations, agreements or other written instruments as the same shall be Recorded.

11.16 Notices. Any notice permitted or required to be given to any person by this Master Declaration will be in writing and may be delivered either personally or by mail, or as otherwise provided in this Master Declaration or required by Applicable Law. If delivery is made by mail, it will be deemed to have been delivered on the third (3rd) day (other than a Sunday or legal holiday) after a copy of the same has been deposited in the United States mail, postage prepaid, addressed to the person at the address given by such person in writing to the Association for the purpose of service of notices. Such address may be changed from time to time by notice in writing given by such person to the Association.

11.17 Alternative Dispute Resolution. It is the intent of the Association and the Sponsor to encourage the amicable resolution of disputes involving the Development and to avoid the emotional and financial costs of litigation if at all possible. Accordingly, the Association, the Sponsor and each Owner covenants and agrees that it shall attempt to resolve all claims, grievances or disputes involving the Development, including, without limitation, claims, grievances or disputes arising out of or relating to the interpretation, application or enforcement of this Declaration, the Bylaws, the Association rules, or the Articles through alternative dispute resolution methods, such as mediation and arbitration. To foster the amicable resolution of disputes, the Board may adopt alternative dispute resolution procedures. Participation in alternative dispute resolution procedures shall be voluntary and confidential. Should either party conclude that such discussions have become unproductive or unwarranted, then the parties may proceed with litigation.

11.18 Use of Names. No Person shall use the word "Boot Ranch," the names of Neighborhoods within Boot Ranch or any derivatives thereof in any printed or promotional material without the Sponsor's prior written consent. However, Owners may use the word "Boot Ranch" and/or a Neighborhood name in printed or promotional matter where such term is used solely to specify that particular property is located within a certain Neighborhood in Boot Ranch.

ARTICLE 12 UTILITY SERVICE 12.01 Utility Company Charges. Each Lot, Condominium Unit and Sunday House within the Development is required to connect to and be serviced by the Utility Company for sanitary sewer, potable water and, if applicable, reclaimed water (the "Service"). Each Owner shall be required to arrange Service to their Lot or Condominium Unit independently. No Service shall be arranged by the Sponsor or the Association. Service to the Sunday Houses shall be arranged by the Sunday House Association. Additionally, an Owner will be liable for payment to the Utility Company of the monthly sanitary sewer and water charges beginning no later than the first date that Service is commenced for the residence. Such charges will be subject to periodic increases by the Utility Company. Non-payment of charges and fees shall be subject to any enforcement measures BOOT RANCH 77 MASTER DECLARATION

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provided for under the rules and regulations of the Utility Company, these Documents, and Applicable Law, including but not limited to the enforcement of a lien against the Lot, Condominium Unit or Sunday House Interest. Notwithstanding the foregoing, this Article 12 shall not apply to any part of the Development designated as preserved land.

12.02 Regulations Regarding Nonpayment. The Utility Company will have the right to impose reasonable billing policies and rules related to the payment of any charges and fees owed for the Service, including, but not limited to, the right to charge interest on late payments, the right to charge a turn off/turn on fee, the right to place or enforce liens on a customer's property for nonpayment of any charges or fees, and the right to disconnect an Owner's Service; provided, however, that no such lien shall be enforced against a customer's property prior to the Utility Company giving such customer (the "Delinquent Customer") written notice of nonpayment and providing the Delinquent Customer thirty (30) days to cure such nonpayment and provided further, that the Utility Company shall not be permitted to disconnect the Club's Service. In the event the Utility Company is successful in proving the Delinquent Customer failed to pay without any justifiable offset, the Delinquent Customer shall indemnify and repay the Utility Company for any and all legal and/or collection costs or expenses incurred by the Utility Company in pursuit of the collection of any charges and fees owed related to the Service.

Each Owner within the 12.03 Maintenance of System on Owner's Property.

Development shall be solely responsible for the maintenance and repair of any portion of the sanitary sewer or water system(s)(the "Service System Maintenance") within such Owner's Lot or Condominium Unit. The Sunday House Association shall be responsible for Service System Maintenance for the Sunday Houses. No later than ten (10) days prior to pursuing such Service System Maintenance, each Owner shall have the duty to inform and notify the Utility Company (the "Utility Company Notice") of the Service System Maintenance to take place, which such Utility Company Notice shall identify the company or individual engaged to make the repair as well as the time of the repair. The Utility Company shall reserve the right to inspect and approve such Service System Maintenance.

12.04 Reclaimed Water. Each Owner acknowledges and agrees that reclaimed water or Graywater may be provided and used by the Utility Company for irrigation of the Development.

Reclaimed water or Graywater shall also be provided by the Utility Company to the Club Owner, its successors and assigns, for use on the Club Facilities Property and by the Club Facilities. The Club and the Club Owner, as well as the adjacent Lady Bird Golf Course, shall have priority over other reclaimed water customers in the Development, and shall have the right to use any reclaimed water or Graywater generated by the Utility Company before such users. Reclaimed water or Graywater may be available to the Owners located within the Development on such terms as may be established from time to time by the Utility Company. The Owners' right to such water, if made available to Owners, shall be subordinate to the Club Owner's right to such water and any other user that has priority in the determination of the Utility Company.

12.05 City Right of Enforcement. The City is hereby granted the right, should the City so elect, to enforce or otherwise pursue to the extent provided in law or equity, the provisions of the City's regulatory ordinances relating to its water and waste water ordinances and regulations, to include but not be limited to, fees, penalties, connections, water conservation, limitations upon landscape watering, and requirements regarding water and sewer pipe construction, maintenance connection, and sprinkler system requirements as amended or may be amended hereafter, 78 BOOT RANCH MASTER DECLARATION

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prohibiting the drilling of wells within the Development and requiring each Lot to have and maintain a rainwater collection system which is not connected to the City's water system. The City's right to enforce shall include, to the extent provided in law and in equity, the right to inspect, sample, and monitor the water provision or sewer collection systems to assure ordinance compliance and the City shall hereby be granted the right and easement to inspect same without being deemed guilty of trespass.

ARTICLE 13 PROJECT CONSERVATION AREAS 13.01 Overview. The Sponsor anticipates maintaining portions of the Property in a natural or minimally developed state, and prohibiting the development of Lots, Condominium Units, Sunday Houses, or other buildings thereon (the "Project Conservation Areas").

13.02 Means. To effect the conservation initiative referred to in Section 13.01, the Sponsor reserves the right to create, impose, or otherwise encumber over the Project Conservation Areas one or more conservation easements in favor of a qualified nonprofit organization (a "Qualified Entity") whose purpose is, among other things, to acquire such easements and/or grants in order to maintain the encumbered property in its natural or minimally developed state and in accordance with the terms of the easements or grants held by the Qualified Entity. By way of illustration and not as limitation, the Nature Conservancy is an organization that may hold such an easement as a Qualified Entity. Alternatively, the Sponsor may, in its sole and absolute discretion, elect to convey either by deed or leasehold interest, the Project Conservation Areas to one or more Qualified Entities subject to restrictions against the development of the property.

13.03 Possible Conveyances to the Association. In the event that Sponsor exercises its rights under Section 13.02 to create Project Conservation Areas, the Sponsor reserves the right, in its sole and absolute discretion, to convey all or a portion of the Project Conservation Areas to the Association subject to the conservation easement or restrictions and to other title matters of record, but free and clear of any Mortgage lien. Such conveyance shall be without the payment of any consideration by the Association, but the Association shall accept such conveyance and assume any duties, restrictions, or obligations under the instrument(s) in question from the time of the conveyance onward.

[SIGNATURE PAGE FOT On)

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EXECUTED to be effective on the date this instrument is Recorded.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By:

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Title:

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THE STATE OF TEXAS COUNTY OF

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day of February, 2016, by This instrument was acknowledged before me on this I 2 ." , A liLnit.047,..fid get/V:4110"A of BOOT RANCH HOLDINGS, LL , a Delaware limited liability company, on behalf of such Company.

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4,;.1.1;;;',„ BRITNEY GASKEY /e.'v61 4 ge: Notary Public, State of Texas

Notary Public, State of Texas

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Notary ID 130313212 tio gagos_impitNowirowievp,_0-00,,,,,plowswoopoupp0000l000k

BOOT RANCH MASTER DECLARATION

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EXHIBIT "A" DESCRIPTION OF PROPERTY BEING 2051.387 acres of land, more or less, situated in Gillespie County, Texas, and comprises approximately.

110.780 acres of the Wham Wartenbach Survey No. 794, Abstract No. 723; 177.993 acres of the Louis Langhennig Survey No. 750, Abstract No. 1834; 0.03 acre of the A. Stehling Survey No. 858, Abstract No. 975; 128.735 acres of the A. Stehling Survey No. 384, Abstract No. 1272; 40.705 acres of the Peter Metzger Survey No. 383, Abstract No. 507; 50.031 acres of the H.E. & W.T. R.R. Co. Survey No. 383, Abstract No. 1017; 33.538 acres of the F. Roos Survey No. 384, Abstract No. 1673; 169.274 acres of the C. Cammert Survey No. 373, Abstract No. 134; 176.278 acres of the K. Treibs Survey No. 605, Abstract No. 1274; 152.267 acres of the C. F. Priess Survey No. 880, Abstract No. 1247; 168.225 acres of the C. C. Cammert Survey No. 295, Abstract No, 128; 147.232 acres of the H. Roos Survey No. 311, Abstract No. 594: 130.124 acres of the H. Roos Survey No. 293, Abstract No. 601; 78.519 acres of the Jacob Treibs Survey No. 718, Abstract No. 478; 169.253 acres of the Peter Metzger Survey No. 294, Abstract No. 708 37.106 acres of the Ludwig Vogel Survey No. 801, Abstract No. 1305; 79.932 acres of the John Metzger Survey No. 802, Abstract No. 1745; and 184.644 acres of the J. P. Metzger Survey No. 352, Abstract No. 1742; and 16.761 acres of the Clara Staff& Survey No. 856, Abstract No. 1316; said 2051.387 acre tract of land is described by metes and bounds as follows: M in Gillespie County, Texas, said 2051.387 acre tract of land being all of that certain 1921_5 acre tract of land conveyed to Boot Ranch Development, L.P. a Texas Limited Partnership by deed recorded in Volume 562, Pages 75-87, Official Public Records, Gillespie County, Texas, and all of Tract I-1V, a 76.64 acre tract, a 19.31 acre tract, a 8.20 acre tract, and a 3.37 acre tract of land conveyed to Boot Ranch Development L.P. by deed recorded in Volume 561, Pages 458-466, Official Public Records, Gillespie County, Texas, all of that certain 21.39 acre tract of land conveyed to Boot Ranch Development, LP by deed recorded in Volume 559, Page 527, Official Public Records, Gillespie County, Texas, and all of that certain 2.11 acre tract of land conveyed to Boot Ranch Development, LP by deed of Abandonment in Volume 604, Page 754, Official Public Records, Gillespie County, Texas, said 2051.387 acre tract being more particularly described by metes and bounds as follows: Beginning at a 9" pine fence post found for an angle point in the westerly line of the herein described tract, the westerly line of said 1921.5 acre tract of land, a northeast corner of the Herbert Stehling 182.58 acre tract of land recorded in Volume 149, Page 387, Deed Records, Gillespie County, Texas, and being the northwest corner of Lot 67, Boot Ranch, Phase 1 Subdivision as recorded inVolume 4, Page 36, Plat Redords, Gillespie County, Texas; Thence, with a southwest line of the herein described tract, the northeast line of the Stehling 182.58 acre tract, joining the northeast line of the Richard Stehling, Jr. and Dorothy Stehling 214.02 acre tract recorded in Volume 570, Page 168, Official Public Records, Gillespie County, Texas, N. 50*36`53" W., 1816.13 feet to a 6" pine post for angle and N. 72°37'47' W., 397.83 feet to a 7" pine post for a southwest corner of the herein described tract, the northwest corner of said Stehling 214.02 acre tract and being in the east line of the Carolyn A, Gross 398.8 acre tract of land recorded in Volume 320, Pages 382-389, Real Property Records, Gillespie County, Texas; Thence, with a west line of the herein described tract, the east line of the Gross 398.8 acre tract, N. 00'11'17" E., 2600,09 feet to a 7" pine post found for a reentrant corner of the herein described tract, the northeast corner of the Gross tract

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BOOT RANCH MASTER DECLARATION

Thence, with a southeast line of the herein described tract, a northwest line of the Gross 398.8 acre tract, S. 76°03'01" W., 989.79 feet to a 5" pine post for angle, and S. 46'52'02" W., 260.05 feet to a 5" pine post found for a southwest corner of the herein described tract, the southeast corner of the Levy Ketron tract recorded in Volume 59, pages 230-231, Deed Records, Gillespie County, Texas; Thence, with the westerly and southerly lines of the herein described tract, the easterly and northerly lines of the Ketron tract, N. 11°12'48" W., 2668,40 feet to a 8" pine post found for corner, S. 83"24'30" W., 2449.63 feet to a 9" pine post for angle, S. 46'25'04" W., 962.73 feet to a 7" pine post for corner, N. 21°65'13" W., 754.30 feet to a 8" pine gate post found for angle, N. 24°26'07" W., 1119.82 feet to a 8" pine gate post found for a northwest corner of the herein described tract, the southwest corner of the Magdalene Cherry et. al. tract recorded in Volume 292, Pages 689-690, Real Property Records, Gillespie County, Texas; Thence, with a northerly line of the herein described tract, a southerly line of the Cherry tract, N. 49°59'15" E., 1475.00 feet to a 1/2" steel rod found for angle, S. 60"34'06" E., 3113.12 feet to a 7" cedar fence post found for corner, and N • 11"02'15" W., 193.05 feet to a 1/2° steel,rod found fora northwest comer of the herein described tract, the southwest corner of the Jeff and Tracy Strandhagen 26.500 acre tract of land recorded in Volume 610, Page 939, Official 'Public Records, Gillespie County, Texas; Thence, With a northerly line of the herein described tract, a southerly line of said Strandhagen 26.500 acre tract, joining the southerly line of the Stanley Meier, et. al . tract recorded in Volume 84, Pages 18-19, Deed Records, Gillespie County, Texas, N. 79'54'31" E., 2745.91 feet to a 9" pine post found for corner, N. 01'15'16" E., 357.79 feet to a 8" pine fence post found for comer, N. 89°53'22" E., 692,68 feet to a ir pine fence post found for corner, S. 00'07'03" E., 1545.95 feet to a 6" pine post for corner, and N. 89'48'23" E., 531.25 feet to a 6' pine post found for a northeast corner of the herein described tract, the northwest corner of the Levy Ketron 277.5 acre tract of land recorded in Volume 119, Pages 827-828, Deed Records, Gillespie County, Texas; Thence, with an easterly line of the herein described tract, the west line of the Ketron 277.5 acre tract, S, 02'49'27" W., 1483.98 feet to a 9" pine post found for angle, S. 00°28'35" W., 1015.24 feet to a 7" pine post for angle, S. 22'07'15" E., 195.29 feet to a 7" pine post found for angle, and S. 04°05'33" E., 563.90 feet to a 7" pine post for a reentrant corner of the herein described tract, the southwest corner of the Ketron 277.5 acre tract Thence, with the south line of said Ketron 277.5 acre tract, a northerly line of the herein described tract, N. 89°56'28"E., 3204.00 feet to a 6" pine post found for a reentrant corner of the herein described tract, the southeast corner of the Kefron 277.5 acre tract; Thence, with a westerly line of the herein described tract, the east line of the Ketron 277.5 acre tract, N. 00'00'18" E., 3236.33 feet to a 6" pine post found for corner, and continuing S.89°53'00" E., 1632.77 feet to a 6" pine post found for corner, and S. 00'28'52" W., 2147.90 feet to a 6" pine post found for a southeast corner (Attie herein described tract, and being in the north line of the Joyce Fuege 83.5 acre tract of land recorded in Volume 189, Pages 674-677, Deed Records, Gillespie County, Texas; Thence, with a south line of the herein described tract, the north line of the Fuege 83.5 acre tract, N. 89'25'54" W., 475.15 feet to a 3" steel pipe post for corner of the herein described tract, the northwest corner of the Fuege 83.5 acre tract; Thence, with an east line of the herein described tract, the west line of the Fuege 83.5 acre tract, joining the west line of the Verne!! Oehler 83.5 acre tract of land recorded in Volume 113, Page 501, Deed Records, and Probate No, 3948, Probate Minutes, Gillespie County, Texas, S. 00'0614" E., 2705.81 feet to a 6" pine post found for corner of the herein described tract, the southwest corner of the Oehler 83.5 acre tract; Thence, with a north line of the herein described tract, the south line of the Oehler 83.5 acre tract, S.

A-2 AUS536483806v9 - 162171.010100

BOOT RANCH MASTER DECLARATION

89°55'40" E., 2058.92 feet to a.6" pine post found for a northeast corner of the herein described tract, the northwest corner of the James A. Muncey and Virginia Diers Muncey 112.1 acre tract of land recorded in Volume 209, Pages 390-394, Real Property Records, Gillespie County, Texas; Thence, with an easterly and northerly line of the herein described tract, the westerly and southerly line of said Muncey 112.1 acre tract, S. 00°27'30" W., 1570.12 feet to a 6" pine post found for corner, S. 71°10'04" E., 867.06 feet to a 3" pipe fence post found for angle, N. 76°36'37" E,, 480.02 feet to a 7" pine post found for corner, S. 05°06'02" E., 592.09 feet to a 7" pine post found for angle, S. 80°40'29" E., 588.90 feet to a 9" pine post for angle, and N. 89°17'27" F., 1341.16 feet to a Yz " steel rod for the eastern most northeast corner of the herein described tract, in the west line of a right-of-way dedication to the State of Texas as shown on said plat of Boot Ranch; Thence, with the east line of the herein described tract, the west line of said right-of-way dedication, S. 01°57'05" W., 207.87 feet to a steel rod for angle, S. 01°09'56"W., 228.63 feet to a steel rod for angle, and S. 00°34'55" W., 361.13 feet to a steel rod for angle, and S. 00°22'01" W., 366.18 feet to a 'A" steel rod set for the eastern most southeast corner of the herein described tract, in the north line of Achtzehn Road; Thence, with the south line of the herein described tract, the north line of Achtzehn Road, N. 88°38'04" W., 2622.60 feet to a treated wood fence post for angle, and N. 89°47'24" W., 415.18 feet to a 'A" steel rod for a southwest corner of the herein described tract, the southeast corner of the County of Gillespie 0.30 acre tract of land recorded in Volume 601, Page 529, Official Public Records, Gillespie County, Texas; Thence, with the east and north line of said 0.3 acre tract, N. 00°00'0D" W., 103.22 feet to a 'A" steel rod for corner, and N. 90°00'00" W., 166.95 feet to a'/:° steel rod set for angle of the herein described tract; Thence, with a southwesterly line of the herein described tract, N. 37°08'44" W., 59.90 feet to a V." steel rod for corner of the herein described tract, and being in the southeast line of Lot 46; Thence, with the Southeast line of the herein described tract, the northwest line of the Ronald Timothy Morin 35.66 acre tract recorded in Volume 354, Page 470, Official Public Records, Gillespie County, Texas, S. 31°25'16" W., 649.99 feet to a'/2' steel rod found for angle, and S. 31°13'25" W., 263.32 feet to a W steel rod for angle, S. 34°02'41" W., 122.82 feet to a W steel rod for angle, S. 48°59'41" W., 172.57 feet to a 'A" steel rod for angle, S. 11°02'09" E., 145B8 feet to a "A" steel rod for angle, S. 45°49'53° E., 82.86 feet to a 'A° steel rod for angle, S. 71°25'05" E., 81.64 feet to a "A" steel rod for angle, and S. 49°24'45" E., 190.68 feet to an unmarked point in the center of Palo Alto Creek for the angle of the herein described tract, the northeast corner of Lot 43, continuing S. 51°2913": E., 257.15 feet to a point for angle, S. 55°39'23" E., 359.01 feet to a point for angle, S. 62°16'03" E., 198.42 feet, S. 50°43'03" E., 159.18 feet to a point for angle, S. 40°37'45" E., 209.00 feet to a point for angle, S. 68°53'52" W. 62.24 feet to a point on the bank of said Creek for angle of the herein described tract, in the north line of the John P. Healy 346.1 acre tract of land recorded in Volume 148, Page 325, Deed Records, Gillespie County, Texas; Thence, with the southerly line of the herein described tract,. the northerly line of said 346.1 acre tract, S. 88°02'27" W., 606.28 feet to a 'A" steel rod for angle, N. 88°58'04" W., 41.09 feet to a "A" steel rod for angle, N. 87°43'31' W., 724.74 feet to a 'A" steel rod for angle, N. 85°01'14" W,, 464.06 feet to a "A" steel rod for angle, N. 88°05'40" W., 386.85 feet to a 'A" steel rod for angle, N. 87°36'32" W., 218.26 feet to a W steel rod for angle, N. 87°02'57" W., 176.15 feet to a Vi steel rod for angle, S. 00°35'33" W., 506.85 feet to a "A" steel rod found for angle, S. 54°22'56" W., 1109.34 feet to a 7" cedar post for angle, S. 12°18'57"W., 1026.00 feet to a 6" cedar post rod for angle,

A-3 AUS536483806v9 - 162171.010100

BOOT RANCH MASTER DECLARATION

S. 17°11'09" W., 305.87 feet to a 'A" steel rod found for angle, S. 17°16144" W., 27427 feet to a''/2" steel rod found for angle, S. 07°50'48" W., 300.06 feet to a 6" cedar post for angle, S. 06°12'48" E., 295.54 feet to a 6" cedar post for angle, S. 08°24'13" W., 292.37 feet to a 6" cedar post for angle, S. 24°28'48" W., 307.51 feet to a'/2" steel rod set for the southeast corner of the herein described tract, in the north line of the Michael Edward Kammlah 165.7 acre tract recorded in Volume 303, Page 826, Real Property Records, Gillespie County, Texas; Thence, with the south line of the herein described tract, the north line of the Kammlah tract, S. 89°20'12" W., 669.31 feet to a 1/2" steel rod found for angle, S. 89°33'01" W., 958,39 feet to a 1/2" steel rod set for angle, N. 89°41'53" W., 832.21 feet to a 1/2" steel rod found for angle, and N. 89°20'12" W., 574.58 feet to a 12" pine post found for a southwest corner of the herein described tract, the southeast corner of a 0.59 acre utility easement to the City of Fredericksburg as per Volume 610, Page 52, Official Public Records, Gillespie County, Texas; Thence, with the west line of the herein described tract, the east line of the Harold Stehling. 179.362 acre tract of land recorded in Volume 78, Page 448, Deed Records, Gillespie County, Texas, N. 00°20'21" W., 2184.13 feet to a fence post found for corner, N. 89°48'04" W., 229.84 feet to a concrete monument found for corner, and N. 00'15'45" W., 1734.85 feet to a 1/2 — steel rod found for angle of the herein described tract, the northeast corner of said 179.362 acre tract, the southeast corner of the aforementioned Herbert Stehling 182.58 acre tract; Thence, with the west line of the herein described tract, the east line of said 179.362 acre tract, N. 00°03'10" W., 4131.52 feet to a Y2" steel rod found for angle, and N. 03°06'44" E., 286.46 feet to the Point-of-Beginning and containing 2051.387 acres of land.

A-4 AUS536483806v9 - 162171.010100

BOOT RANCH MASTER DECLARATION

EXHIBIT "B" All Lots set forth in that plat entitled, Plat of Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 3, Pages 163-166, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lot Nos. 13 14, 15, 16, 17, 26, 33, 35, 37, 38, 39, 40, 41, 43, 44, 48, 49, 50, 50-B, 54, 56, 57, 60, 63, 64, 65, 66, 67 and Boot Ranch Circle of Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 15-22, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lot Nos. 1-5, 8-10, 11, 12, 14, 18, 21-23, 27-30, 34, 37, 38, 40, 41-42, 47, 50, 50B, 53, 56, 62-65. and 85 Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 36-39, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 39, 40, 43, 48, 51, 52, 54, 55, 57, 59, 60, 81, 82, 83, 87, 92, 93, 95, 103, 104, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 129-133, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 19 20 48R, 55R, 57R 58 66 67, 68, 69 70 80 81R, 91, 96-97 102, 108, 109, 200-202, 208-212, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 176-179, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat of Lots No. 98 & 99, Boot Ranch, Phase 1, Subdivision into Lot 99R, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 197, Official Public t Records of Gillespie County, Texas; as amended by that plat entitled, A Replat of Lots 51R & 90 in Boot Ranch, a Plat of Record in Vol. 4, Pg. 36 of the Gillespie County Plat Records, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Page 3, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 66A, 66B, 66C, 67R, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Page 5, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 3, 4, 8, 70A, 70B, 85, 101, 102A, 102B, 301, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 10-12, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 35, 79, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 26, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 76, 77 Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 53, Official Public Records of Gillespie County, Texas, as amended by that plat entitled, A Replat for Lots 50 and 53 Boot Ranch, Phase 1 Subdivision into Lot 53R, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 67, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 96A and 96B Boot Ranch, Phase 1 Subdivision into Lot 96R, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 68, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 55R, 57RA, 57RB, 58A, 58B, 59R, and 91B; including a portion of Boot Ranch Ridge East and a Portion of that certain 2051.387 acre tract recorded in Document Number 20153665, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 75, Official Public Records of Gillespie County, Texas.

Lot No. 105, 106, 107, Boot Ranch, Phase 1A Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 41-42, Official Public Records of Gillespie County, Texas; as amended by that plat entitled A Replat for Lot 105 Boot Ranch, Phase 1A Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 128, Official Public Records of Gillespie County, Texas.

B-1 AUS536483806v9 - 162171.010100

BOOT RANCH MASTER DECLARATION

All Improvements located on the .402 Acre of land, as more particularly defined below: All improvements located on 0.402 acres of land, more or less, situated in Gillespie County, Texas, part of Lot No. 35R, Boot Ranch, Phase 1 Subdivion, and is common known as Sunday House No. 1; said 0.402 acre tract of land is described by metes and bounds as follows: COMMENCING for reference at a 1/2 inch steel bar (capped: GROGAN SURVEYING) found set in the South line of Boot Ranch Circle (60' wide private street), for the NW corner of said Lot No. 35R, from which an 1/2 inch steel bar (capped: GROGAN SURVEYING) found set for a westerly corner of said Lot 35 bears S 1 deg. 59 min. 58 sec. W. (Bearing Basis) 372.31 feet; THENCE over and across said Lot No. 35R, S 28 deg. 37 min. E 61.91 feet to a 5/8 inch steel bar found set for the POINT OF BEGINNING and NW corner of this tract of land; THENCE over and across said Lot No. 35R, N 88 deg. 59 min. 10 sec. E, 153.6 feet to a 5/8 inch steel bar found set for the NE corner of this tract of land; THENCE over and across said Lot No. 35R,S 0 deg. 08 min. W, 113.15 feet to a 5/8 inch steel bar found set, for the SE corner of this tract of land; THENCE over and across said Lot No. 35R, S. 78 deg. 48 min. 25 sec.W. 127.8 feet to a 5/8 inch steel bar found set, for the SW corner of this tract of land; THENCE over and across said Lot. No. 35R, N. 11 deg. 40 min. 30 sec. W, 138.09 feet to the PLACE OF BEGINNING. All Improvements located on the .503 Acre of land, as more particularly defined below: k) All improvements located on 0.503 acre of land, more or less, situated in Gillespie County Texas, part of Lot No. 35R, Boot Ranch, Phase 1 Subdivision, and is commonly known as Sunday House No. 2; said 0.503 acre tract of land is described by metes and bounds as follows: COMMENCING for reference at a Y inch steel bar (capped: GROGAN SURVEYING) found set in the South line of Boot Ranch Circle (60' wide private street), for the NW corner of said Lot No. 35R,from which a 1A inch steel bar (capped: GROGAN SURVEYING) found set for a westerly corner of said Lot No. 35 bears S 1 deg. 59 min. 58 sec. W, (Bearing Basis) 372.31 feet; THENCE over and across said Lot No. 35R,S. 80 deg. 05 min. 20 sec. E., 226.65 feet to a'/2 inch steel bar set for the POINT OF BEGINNING and NW corner of this tract of land; THENCE over and across said L6t No. 35R,S. 88deg. 44 min., 35 sec. E, 204.01 feet to a IA inch steel bar set, for the NE corner of this tract of land; THENCE over and.across said Lot No. 35R,S. 0 deg. 10 min. 30 sec. W, 111.48 feet to al/2. inch steel bar set, for the SE corner of this tract of land; THENCE over and across said Lot No. 35R,S. 89 deg. 03 min. 10 sec., W, 176.84 feet to a Yz inch steel bar set, for the SW corner of this tract of land; THENCE over and across said Lot No. 35R,N. 12 deg. 42 min. 20 sec. W, 121.86 feet to the PLACE OF BEGINNING.

B-2 A US536483806v9 - 162171.010100

BOOT RANCH MASTER DECLARATION

All Improvements located on the .362 Acre of land, as more particularly defined below: I) All improvements located on 0.362 acre of land, more or less, situated in Gillespie County, Texas, part of Lot No. 35R, Boot Ranch, Phase 1 Subdivision, and is commonly known as Sunday House No. 3; said 0.362 acre tract of land is described by metes and bounds as follows: COMMENCING for reference at a'' inch steel bar (capped: (GROGAN SURVEYING) found set in the South line of Boot Ranch Circle (60' wide private street), for the NE comer of said Lot No. 35; / inch THENCE over and across said Lot No. 35R,S. 3 deg. 29 min. 50 sec. W, 187.37 feet to a 12 steel bar set, for the POINT OF BEGINNING and North corner of this tract of land; THENCE over and across said Lot No. 35R,S. 53 deg. 27 min. E, 202.26 feet to a'/ inch steel bar set, for the NE corner of this tract of land; THENCE over and across said Lot No. 35R,S. 19 deg. 54 min. 10 sec. W, 39.37 feet to a 1/ 2 inch steel bar set, for the SE corner of this tract of land; THENCE over and across said Lot No. 35R,S 84 deg. 11 min. 45 sec. W, 86.32 feet to a wood stake, for the SW corner of this tract of land; THENCE over and across said Lot No. 35R,N. 43 deg. 29 min. 30 sec. W, 132.81 feet to a 12 / inch steel bar set, for the West corner of this tract of land; THENCE over and across said Lot No. 35R,N. 21 deg. 59 min. 30 sec. E, 75.33 feet to the PLACE OF BEGINNING.

B-3 A US536483806v9 - 162171.010100

BOOT RANCH MASTER DECLARATION

All Improvements located on the .401 Acre of land, as more particularly defined below: m) All improvements located on 0.401 acre of land, more or less, situated in Gillespie County, Texas, part of Lot No. 35R, Boot Ranch, Phase 1 Subdivision, and is commonly known as Sunday House No. 4; said 0.401 acre tract of land is described by metes and bounds as follows: Beginning at a W iron rod with an orange "Pfeiffer Survey" plastic cap set for the northwest corner of the herein described parcel, said point bears South 48 degrees 19 minutes 00 seconds East, a distance of 302.75 feet from a Yz" iron rod with an orange "Pfeiffer Survey" plastic cap found in the south right-of-way line of Boot Ranch Circle for the northeast corner of Lot 79R recorded in Volume 5, Page 26, Plat Records, Gillespie County, Texas and the northwest corner of the above referenced Lot 35R; THENCE, crossing through Lot 35R, the following five (5) courses and distances: North 87 degrees 43 minutes 08 seconds East, a distance of 158.21 feet to a 'A" iron rod with an orange "Pfeiffer Survey" plastic cap set for the northeast corner of the herein described parcel; South 04 degrees 09 minutes 30 seconds East, a distance of 93.28 feet to a 'A" iron rod with an orange "Pfeiffer Survey" plastic cap set for the southeast corner of the herein described parcel; South 68 degrees 08 minutes 58 seconds West, a distance of 108.84 feet to a %" iron rod with an orange "Pfeiffer Survey" plastic cap set for angle; North 76 degrees 47 minutes 33 seconds West, a distance of 43.41 feet to a'/z" iron rod with an orange "Pfeiffer Survey" plastic cap set for the southwest corner of the herein described parcel, said point bears North 76 degrees 44 minutes 48 seconds East, a distance of 227.05 feet from a W iron rod with a "Grogan Surveying" plastic cap found at an angle of said Lot 35R and said lot 79R; and North 10 degrees 24 minutes 56 seconds West, a distance of119.30 feet to the Point of Beginning containing 0.401 acres of land.

B-4 AUS536483806v9 -162171.010100

BOOT RANCH MASTER DECLARATION

All Improvements located on the .400 Acre of land, as more particularly defined below:

PFEIFFER LAND SURVEYING 918 Adler Street, Boerne, Texas 78006 Phone: 830-249-3385

FIELD NOTES FOR A 0.400 ACRE LEASE PARCEL Being a 0.400 acre lease parcel out of Lot 35R, Boot Ranch, Phase 1 Subdivision recorded in Volume 5, Page 26, Plat Records, Gillespie County, Texas, said 0.400 acre lease parcel being more particularly described by metes and bounds as follows: Beginning at a calculated point for the northernmost northwest corner of the herein described lease parcel, said point bears South 30 degrees 28 minutes 53 seconds East, a distance of 318.58 feet from a Y2" iron rod with an orange "Pfeiffer Survey" plastic cap found in the south right-of-way line of Boot Ranch Circle for the northeast corner of Lot 79R recorded in Volume 5, Page 26, Plat Records, Gillespie County, Texas and the northwest corner of the above referenced Lot 35R; Thence, crossing through Lot 35R, the following nine (9) courses and distances: South 86 degrees 54 minutes 12 seconds East, a distance of 32.57 feet to a calculated point for corner; South 07 degrees 29 minutes 46 seconds East, a distance of 30.17 feet to a calculated point for an interior angle; South 63 degrees 58 minutes 28 seconds East, a distance of 100.26 feet to a calculated point for the easternmost corner of the herein described lease parcel, said point bears South 33 degrees 07 minutes 05 seconds West, a distance of 418.28 feet from a I/2" iron rod found at the northeast corner of said Lot 35R; South 30 degrees 06 minutes 15 seconds West, a distance of 135.28 feet to a calculated point for the southernmost corner of the herein described lease parcel; North 81 degrees 49 minutes 14 seconds West, a distance of 21.80 feet to a calculated point for angle; North 46 degrees 09 minutes 51 seconds West, a distance of 92.83 feet to a calculated point for angle, said point bears South 74 degrees 39 minutes 16 seconds East, a distance of 109.17 feet from a Y2" iron rod with a "Grogan" plastic cap found at an angle of said Lot 35R and said lot 79R; North 11 degrees 00 minutes 45 seconds West, a distance of 47.17 feet to a calculated point for the westernmost corner of the herein described easement; North 66 degrees 39 minutes 54 seconds East, a distance of 28.09 feet to a calculated point for an interior angle; and North 10 degrees 53 minutes 24 seconds East, a distance of 69.11 feet to the Point of Beginning containing 0.400 acres of land.

Note: The bearings are based on the Texas State Plane Coordinate System, Central Zone, 4203, NAD83. A drawing was prepared for the above described lease parcel.

Wes Rexrode Registered Professional Land Surveyor No. 6001 Job Number: 94-15 (0.400 acre lease parcel)

Page 1 of 1

B-5 AUS536483806v9 - 162171.010100

BOOT RANCH MASTER DECLARATION

FILED AND RECORDED OFFICIAL PUBLIC RECORDS (-fiZeft. r

C

Mary Lynn Rusche, County Clerk Gillespie County Texas February 16, 2016

02:07:28 PI

FEE: $383.00 FELxclA AMEND

20160757

1 II1II 1II

4 PGS

20165684

AMEND

AFTER RECORDING RETURN TO:

Eri GreenbergTraurig

Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

BOOTRANCH FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED DECLARATION OF GOVERNANCE FOR BOOT RANCH Gillespie County, Texas

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross Reference to Second Amended and Restated Declaration of Governance for Boot Ranch, recorded as Document No. 20160757 of the Official Public Records of Gillespie County, Texas, as amended.

AUS536535102v5 - 162171.010100

BOOT RANCH FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED DECLARATION OF GOVERNANCE FOR BOOT RANCH This First Amendment to the Second Amended and Restated Declaration of Governance for Boot Ranch (this "Amendment") is made by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company ("Sponsor"), and is as follows: RECITALS: A. Sponsor previously executed and recorded that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded as Document No. 20160757 of the Official Public Records of Gillespie County, Texas (the "Declaration").

B. acting alone.

C.

Pursuant to Section 11.03 of the Declaration, the Declaration may be amended by Sponsor

Sponsor desires to amend the Declaration as set forth hereinbelow.

NOW THEREFORE, Sponsor hereby amends and modifies the Declaration as follows: 1.

Community Benefit Fee. Section 6.15 of the Declaration is hereby deleted in its entirety and replaced with the following: Community Benefit Fee The Community Benefit Declaration has been terminated 6.15 pursuant to the Amendment and Termination of Community Benefit Fee Declaration, recorded under Document No. 20165629 of the Official Public Records of Gillespie County, Texas. Any reference in the Documents to the Community Benefit Fee Declaration or the Community Benefit Fee is hereby considered void.

Architectural Control. The first sentence in the second paragraph under Section 7.02(a) is 2. hereby deleted in its entirety and replaced with the following sentence: During the Development Period, the Sponsor shall have the exclusive authority to appoint members of the ARB, unless such right is earlier terminated by a Recorded instrument executed by the Sponsor.

3.

Miscellaneous. Any capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Declaration. Unless expressly amended by this Amendment, all other terms and provisions of the Declaration remain in full force and effect as written, and are hereby ratified and confirmed.

[SIGNATURE PAGE FOLLOWS]

2 AUS536535102v5 - 162171.010100

Executed to be effective on the date of the Recording of this instrument.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

ii Name: D. Craigfiartin Title: Authorized Signatory THE STATE OF TEXAS

5 5

COUNTY OF WF:114-T-ON /f-,04 day of November, 2016, by D. Craig This instrument was acknowledged before me on this f v Martin, Authorized Signatory of BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company, on behalf of such company.

(seal)

DIANA L SAMPLE

• ......... ......

Notary Public, State of Texas My Commission Expires August 22, 2018

Notary Public, State of Texas

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FILED AND RECORDED OFFICIAL PUBLIC RECORDS Mary Lynn Rusche, County Clerk Gillespie County, Texas November 17, 2016

10:01:52 AM

FEE: $28.00 CCHEESEMAN AMEND

20165684

25 PGS DECLARA T

2116@15'

AFTER RECORDING RETURN TO:

BE GreenbergTraurig

Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

BOOTRANCH DEVELOPMENT AREA DECLARATION [Single-Family Residential] A Master Planned Community in Gillerie County, Texas

Sponsor: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to Boot Ranch Second Amended and Restated Declaration of Governance for Boot Ranch, recorded in the Official Public Records of Gillespie County, Texas.

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TABLE OF CONTENTS ARTICLE 1 DEFINITIONS

2

ARTICLE 2 USE RESTRICTIONS Use Restrictions 2.01 2.02 Rentals 2.03 Trash Containers 2.04 Unsightly Articles 2.05 Vehicles 2.06 Outside Burning 2.07 Nuisance 2.08 Animals - Household Pets Hunting and Guns 2.09 2.10 Combustible Liquid 2.11 Streams and Drainage Channels 2.12 Wetlands 2.13 Drainage and Grading 2.14 Water Wells and Septic Tanks 2.15 Sight Distance at Intersections 2.16 Subdivision of Lot 2.17 Occupancy of Unfinished Improvements 2.18 Antennas 2.19 Signs 2.20 Flags 2.21 Tanks Use of the Lakes, Ponds, and Streams 2.22 2.23 Presence of Wildlife

2 2 3 3 3 4 4 5 5 5 6 6 6 6 6 6 6 6 7 8 9 10 10 11

ARTICLE 3 CONSTRUCTION RESTRICTIONS 3.01 Construction of Improvements 3.02 Utility Lines 3.03 Garages; Minimum Parking Spaces 3.04 Fences 3.05 Driveways 3.06 HVAC Location Landscaping 3.07 3.08 Solar Energy Device 3.09 Rainwater Harvesting Systems Xeriscaping 3.10 3.11 Standby Electric Generators 3.12 Streets within the Property

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ARTICLE 4 DEVELOPMENT 4.01 Notice of Annexation Withdrawal of Land 4.02 4.03 Assignment of Sponsor's Rights

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ARTICLE 5 GENERAL PROVISIONS 5.01 Term 5.02 Amendment 5.03 Notices

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5.04 5.05 5.06 5.07 5.08

Interpretation Gender Assignment of Sponsor's Rights Enforcement and Nonwaiver Construction

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BOOT RANCH DEVELOPMENT AREA DECLARATION [RESIDENTIAL]

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BOOTRANCH DEVELOPMENT AREA DECLARATION [Single-Family Residential] This Development Area Declaration for Boot Ranch [Single-Family Residential] (the "Development Area Declaration") is made by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"), and is as follows: RECITALS: A. Sponsor is successor in interest to TX 77 Boot Ranch Circle LLC, a Delaware limited liability company (the "Original Sponsor"), pursuant to that certain Assignment of Development Rights, recorded under Document No. 20153662 of the Official Public Records of Gillespie County, Texas, and that certain Assignment of Development Rights and Proceeds, recorded under Document No. 20160054 of the Official Public Records of Gillespie County, Texas (collectively, the "Assignments").

B. Original Sponsor previously executed and recorded that certain First Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20113029 of the Official Public Records of Gillespie County, Texas (the "Original Declaration"). Sponsor amended and restated the Original Declaration with that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded in the Official Public Records of Gillespie County, Texas (the "Master Declaration").

C. Certain portions of the Property (as defined in the Master Declaration) which have already been made subject to the Original Declaration as set forth on Exhibit "B" to the Master Declaration are and shall continue to be encumbered by the terms and conditions of this Development Area Declaration upon Recordation and thereby constitute the "Development."

D. Further, pursuant to the Master Declaration, Sponsor served notice that portions of the Property may be made subject to a Development Area Declaration upon the Recordation of one or more Notices of Annexation in accordance with Section 10.05 of the Master Declaration. Once such Notices of Annexation have been Recorded, the portions of the Property described therein will be referred to herein as the "Development Area" and shall also then constitute the Development.

The Development Area will be governed by and fully subject to this Development Area Declaration in addition to the Master Declaration.

A Development Area is a portion of the Development and is subject to the terms and provisions of the Master Declaration. A Development Area Declaration includes specific restrictions which only apply to the Development Area, in addition to the terms and provisions of the Master Declaration.

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NOW, THEREFORE, it is hereby declared: (i) those portions of the Property as and when made subject to this Development Area Declaration by the filing of a Notice of Annexation will be held, sold, conveyed, and occupied subject to the following covenants, conditions and restrictions which will run with such portions of the Property and will be binding upon all parties having right, title, or interest in or to such portions of the Property or any part thereof, their heirs, successors, and assigns and will inure to the benefit of each Owner thereof; (ii) each contract or deed conveying those portions of the Property which are made subject to this Development Area Declaration will conclusively be held to have been executed, delivered, and accepted subject to the following covenants, conditions and restrictions, regardless of whether or not the same are set out in full or by reference in said contract or deed; (iii) upon Recording of this Development Area Declaration, all portions of the Property already made subject to the Original Declaration are and shall continue to be encumbered by the terms and conditions of this Development Area Declaration; and (iv) that this Development Area Declaration will supplement and be in addition to the covenants, conditions, and restrictions of the Master Declaration.

ARTICLE 1 DEFINITIONS Unless the context otherwise specifies or requires, the following words and phrases when used in this development area declaration will have the meanings hereinafter specified: "Development Water Features" shall mean any lake, pond, river or stream within the Development.

"Solar Energy Device" means a system or series of mechanisms designed primarily to provide heating or cooling or to produce electrical or mechanical power by collecting and transferring solar-generated energy. The term includes a mechanical or chemical device that has the ability to store solar-generated energy for use in heating or cooling or in the production of power.

"Standby Electric Generator" means a device that converts mechanical energy to electrical energy and is (a) powered by natural gas, liquefied petroleum gas, diesel fuel, biodiesel fuel, or hydrogen; (b) fully enclosed in an integral manufacturer-supplied sound attenuating enclosure; (c) connected to the main electrical panel of a residence by a manual or automatic transfer switch; and (d) rated for a generating capacity of not less than seven kilowatts.

Any other capitalized terms used but not defined in this Development Area Declaration shall have the meaning subscribed to such terms in the Master Declaration.

ARTICLE 2 USE RESTRICTIONS All of the Development Area will be owned, held, encumbered, leased, used, occupied, and enjoyed subject to the following limitations and restrictions: 2.01 Use Restrictions. The Development Area shall be used solely for single-family residential purposes. The Development Area may not be used for any other purposes without the prior written consent of the Sponsor, which consent may be withheld by the Sponsor in its sole and absolute discretion. No professional, business, or commercial activity to which the general public is invited shall be conducted on any portion of the Development Area, except an Owner or Occupant 2 AUS536483606v4 - 162171.010100

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may conduct business activities within a residence so long as: (a) such activity complies with all Applicable Law; (b) participation in the business activity is limited to the Owner(s) or Occupant(s) of a residence; (c) the existence or operation of the business activity is not apparent or detectable by sight, i.e., no sign may be erected advertising the business within the Development Area, sound, or smell from outside the residence; (d) the business activity does not involve door-to-door solicitation of residents within the Development; (e) the business does not, in the Board's judgment, generate a level of vehicular or pedestrian traffic or a number of vehicles parked within the Development Area which is noticeably greater than that which is typical of residences in which no business activity is being conducted; (f) the business activity is consistent with the residential character of the Development Area and does not constitute a nuisance, or a hazardous or offensive use, or threaten the security or safety of other residents of the Development as may be determined in the sole discretion of the Board; and (g) the business does not require the installation of any machinery other than that customary to normal household operations. The terms "business" and "trade", as used in this provision, shall be construed to have their ordinary, generally accepted meanings and shall include, without limitation, any occupation, work, or activity undertaken on an ongoing basis which involves the provision of goods or services to persons other than the provider's family and for which the provider receives a fee, compensation, or other form of consideration, regardless of whether: (x) such activity is engaged in full or part-time; (y) such activity is intended to or does generate a profit; or (z) a license is required.

2.02 Rentals. No portion of the Development Area may be used as an apartment house, flat, lodging house, hotel, bed and breakfast lodge, or any similar purpose, but the primary residence constructed on a Lot may be leased for residential purposes for a lease term of no less than six (6) months. The Owner must provide to its lessee copies of the Documents and the Club Membership Documents. All leases shall be in writing and shall require, without limitation, that the Occupant acknowledge receipt of the Documents and the Club Membership Documents, and agree to be bound by the terms and provisions contained therein. Notice of any lease, together with such additional information as may be required by the Board, must be remitted to the Association by the Owner on or before the expiration of ten (10) days after the effective date of the lease. All leases must be for the entire residence.

2.03 Trash Containers. Trash containers and recycling bins must be stored at all times either: (a) inside the garage of the residence; or (b) behind a wall or fence approved by the ARB and constructed in such a manner that the trash container and recycling bin is not visible from any street, alley, or adjacent Lot. The ARB shall have the right to specify additional locations in which trash containers or recycling bins must be stored.

2.04 Unsightly Articles. No article deemed to be unsightly by the Board in its reasonable discretion will be permitted to remain on any Lot so as to be visible from adjoining property or from public or private thoroughfares. Garden maintenance equipment, air conditioning equipment, pool equipment, and other such utilities or equipment used or located on a Lot must be screened from view. Service areas, storage areas, and compost piles, lumber, grass, plant waste, shrub or tree clippings, metals, bulk materials, scrap, refuse or trash shall not be kept, stored, or allowed to accumulate on any portion of the Development Area except within enclosed structures or appropriately screened from view. Roads and sidewalks shall be kept free of obstruction at all times.

In addition, trees, shrubbery and other landscaping materials shall not be permitted to grow in such a manner as to impede pedestrian or vehicular traffic within any roadway, sidewalk, or other pedestrian pathway or trail.

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Notwithstanding the foregoing, lumber, grass, plant waste, shrub or tree clippings, metals, or bulk materials may be stored, kept, or allowed to accumulate within a Lot during the initial construction period of the Improvements to the Lot, not to exceed one (1) year in duration, and then only during periods of actual construction. In addition, during construction the building materials on any Lot shall be placed and kept in an orderly fashion. Any Lot on which construction is in progress shall be policed prior to each weekend and during the weekend all materials shall be neatly stacked or placed and any trash or waste materials shall be removed. Homebuilders may not dump or bury rocks and trees removed from a building site on any building site. Owners and Occupants may not burn or bury biodegradable trash, leaves, debris or other materials.

2.05 Vehicles. All vehicles shall be subject to such reasonable rules and regulations as the Association may adopt, including but not limited to reasonable safety measures and speed limits within the Development. Only drivers licensed to operate motor vehicles by the State of Texas or by any other state in the United States may operate any type of motor vehicle. In addition, the following shall apply: Automobiles and non-commercial trucks and vans shall be parked only in the (a) driveways, if any, serving the Lots unless otherwise approved by the Board; garages or in provided however, the Sponsor and/or the Association may designate certain on-street parking areas for visitors or guests subject to reasonable rules. When not in use, all garage doors shall be kept closed. (b) Recreational vehicles shall be parked only in closed garages with doors serving the residential units. The term "recreational vehicles," as used herein, shall include, without limitation, motor homes, mobile homes, boats, trailers, other towed vehicles, motorcycles, minibikes, scooters, go-carts, all-terrain vehicles, campers, buses, commercial trucks and vans. Any recreational vehicle parked or stored in violation of this provision in excess of two (2) days shall be considered a nuisance and may be removed from the Development by the Association. Trucks with mounted campers which are an Owner's or Occupant's primary means of transportation shall not be considered recreational vehicles, provided they are used on a regular basis for transportation and the camper is stored out of public view. No repair or maintenance work may be done on any of the foregoing, or on any automobile (other than minor emergency repairs), except in enclosed garages or other structures. No: (a) racing vehicles; or (b) other vehicles (including, without limitation, motorcycles or motor scooters) which are inoperable or do not have a current license tag will be permitted to remain visible on any Lot or to be parked on any roadway within the Development Area. Motorcycles shall be operated in a quiet manner.

No motorized vehicles shall be permitted on unpaved Common Area or on (c) pathways or trails within the Development except for public safety vehicles authorized by the Board and vehicles used by the Association in the maintenance of all or any portion of the Properties (d) Mobile homes are prohibited. Notwithstanding the foregoing, sales trailers or other temporary structures expressly approved by the ARB shall be permitted.

2.06 Outside Burning. There will be no exterior fires, except that barbecues, outside fires in fireplaces and braziers or other fires contained within designed facilities or receptacles and in 4 AUS536483606v4 - 162171.010100

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areas designated and approved by the ARB shall be permitted. No Owner will permit any condition upon its portion of the Development Area which creates a fire hazard or violates Applicable Law. 2.07 Nuisance. It shall be the responsibility of each Owner and Occupant to prevent the development of any unclean, unhealthy, unsightly, or unkempt condition on his or her Lot. No property within the Development shall be used, in whole or in part, for the storage of any property or thing that will cause such Lot, and the Improvements located thereon, to appear to be in an unclean or untidy condition or that will be obnoxious to the eye; nor shall any substance, thing, or material be kept that will emit foul or obnoxious odors or that will cause any noise or other condition that will or might disturb the peace, quiet, safety, comfort, or serenity of the occupants of surrounding property. No noxious or offensive activity shall be carried on within the Development, nor shall anything be done tending to cause embarrassment, discomfort, annoyance, or nuisance to any Person using any property within the Development. There shall not be maintained any plants or animals or device or thing of any sort whose activities or existence in any way is noxious, dangerous, illegal, unsightly, unpleasant, or of a nature as may diminish or destroy the enjoyment of the Development. Without limiting the generality of the foregoing, no speaker, horn, whistle, siren, bell, amplifier or other sound device, except such devices as may be used exclusively for security purposes or for listening privately to music or as approved by the Board, shall be located, installed or maintained upon the exterior of any Improvement within a Lot unless required by Applicable Law. 2.08 Animals - Household Pets. No animals, including pigs, hogs, swine, poultry, fowl, wild animals, horses, cattle, sheep, goats, or any other type of animal not considered to be a domestic household pet within the ordinary meaning and interpretation of such words may be kept, maintained, or cared for on the Development Area (as used in this paragraph, the term "domestic household pet" shall not mean or include non-traditional pets such pot-bellied pigs, miniature horses, chickens, exotic snakes or lizards, ferrets, monkeys or other exotic animals). The Board may conclusively determine, in its sole discretion, whether a particular pet is a domestic household pet within the ordinary meaning and interpretation of such words. No animal may be allowed to make an unreasonable amount of noise, or to become a nuisance, and no domestic pets will be allowed on the Development Area other than within the residence, or the fenced yard space associated therewith, unless confined to a leash. The Association may restrict pets to certain areas on the Development Area. No animal may be stabled, maintained, kept, cared for, or boarded for hire or remuneration on the Development Area, and no kennels or breeding operation will be allowed. No animal may be allowed to run at large, and all animals must be kept within enclosed areas which must be clean, sanitary, and reasonably free of refuse, insects, and waste at all times. All pet waste will be removed and appropriately disposed of by the owner of the pet. All pets must be registered, licensed and inoculated as required by Applicable Law. All pets not confined to a residence must wear collars with appropriate identification tags. If, in the opinion of the Board, any pet becomes a source of unreasonable annoyance to others, becomes dangerous, or destructive of wildlife, or the owner of the pet fails or refuses to comply with these restrictions, the Owner or Occupant, upon written notice, may be required to remove the pet from the Development Area.

2.09 Hunting and Guns. Hunting, trapping or the discharge of firearms, arrows, or other projectiles within any portion of the Development is strictly prohibited. The term "firearms" includes without limitation "B-B" guns, pellet guns, and firearms of all types. Notwithstanding the foregoing, Owners, Occupants, invitees, and guests, shall have the right to discharge firearms within

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any shooting facilities included in a Club Facility so long as such activity is done in accordance to the Rules and Applicable Law. 2.10 Combustible Liquid. Storage of gasoline, heating or other fuels on any Lot is strictly prohibited, provided that a reasonable amount of fuel may be stored on each Lot for emergency purposes and for operation of lawn mowers and similar tools or equipment. Propane or LP tanks greater than five (5) gallons in size may only be stored or operated on a Lot with the express written consent of the Board. The Association shall be permitted to store fuel for operation of maintenance vehicles, generators and similar equipment. Storage tanks shall be located or screened so as to be concealed form the view of neighboring streets and Lots 2.11 Streams and Drainage Channels. No streams or drainage channels which run across any Lot may be dammed, or the water therefrom impounded, diverted, or used for any purpose without the prior written consent of the Board, except that the Sponsor shall have such rights as provided in Article 10 of the Master Declaration.

2.12 Wetlands. All areas designated on a recorded plat as "wetlands" shall be generally left in a natural state and not disturbed, and any proposed alteration of the wetlands must be in accordance with any restrictions or covenants recorded against such property and be approved by all appropriate regulatory bodies. Notwithstanding anything contained in this Section, the Sponsor, the Association, and the successors, assigns, affiliates and designees of each may conduct such activities as have been or may be permitted by the U.S. Army Corps of Engineers or any successor thereof responsible for the regulation of wetlands.

2.13

Drainage and Grading.

(a) Obstruction or Alteration of Drainage. Catch basins and drainage areas are for the purpose of natural flow of water and for collection of rainwater for irrigation purposes. No Owner or Occupant may unilaterally obstruct, alter, or rechannel the drainage flows from or to a neighboring Lot or Common Area by installing unreasonably large drainage swales, storm sewers, or storm drains. (b) Alteration of Grading. No Person shall alter the grading of any Lot without prior approval of the ARB. 2.14 Water Wells and Septic Tanks. Except those installed by the Sponsor, no private water wells may be drilled or maintained and no additional septic tanks or similar sewerage facilities or irrigation wells may be installed or maintained on any Lot. Notwithstanding the foregoing, the Association may install private water wells within the preserve section of Boot Ranch, subject to obtaining the necessary governmental approvals and the approval of the ARB. 2.15 Sight Distance at Intersections. All property located at street intersections or driveways shall be landscaped so as to permit safe sight across such areas.

Subdivision of Lot. No Lot shall be subdivided or its boundary lines changed after 2.16 a subdivision plat including such Lot has been Recorded.

2.17 Occupancy of Unfinished Improvements. No Lot, or any dwelling located thereon, shall be occupied in any manner before commencement of construction or while in the 6 AUS536483606v4 -162171.010100

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course of construction, nor at any time prior to the dwelling being fully completed. For the purposes of this Section, commencement of construction shall mean that (i) all plans for such construction have been approved by the ARB; (ii) a building permit has been issued for the residential dwelling by the appropriate jurisdiction, if applicable; and (iii) construction of a residential dwelling on the Lot has physically commenced beyond site preparation. Completion of a dwelling shall mean that a Certificate of Compliance has been issued by the ARB pursuant to the Architectural Design Guidelines, and if applicable, a certificate of occupancy has been issued by the appropriate jurisdiction.

2.18 Antennas. The installation of only certain antennas shall be permitted in the Development, as further set forth below.

Prohibited Antennas; Permitted Antennas. Except as expressly provided (a) below, no exterior radio or television antennae or aerial or satellite dish or disc may be erected, maintained or placed on a Lot without the prior written approval of the ARB; provided, however, that: (i) an antenna designed to receive direct broadcast services, including direct-to-home satellite services, that is one meter or less in diameter; or an antenna designed to receive video programming services via multipoint distribution services, including multichannel multipoint distribution services, instructional television fixed services, and local multipoint distribution services, that is one meter or less in diameter or diagonal measurement; or (iii)

an antenna that is designed to receive television broadcast signals;

(collectively, (i) through (iii) are referred to herein as the "Permitted Antennas") will be permitted subject to reasonable requirements as to location and screening as may be set forth in rules adopted by the ARB, consistent with Applicable Law, in order to minimize obtrusiveness as viewed from streets and adjacent property. Sponsor and/or the Association will have the right, but not the obligation, to erect an aerial, satellite dish, or other apparatus for a master antenna, cable, or other communication system for the benefit of all or any portion of the Development.

Location of Permitted Antennas. A Permitted Antenna may be installed (b) solely on the Owner's Lot and may not encroach upon any street, Common Area, Special Common Area, or any other portion of the Development Area. A Permitted Antenna may be installed in a location on the Lot from which an acceptable quality signal can be obtained and where least visible from the street and the Development Area, other than the Lot. In order of preference, the locations of a Permitted Antenna which will be considered least visible by the ARB are as follows: attached to the back of the principal single-family residence (i) constructed on the Lot, with no part of the Permitted Antenna any higher than the lowest point of the roofline and screened from view of adjacent Lots and the street; then

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attached to the side of the principal single-family residence constructed on the Lot, with no part of the Permitted Antenna any higher than the lowest point of the roofline and screened from view of adjacent Lots and the street.

The ARB may, from time to time, modify, amend, or supplement the rules regarding installation and placement of Permitted Antennas.

Satellite dishes one meter or less in diameter, e.g., DirecTV or Dish satellite dishes, are permitted; provided, HOWEVER, you are required to comply with the rules regarding installation and placement. These rules and regulations may be modified by the ARB from time to time. Please contact the ARB for the current rules regarding installation and placement.

2.19 Signs. Except for those permitted signs as set forth below or otherwise permitted

by Applicable Law, no sign of any kind may be displayed to the public view on any Lot without the prior written approval of the ARB. Permitted under the Documents. Signs which are expressly permitted (a) pursuant to the Architectural Design Guidelines or Rules and Regulations may be displayed on a Lot. Sales and Marketing. Signs which are part of Sponsor's or a Homebuilder's (b) overall marketing, sale, or construction plans or activities for the Property shall be permitted on any Lot. School Spirit. One (1) temporary school "spirit" sign may be placed on any (c) Lot so long as the sign: (i) is professionally made; (ii) is limited to maximum face area of five square feet (e.g., 2' x 2.5) on each visible side; (iii) is mounted on a single or frame post if free standing; (iv) does not exceed four feet (4') in height from finished grade at the location where the sign is located; and (v) is removed within five (5) business days following the athletic season for which the sign relates.

For Sale. One (1) temporary "For Sale" sign placed on any Lot so long as (d) the sign: (i) is professionally made; (ii) is limited to a maximum face area of five square feet (e.g., 2' x 2.5') on each visible side; (iii) is mounted on a single or frame post if free standing; (iv) does not exceed four feet (4') in height from finished grade at the location where the sign is located; (v) is removed within two (2) business days following the sale of the Lot; provided, however, that "For Lease" and "For Rent" signs are expressly prohibited.

Elections. Political signs may be displayed on any Lot provided that: (i) the (e) sign is erected no earlier than the 90th day before the date of the election to which the sign relates; (ii) the sign is removed no later than the 10'h day after the date of the election to which the sign relates; (iii) the sign is ground-mounted; (iv) only one sign may be erected for each candidate or ballot item; and (v) signs which include any of the components or characteristics described in Section 202.009(c) of the Texas Property Code are strictly prohibited.

Religious Items. A religious item may be displayed on the entry door or door (f) frame of a residence (which may not extend beyond the outer edge of the door frame) 8 AUS536483606v4 - 162171.010100

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provided that the size of the item(s), individually or in combination with other religious items on the entry door or door frame of the residence, does not exceed twenty-five square inches (e.g., 5" x 5").

Permits. Permits may be displayed on any Lot as may be required by: (g) (i) legal proceedings; or (ii) a governmental entity.

No Solicitation. A "no soliciting" and "security warning" sign may be (h) displayed on or near the front door to a residence, provided that the sign does not exceed twenty-five square inches (e.g., 5" x 5").

2.20 Flags. Owners are permitted to display certain flags on the Owner's Lot, as further set forth below.

Approval Requirements. An Owner is permitted to display the flag of the (a) United States of America, the flag of the State of Texas, an official or replica flag of any branch of the United States Military, or one (1) flag with official insignia of a college or university ("Permitted Flag") and permitted to install a flagpole no more than five feet (5') in length affixed to the front of a residence near the principal entry or affixed to the rear of a residence ("Permitted Flagpole"). Only two (2) permitted Flagpoles are allowed per residence. A Permitted Flag or Permitted Flagpole need not be approved in advance by the ARB. Approval by the ARB is required prior to installing vertical freestanding flagpoles installed in the front or back yard area of any Lot ("Freestanding Flagpole").

Installation and Display. Unless otherwise approved in advance and in (b) writing by the ARB, Permitted Flags, Permitted Flagpoles and Freestanding Flagpoles, installed in accordance with the Flagpole Application, must comply with the following: No more than one (1) Freestanding Flagpole OR no more than (i) two (2) Permitted Flagpoles are permitted per Lot, on which only Permitted Flags may be displayed; Any Permitted Flagpole must be no longer than five feet (5') in length and any Freestanding Flagpole must be no more than twenty feet (20') in height; (iii) Any Permitted Flag displayed on any flagpole may not be more than three feet in height by five feet in width (3'x5'); (iv) The flag of the United States of America must be displayed in accordance with 4 U.S.C. Sections 5-10 and the flag of the State of Texas must be displayed in accordance with Chapter 3100 of the Texas Government Code; (v) The display of a flag, or the location and construction of the flagpole must comply with Applicable Law, easements and setbacks of record; (vi) Any flagpole must be constructed of permanent, long-lasting materials, with a finish appropriate to the materials used in the construction of the flagpole and harmonious with the dwelling; 9 A US536483606v4 - 162171.010100

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(vii) A flag or a flagpole must be maintained in good condition and any deteriorated flag or deteriorated or structurally unsafe flagpole must be repaired, replaced or removed; (viii) Any flag may be illuminated by no more than one (1) halogen landscaping light of low beam intensity which shall not be aimed towards or directly affect any neighboring property; and (ix) Any external halyard of a flagpole must be secured so as to reduce or eliminate noise from flapping against the metal of the flagpole.

2.21 Tanks. Unless otherwise approved in writing by the ARB, no tanks for any purpose other than swimming pools and residential gas grills may be erected, placed or permitted on any Lot without the advance written approval of the ARB. All tanks must be screened so not to be visible from any portion of the Development Area.

2.22 Use of the Lakes, Ponds, and Streams. No swimming is allowed in any of the Development Water Features. Any ponds, streams, rivers, or other bodies of water which are located on the Club Facilities Property are not part of the Development, and the Owners, Occupants, or their guests shall have no right to use such ponds, streams or other bodies of water, except as permitted by the Club Owner. Neither the Association nor the Sponsor, nor any Officer, Director, employee, or agent of same, shall be held liable for any loss or damage by reason of use of any of the Development Water Features for any purpose by any Owner, Occupant, or guest or invitees. Each Owner acknowledges, understands and covenants to inform its Occupants and guests that neither the Association nor the Sponsor, nor any Officer, Director, employee, or agent of same, are insurers of safety on the Development and that each Person using the Development Water Features shall do so only as permitted under Applicable Law. Each Person assumes all risks of personal injury, and loss or damage to property, including any Improvements on a Lot, resulting from or associated with authorized or unauthorized use of the Development Water Features, and the location of same within the Development. EACH OWNER, ON BEHALF OF HIMSELF, AND HIS RESPECTIVE OCCUPANTS, GUESTS, INVITEES, HEIRS, EXECUTORS, ESTATES, ADMINISTRATORS, SUCCESSORS, ASSIGNS, GUARDIANS, TRUSTEES, AND REPRESENTATIVES (COLLECTIVELY, THE "RELEASING PARTIES") HEREBY FULLY RELEASE, DISCHARGE, AND HOLDS HARMLESS THE RELEASED PARTIES FROM ANY OR ALL PRESENT OR PAST CLAIMS, DAMAGES, SUITS, ALLEGATION, PETITIONS, DEMANDS, LIABILITIES, JUDGMENTS, LOSSES, AND CAUSES OF ACTION, WHETHER LEGAL OR EQUITABLE, INCLUDING ALL CLAIMS FOR INJUNCTIVE OR DECLARATORY RELIEF, ALL CLAIMS FOR MONETARY, COMPENSATORY, PUNITIVE AND EXEMPLARY DAMAGES AND ALLEGATIONS OF LIABILITY, UNDERINSURANCE, DEBTS, CONTRACTS, AGREEMENTS, GUARANTEES, OBLIGATIONS, PROMISES, A 1'1 ORNEYS' FEES, COSTS, INTEREST OR EXPENSES (INCLUDING ANY COST, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING OUT OF THE RELEASED PARTIES'S NEGLIGENCE IN CONNECTION THEREWITH) THAT HAVE BEEN, COULD HAVE BEEN, MAY BE, OR COULD BE ASSERTED AGAINST THE RELEASED PARTIES ARISING FROM ANY OF THE RELEASING PARTIES USE OR ENTRANCE INTO THE DEVELOPMENT WATER FEATURES ON THE DEVELOPMENT, AND THE LOCATION OR EXIS1ENCE OF SAME ON THE DEVELOPMENT, EXCEPT TO THE EXTENT SUCH COST, LOSS, 10

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DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION RESULTED FROM THE RELEASED PARTIES'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NEGLIGENCE, NOT INCLUDE SIMPLE NEGLIGENCE" DOES "GROSS CONTRIBUTORY NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE. 2.23 Presence of Wildlife. Each owner and occupant, and each guest and invitee of any owner or occupant acknowledges that the development is located adjacent to the lakes and in the vicinity of other natural areas. Such areas may contain wildlife, including without limitation, deer, opossums, alligators, coyotes, skunks, bobcats, spiders, snakes, mosquitos, bees, and ticks. Neither the association nor the sponsor, nor any officer, director, employee, or agent of same, shall be liable or responsible for any personal injury, illness or any other loss or damage caused by the presence of such wildlife on the development. Each owner and occupant of a lot, and each guest and invitee of any owner or occupant shall assume all risk of personal injury, illness, or other loss or damage arising from the presence of such wildlife. THE RELEASING PARTIES HEREBY FULLY RELEASE, DISCHARGE, AND HOLDS HARMLESS THE RELEASED PARTIES FROM ANY OR ALL PRESENT OR PAST CLAIMS, DAMAGES, SUITS, ALLEGATION, PETITIONS, DEMANDS, LIABILITIES, JUDGMENTS, LOSSES, AND CAUSES OF ACTION, WHETHER LEGAL OR EQUITABLE, INCLUDING ALL CLAIMS FOR INJUNCTIVE OR DECLARATORY RELIEF, ALL CLAIMS FOR MONETARY, COMPENSATORY, PUNITIVE AND EXEMPLARY DAMAGES AND ALLEGATIONS OF LIABILITY, UNDERINSURANCE, DEBTS, CONTRACTS, AGREEMENTS, GUARANTEES, OBLIGATIONS, PROMISES, A LI ORNEYS' FEES, COSTS, INTEREST OR EXPENSES (INCLUDING ANY COST, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING OUT OF THE RELEASED PARTIES'S NEGLIGENCE IN CONNECTION THEREWITH) THAT HAVE BEEN, COULD HAVE BEEN, MAY BE, OR COULD BE ASSERTED AGAINST THE RELEASED PARTIES ARISING FROM THE PRESENCE OF WILDLIFE IN THE DEVELOPMENT, EXCEPT TO THE EXTENT SUCH COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION RESULTED FROM THE RELEASED PARTIES'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. SIMPLE NEGLIGENCE, NOT INCLUDE NEGLIGENCE" DOES "GROSS SHORT OF ACTUAL SIMILAR NEGLIGENCE CONTRIBUTORY NEGLIGENCE OR GROSS NEGLIGENCE ARTICLE 3 CONSTRUCTION RESTRICTIONS 3.01 Construction of Improvements. No Improvements of any kind shall hereafter be placed, maintained, erected or constructed upon any portion of the Development Area unless approved in advance and in writing by the ARB in accordance with the Master Declaration.

Pursuant to Section 7.03(b) of the Master Declaration, the ARB has adopted Architectural Design Guidelines applicable to the Development Area. All Improvements must strictly comply with the requirements of the Architectural Design Guidelines unless a variance is obtained pursuant to the Master Declaration. The Architectural Design Guidelines may be supplemented, modified, amended, or restated by the ARB as authorized by the Master Declaration.

3.02 Utility Lines. Unless otherwise approved by the ARB, no sewer, drainage or utility lines or wires or other devices for the communication or transmission of electric current, power, or 11

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BOOT RANCEI DEVELOPMENT AREA DECLARATION [RESIDENTIAL]

signals including telephone, television, microwave or radio signals, shall be constructed, placed or maintained anywhere in or upon any portion of the Development Area other than within buildings or structures unless the same shall be contained in conduits or cables constructed, placed or maintained underground, concealed in or under buildings or other structures.

3.03 Garages; Minimum Parking Spaces. Each residence within the Development Area must contain a private, enclosed garage capable at all times of housing at least one (1) automobile. All garages, carports and other open automobile storage units shall be approved in advance of construction by the ARB. No garage may be permanently enclosed or otherwise used for habitation. The garage requirements for each residence are set forth in the Architectural Design Guidelines.

3.04 Fences. No chain link fences shall be permitted within the Development Area, except those fences erected by the Sponsor. No fence may be constructed on the Development Area without the prior written consent of the ARB. The fencing requirements for each residence constructed on a Lot are set forth in the Architectural Design Guidelines.

3.05 Driveways. The driveway requirements for each Lot are set forth in the Architectural Design Guidelines.

3.06 HVAC Location. No air-conditioning apparatus may be installed on the ground in front of a residence or on the roof of any residence, unless otherwise approved in advance by the ARB. No window air-conditioning apparatus or evaporative cooler may be attached to any front wall or front window of a residence or at any other location where it would be visible from any street, any other residence, Common Area, or Special Common Area. All HVAC units must be screened with either: (a) structural screening to match the exterior of the residence; or (b) landscaping.

3.07 Landscaping. Landscaping will be required to be installed on each Lot in accordance with the Architectural Design Guidelines.

3.08 Solar Energy Device. Solar Energy Devices may be installed with the advance written approval of the ARB, subject to the following provisions.

Application. To obtain approval of a Solar Energy Device, the Owner shall (a) submit the following information: (i) the proposed installation location of the Solar Energy Device; and (ii) a description of the Solar Energy Device, including the dimensions, manufacturer, and photograph or other accurate depiction (the "Solar Application"). A Solar Application may only be submitted by an Owner. The Solar Application shall be submitted in accordance with the provisions of Article 7 of the Covenant. (b) Approval Process. The ARB will review the Solar Application in accordance with the terms and provisions of Article 7 of the Covenant. The ARB will approve a Solar Energy Device if the Solar Application complies with Section 3.08(c) below UNLESS the ARB makes a written determination that placement of the Solar Energy Device, despite compliance with Section 3.08(c), will create a condition that substantially interferes with the use and enjoyment of property within the Development by causing unreasonable discomfort or annoyance to persons of ordinary sensibilities. The ARB's right to make a written 12 AUS536483606v4 -162171.010100

BOOT RANCFI DEVELOPMENT AREA DECLARATION [RESIDENTIAL]

determination in accordance with the foregoing sentence is negated if all Owners of Lots immediately adjacent to the Owner/applicant provide written approval of the proposed placement. Any proposal to install a Solar Energy Device on property owned or maintained by the Association or property owned in common by Members of the Association must be approved in advance and in writing by the Board, and the Board need not adhere to this Section 3.08 when considering any such request. (c) Approval Conditions. Unless otherwise approved in advance and in writing by the ARB, each Solar Application and each Solar Energy Device to be installed in accordance therewith must comply with the following: The Solar Energy Device must be located on the roof of the (i) residence located on the Owner's Lot, entirely within a fenced area of the Owner's Lot, or entirely within a fenced patio located on the Owner's Lot. If the Solar Energy Device will be located on the roof of the residence, the ARB may designate the location for placement unless the location proposed by the Owner increases the estimated annual energy production of the Solar Energy Device, as determined by using a publicly available modeling tool provided by the National Renewable Energy Laboratory, by more than ten percent (10%) above the energy production of the Solar Energy Device if installed in the location designated by the ARB. If the Owner desires to contest the alternate location proposed by the ARB, the Owner should submit information to the ARB which demonstrates that the Owner's proposed location meets the foregoing criteria. If the Solar Energy Device will be located in the fenced area of the Owner's Lot or patio, no portion of the Solar Energy Device may extend above the fence line; If the Solar Energy Device is mounted on the roof of the principal residence located on the Owner's Lot, then: (A) the Solar Energy Device may not extend higher than or beyond the roofline; (B) the Solar Energy Device must conform to the slope of the roof and the top edge of the Solar Device must be parallel to the roofline; and (C) the frame, support brackets, or visible piping or wiring associated with the Solar Energy Device must be silver, bronze or black.

3.09 Rainwater Harvesting Systems. Rain barrels or rainwater harvesting systems (a "Rainwater Harvesting System") may be installed with the advance written approval of the ARB, subject to the following provisions. (a) Application. To obtain ARB approval of a Rainwater Harvesting System, the Owner shall provide the ARB with the following information: (a) the proposed installation location of the Rainwater Harvesting System; and (b) a description of the Rainwater Harvesting System, including the color, dimensions, manufacturer, and photograph or other accurate depiction (the "Rain System Application"). A Rain System Application may only be submitted by an Owner.

Approval Process. The decision of the ARB will be made in accordance with (b) Article 7 of the Master Declaration. Any proposal to install a Rainwater Harvesting System on property owned by the Association or property owned in common by Members of the

13 AUS536483606v4 - 162171.010100

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Association must be approved in advance and in writing by the Board, and the Board need not adhere to this Section when considering any such request.

Approval Conditions. Unless otherwise approved in advance and in writing (c) by the ARB, each Rain System Application and each Rainwater Harvesting System to be installed in accordance therewith must comply with the following: The Rainwater Harvesting System must be consistent with the color scheme of the residence constructed on the Owner's Lot, as reasonably determined by the ARB; The Rainwater Harvesting System does not include any language or other content that is not typically displayed on such a device; The Rainwater Harvesting System is in no event located between the front of the residence constructed on the Owner's Lot and any adjoining or adjacent street; (iv) There is sufficient area on the Owner's Lot to install the Rainwater Harvesting System, as reasonably determined by the ARB; If the Rainwater Harvesting System will be installed on or within the (v) side yard of a Lot, or would otherwise be visible from a street, the Common Area, Special Common Area, or another Owner's Lot, the ARB may regulate the size, type, shielding of, and materials used in the construction of the Rainwater Harvesting System. See Section 3.09(d) for additional guidance.

Guidelines. If the Rainwater Harvesting System will be installed on or within (d) the side yard of a Lot, or would otherwise be visible from a street, the Common Area, Special Common Area, or another Owner's Lot, the ARE may regulate the size, type, shielding of, and materials used in the construction of the Rainwater Harvesting System.

Accordingly, when submitting a Rain System Application, the application should describe methods proposed by the Owner to shield the Rainwater Harvesting System from the view of any street, common area, or another Owner's Lot. When reviewing a Rain System Application for a Rainwater Harvesting System that will be installed on or within the side yard of a Lot, or would otherwise be visible from a street, the Common Area, Special Common Area, or another Owner's Lot, any additional requirements imposed by the ARB to regulate the size, type, shielding of, and materials used in the construction of the Rainwater Harvesting System, may not prohibit the economic installation of the Rainwater Harvesting System, as reasonably determined by the ARB. 3.10 Xeriscaping. As part of the installation and maintenance of landscaping on an Owner's Lot, an Owner may submit plans for and install drought tolerant landscaping ("Xeriscaping") upon written approval by the ARB, subject to the following provisions.

Application. Approval by the ARB is required prior to installing Xeriscaping. (a) To obtain the approval of the ARB for Xeriscaping, the Owner shall provide the ARB with the following information: (a) the proposed site location of the Xeriscaping on the Owner's Lot; (b) a description of the Xeriscaping, including the types of plants, border materials, 14 AUS536483606v4 -162171.010100

BOOT RANCH DEVELOPMENT AREA DECLARATION [RESIDENTIAL]

hardscape materials and photograph or other accurate depiction and (c) the percentage of yard to be covered with gravel, rocks and cacti (the "Xeriscaping Application"). A Xeriscaping Application may only be submitted by an Owner unless the Owner's tenant provides written confirmation at the time of submission that the Owner consents to the Xeriscaping Application. The ARB is not responsible for: (a) errors or omissions in the Xeriscaping Application submitted to the ARB for approval; (b) supervising installation or construction to confirm compliance with an approved Xeriscaping Application or (c) the compliance of an approved application with Applicable Law. (b) Approval Conditions. Unless otherwise approved in advance and in writing by the ARB each Xeriscaping Application and all Xeriscaping to be installed in accordance therewith must comply with the following: (i) The Xeriscaping must be aesthetically compatible with other landscaping in the community as reasonably determined by the ARB. For purposes of this Section, "aesthetically compatible" shall mean overall and long-term aesthetic compatibility within the community. For example, an Owner's Lot plan may be denied if the ARB determines that: a) the proposed Xeriscaping would not be harmonious with already established turf and landscaping in the overall community; and/or b) the use of specific turf or plant materials would result in damage to or cause deterioration of the turf or landscaping of an adjacent property owner, resulting in a reduction of aesthetic appeal of the adjacent property Owner's Lot; No Owners shall install gravel, rocks or cacti that in the aggregate encompass over ten percent (10%) of such Owner's front yard or ten percent (10%) of such Owner's back yard; and The Xeriscaping must not attract diseases and insects that are harmful to the existing landscaping on neighboring Lots, as reasonably determined by the ARB. Process. The decision of the ARB will be made within a reasonable time, or (c) within the time period otherwise required by the specific provisions in the Architectural Design Guidelines, if adopted or other provisions in the Documents which govern the review and approval of improvements. A Xeriscaping Application submitted to install Xeriscaping on property owned by the Association or property owned in common by members of the Association will not be approved. Any proposal to install Xeriscaping on property owned by the Association or property owned in common by members of the Association must be approved in advance and in writing by the Board, and the Board need not adhere to the requirements set forth in this Section when considering any such request. (d) Approval. Each Owner is advised that if the Xeriscaping Application is approved by the ARB installation of the Xeriscaping must: (a) strictly comply with the Xeriscaping Application; (b) commence within thirty (30) days of approval; and (c) be diligently prosecuted to completion. If the Owner fails to cause the Xeriscaping to be installed in accordance with the approved Xeriscaping Application, the ARB may require the Owner to: (a) modify the Xeriscaping Application to accurately reflect the Xeriscaping installed on the property; or (b) remove the Xeriscaping and reinstall the Xeriscaping in 15 AUS536483606v4 - 162171.010100

BOOT RANCH DEVELOPMENT AREA DECLARATION [RESIDEN11,441

accordance with the approved Xeriscaping Application. Failure to install Xeriscaping in accordance with the approved Xeriscaping Application or an Owner's failure to comply with the post-approval requirements constitutes a violation of the Master Declaration and may subject the Owner to fines and penalties. Any requirement imposed by the ARB to resubmit a Xeriscaping Application or remove and relocate Xeriscaping in accordance with the approved Xeriscaping Application shall be at the Owner's sole cost and expense.

3.11 Standby Electric Generators. The installation, operation and maintenance of all Standby Electric Generators must comply with the following: The installation and maintenance of any Standby Electric Generator must be (a) in compliance with manufacturer's specifications and all Applicable Law; The installation of all electrical, plumbing and fuel line connections must be (b) performed only by licensed contractors; (c) The installation of all electrical connections must be performed in accordance with Applicable Law; The installation of all natural gas, diesel fuel, biodiesel fuel, or hydrogen fuel (d) line connections must be performed in accordance with Applicable Law; (e) The installation of all liquefied petroleum gas fuel line connections must be performed in accordance with the rules and standards promulgated and adopted by the Railroad Commission of Texas and other Applicable Law; (f The installation and maintenance of non-integral Standby Electric Generator fuel tanks must comply with applicable municipal zoning ordinances and other Applicable Law; All Standby Electric Generators and its electrical lines and fuel lines must be (g) maintained in good condition. In addition, the repair, replacement and removal of any deteriorated or unsafe component of the Standby Electric Generator, including electrical or fuel lines, is required; (h)

Owners must screen the Standby Electric Generator if it is: (i)

Visible from the street faced by a residence; or

Located in unfenced side or rear yard of a residence and is visible either from an adjoining Lot or from adjoining Common Area; or Located in a fenced side or rear yard and is visible either from an adjoining Lot or from adjoining Common Area (i.e. through wrought iron or aluminum fencing); Any periodic testing of the Standby Electric Generator consistent with the (i) manufacturer's recommendation must only be performed during the hours of 9:00 a.m. to 5:00 p.m., Monday through Saturday; 16 AUS536483606v4 -162171.010100

BOOT RANCH DEVELOPMENT AREA DECLARATION [RESIDENTIAL]

Use of a Standby Electric Generator to generate all or substantially all of the (j) electrical power to a Lot is strictly prohibited, except when utility-generated electrical power is not available or is intermittent due to causes other than nonpayment for utility service; (k)

No Standby Electric Generator shall be located on Common Area; and

(1) No Standby Electric Generator may be installed prior to obtaining written approval pursuant to Article 7 of the Covenant.

3.12 Streets within the Property. The streets located outside the Property are public streets and maintained by applicable governmental authorities. Streets within the Development are private and maintained by the Association.

Private Streets. Any private streets located within the Development are (a) Common Area and are administered and maintained by the Association. The Association, acting through the Board, has the express authority to adopt, amend, repeal, and enforce rules and regulations for the use of private streets, including but not limited to the following:

(i)

Identification of vehicles used by the Owners or Occupants;

Designation of parking areas and no-parking areas, and loading and unloading zones; Limitations or prohibitions on street parking; (iv) Removal or prohibition of vehicles that violate applicable rules and regulations; and (v)

Fines for violations of applicable rules and regulations

(b) Public Streets. Public Streets are not Common Areas, but may be maintained and/or regulated by the Association to the extent they are not maintained or regulated by Gillespie County. As to public streets, the Association, acting through the Board, is specifically authorized: (i) to accept from applicable governmental authorities any delegation of street-related duties; and (ii) to execute instruments required by Applicable Law or governmental authorities to impose, modify, or remove restrictions or traffic devices (such as speed bumps) on public streets adjacent to the Property.

ARTICLE 4 DEVELOPMENT 4.01 Notice of Annexation. Upon Recording, this Development Area Declaration serves to provide notice that at any time, and from time to time, Sponsor, and Sponsor only, may subject all or any portion of the Property to the terms, covenants, conditions, restrictions and obligations of this Development Area Declaration. This Development Area Declaration will apply to and burden a portion or portions of the Property upon the filing of a Notice of Annexation in accordance with Section 10.05 of the Master Declaration describing such Property by a legally sufficient description and expressly providing that such Property will be subject to the terms, covenants conditions, restrictions and obligations of this Development Area Declaration. To add 17 AUS536483606v4 - 162171.010100

BOOT RANCH DEVELOPMENT AREA DECLARATION [RERDENTIAL]

land to the Development Area, Sponsor will be required only to Record a Notice of Annexation filed pursuant to Section 10.05 of the Master Declaration containing the following provisions: A reference to this Development Area Declaration, which will include the (a) recordation information thereof; A statement that such land will be considered a part of the Development (b) Area for purposes of this Development Area Declaration, and that all of the terms, covenants, conditions, restrictions and obligations of this Development Area Declaration will apply to the added land; and (c)

A legal description of the added land.

4.02 Withdrawal of Land. Sponsor may, at any time and from time to time, reduce or withdraw land from the Development Area and remove and exclude from the burden of this Development Area Declaration any portion of the Development Area. Upon any such withdrawal this Development Area Declaration and the covenants, conditions, restrictions and obligations set forth herein will no longer apply to the portion of the Development Area withdrawn. To withdraw lands from the Development Area hereunder, Sponsor will be required only to Record a notice of withdrawal of land containing the following provisions: (a) A reference to this Development Area Declaration, which will include the recordation information thereof; A statement that the provisions of this Development Area Declaration will (b) no longer apply to the withdrawn land; and (c)

A legal description of the withdrawn land.

Notwithstanding any provision in this 4.03 Assignment of Sponsor's Rights.

Development Area Declaration to the contrary, Sponsor may, by written instrument, assign, in whole or in part, any of its privileges, exemptions, rights, and duties under this Development Area Declaration to any person or entity and may permit the participation, in whole, in part, exclusively, or non-exclusively, by any other person or entity in any of its privileges, exemptions, rights, and duties hereunder.

ARTICLE 5 GENERAL PROVISIONS 5.01 Term. The terms, covenants, conditions, restrictions, easements, charges, and liens set out in this Development Area Declaration will run with and bind portion of the Development Area described in such notice, and will inure to the benefit of and be enforceable by the Association, and every Owner, including Sponsor, and their respective legal representatives, heirs, successors, and assigns, for a term beginning on the date this Development Area Declaration is Recorded, and continuing through and including January 1, 2090, after which time this Development Area Declaration will be automatically extended for successive periods of ten (10) years unless a change (the word "change" meaning a termination, or change of term or renewal term) is approved by Members entitled to cast at least sixty-seven percent (67%) of the total number of votes of the Association, voting in person or by proxy at a meeting duly called for such purpose, written notice 18 AUS536483606v4 - 162171.010100

BOOT RANCH DEVELOPMENT AREA DECLARATION [RESIDENTL4LJ

of which will be given to all Members at least thirty (30) days in advance and will set forth the purpose of such meeting; provided, however, that such change will be effective only upon the Recording of a certified copy of such resolution. The foregoing sentence shall in no way be interpreted to mean sixty-seven percent (67%) of a quorum as established pursuant to the Bylaws.

The Representative System of Voting is not applicable to an amendment as contemplated in this Section 5.01, it being understood and agreed that any change must be approved by a vote of the Members, with each Member casting their vote individually. Notwithstanding any provision in this Section 5.01 to the contrary, if any provision of this Development Area Declaration would be unlawful, void, or voidable by reason of any Applicable Law restricting the period of time that covenants on land may be enforced, such provision will expire twenty-one (21) years after the death of the last survivor of the now living, as of the date of the Recording of this instrument, descendants of Elizabeth II, Queen of England.

5.02 Amendment. This Development Area Declaration may be amended or terminated by the Recording of an instrument setting forth the amendment executed and acknowledged by (a) the Sponsor, acting alone; or (b) by the president and secretary of the Association setting forth the amendment and certifying that such amendment has been approved by Sponsor (until expiration or termination of the Development Period) and Members entitled to cast at least sixty-seven percent (67%) of the total number of votes of the Association. The foregoing sentence shall in no way be interpreted to mean sixty-seven percent (67%) of a quorum as established pursuant to the Bylaws.

The Representative System of Voting is not applicable to an amendment as contemplated in this Section 5.02, it being understood and agreed that any such amendment must be approved by a vote of the Members, with each Member casting their vote individually. No amendment will be effective without the written consent of Sponsor during the Development Period.

5.03 Notices. Any notice permitted or required to be given by this Development Area Declaration must be in writing and may be delivered either personally or by mail, or as otherwise required by Applicable Law. If delivery is made by mail, it will be deemed to have been delivered on the third (3rd) day (other than a Sunday or legal holiday) after a copy of the same has been deposited in the United States mail, postage prepaid, addressed to the person at the address given by such person in writing to the Association for the purpose of service of notices. Such address may be changed from time to time by notice in writing given by such person to the Association.

5.04 Interpretation. The provisions of this Development Area Declaration will be liberally construed to effectuate the purpose of creating a uniform plan for the development and operation of the Development Area, provided, however, that the provisions of this Development Area Declaration will not be held to impose any restriction, condition or covenant whatsoever on any land owned by Sponsor other than the Development Area. This Development Area Declaration will be construed and governed under the laws of the State of Texas.

5.05 Gender. Whenever the context so requires, all words herein in the male gender will be deemed to include the female or neuter gender, all singular words will include the plural, and all plural words will include the singular.

Notwithstanding any provision in this 5.06 Assignment of Sponsor's Rights.

Development Area Declaration to the contrary, Sponsor may, by written instrument, assign, in whole or in part, any of its privileges, exemptions, rights, and duties under this Development Area Declaration to any person or entity and may permit the participation, in whole, in part, exclusively, 19 AUS536483606v4 - 162171.010100

BOOT RANCH DEVELOPMENT AREA DECLARATION [RESIDENTTALI

or non-exclusively, by any other person or entity in any of its privileges, exemptions, rights, and duties hereunder.

5.07 Enforcement and Nonwaiver. Except as otherwise provided herein, Sponsor and the Association will have the right to enforce all of the provisions of this Development Area Declaration. The Association and/or the Sponsor may initiate, defend or intervene in any action brought to enforce any provision of this Development Area Declaration against any Owner, at such Owner's own expense. Such right of enforcement will include both damages for and injunctive relief against the breach of any provision hereof. Every act or omission whereby any provision of the Documents is violated, in whole or in part, is hereby declared to be a nuisance and may be enjoined or abated by any Owner of a Lot (at such Owner's own expense), Sponsor or the Association. Any violation of any Applicable Law pertaining to the ownership, occupancy, or use of any portion of the Development Area is hereby declared to be a violation of this Development Area Declaration and subject to all of the enforcement procedures set forth herein. The failure to enforce any provision of the Documents at any time will not constitute a waiver of the right thereafter to enforce any such provision or any other provision of the Documents.

5.08 Construction. The provisions of this Development Area Declaration will be deemed independent and severable, and the invalidity or partial invalidity of any provision or portion hereof will not affect the validity or enforceability of any other provision. Unless the context requires a contrary construction, the singular will include the plural and the plural the singular. All captions and titles used in this Development Area Declaration are intended solely for convenience of reference and will not enlarge, limit, or otherwise affect that which is set forth in any of the paragraphs, sections, or articles hereof.

[SIGNATURE PAGE FO

20

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OWS1

BOOT RANCII DEVELOPMENT AREA DECLARATION [RESIDE NTIAL1

EXECUTED to be effective the

a

bto‘ru-0,n ,

day of

2016.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By: ame: Title:

•

111 aytin

THE STATE OF TEXAS COUNTY OF i) CIAPPA.

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14.0..kr day of This instrument was acknowledged before me on this of BOOT 2016, by , Akek.114061,44 SIVA ttt,t1,XLS Clir VVVAYVVIN RANCH HOLDINGS, LLC, a Delaware limited liability company, on behalf of such company.

6.

(seal) 6 %‘!;*.11'0':%

• VIZ>

BRITNEY GASKEY

Notary Public, State of Texas

Notary Public, State of Texas Comm, Expires 07-29-2019 Notary ID 130313212

21 A US536483606v4 - 162171.010100

BOOT RANCH DEVELOPMENT AREA DECLARATION [RESIDENTIAL]

FILED AND RECORDED OFFICIAL PUBLIC RECORDS ) Mary Lynn Ruche, County Clerk Gillespie County, Texas cn\

February 16, 2016

02:07:28 PM

FEE: $112.00 PCLICIA DECLARATION

20160759

AFF

Ii GreenbergTraurig

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. GREENBERG TRAURIG, LLP

300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

BOO~ANCff Architectural Design Guidelines

Pursuant to the authority set forth under that certain First Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document 20113029 of the Official Public Record of Gillespie County, Texas (the "Master Declaration"), the Boot Ranch Architectural Review Board (the "ARB") hereby certifies that the Architectural Design Guidelines (the "Guidelines") attached hereto as Exhibit "A" and incorporated as if more fully set forth herein were duly adopted by the ARB under the Master Declaration, and along with all future amendments thereto, such Guidelines shall be effective upon the date of recordation in the Official Public Records of Gillespie County, Texas.

Acknowledged by:

THE BOOT RANCH

THE STATE OF TEXAS COUNTY OF

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Cross reference to First Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20113029 of the Official Public Record of Gillespie County, Texas (the "Master Declaration").

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BOOT RANCH ARCHITECTURAL GUIDELINES

EXHIBIT "A" Boot Ranch Architectural Design Guidelines

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BOOT RANCH ARCHITECTURAL GUIDELINES

eoo;tANCH" Boot Ranch Architectural Design Guidelines

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oooltANCH" Architectural Design Guidelines Introduction

Boot Ranch is a 2,050-acre master planned residential resort community located on the outskirts of Fredericksburg, Texas on FM 965 approximately five minutes north of Main Street.

The Boot Ranch Master Plan establishes the framework for a community with the goal of providing for its Owners a combination of gathering places, opportunities to interact with the land, and living space. The Master Plan is designed to account for the infrastructure and community amenity needs of the Owners within Boot Ranch, while matching those needs with the growth of the project. The development's amenities will initially include the Clubhouse Village with Lodges, a Trap and Skeet Range, and the Ranch Club. As part of the Master Plan, these Architectural Design Guidelines (the "Guidelines") will also aid the Architectural Review Board in preserving and enhancing traditional Texas hill country life in this secluded southern Texas community.

The Guidelines anticipate three distinct types of residential opportunities available at Boot Ranch:

1. A number of Cabin homesites situated in their own private corner of the community.

2.

Large, multiple acre Estate tracts that will allow Owners within Boot Ranch the option to build not only primary residence homes but secondary facilities.

3.

Multi-owner Sunday House compounds comprised of multiple buildings including one central gathering house.

Architectural Review Board An Architectural Review Board (the "ARB") has been formed to implement the design philosophy within Boot Ranch. The ARB is composed of three to five persons that, for so long as the Sponsor retains the right to appoint all members of the ARB pursuant to the Declaration (the "Sponsor Control Period"), shall solely represent the interests of the Sponsor. At the end of the Sponsor Control Period, control of the ARB will shift to the Association. The Architectural Review Board reviews and approves the plans and specifications for each improvement, home, structure, addition or renovation proposed to be placed, erected, or installed on any Unit by an Owner, conducts periodic site inspections, and has the responsibility of enforcing the Guidelines. The ARB, in its sole discretion, may approve or disapprove any

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improvement, home, structure, addition or renovation proposed to be placed, erected, or installed on any particular lot or Unit for any reason.

The goal of the ARB is to create a community with high design quality standards, while allowing creative site and architectural design solutions. It is the responsibility of each Owner, as well as their designer and builder, to review all encumbrances affecting the use and improvement of their property, as well as to obtain all necessary permits and inspections, and in all respects to comply with all applicable law, including but not limited to federal, state, county and local requirements, governmental building codes, ordinances and regulations (the "Applicable Law'') during the design, planning, and construction of any improvement on their property. The ARB is not responsible for reviewing applications and submittals for compliance with Applicable Law.

Design Review Process A simple five-step design review process has been established to ensure compliance with the Guidelines. An initial meeting will be held onsite with a representative of the ARB to discuss specific characteristics of the homesite (the "Pre-Design Conference"). To avoid the possibility of delays arising from any ARB required plan changes, it is required that the Owner and his or her design professional have an informal Pre-Design Conference (Step 1) with members of the ARB while the project is in the conceptual design phase.

The second step of the design review process is analysis of the individual homesite and the submittal of the preliminary architectural site and landscape plans or sketches (the "Preliminary Design Review''). The analysis and submittal must include building elevations, staking of proposed building locations, and display of exterior colors and materials. The Preliminary Design Review should contain enough detail to convey the design concept and intent.

The third step is the final design review submittal (the "Final Design Review''). The Final Design Review must incorporate all of the requirements of the Guidelines, together with any revisions required by the ARB as a result of the Preliminary Design Review and any other informal meetings. It is required that each building submittal be designed and prepared by professional designers and architects. The following pages will guide Owners step-by-step through this process toward final project completion.

Construction Area Inspection is the fourth step in the process and it must be completed prior to any construction activity.

The fifth step is Final Inspection, which shall be conducted 7 days prior to completion of construction (or within 21 days of receipt by the ARB of written request by an Owner).

Definitions Capitalized terms used in these Guidelines and not otherwise defined in this document shall have the same meaning as set forth in the First Amended and Restated Declaration of Covenants, Conditions and Restrictions for Boot Ranch, recorded under Document 20113029 of the Official Public Records of Gillespie County, Texas, as amended (the "Declaration").

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BOO~ANCH" Architectural Design Guidelines Table of Contents Architectural Design Guidelines ............••.......•.•...............••........•.................................•.....•.•...•••............ i Introduction ·······················································································································~····················i Architectural Design Guidelines .........................................•........•..•.................................................•.... iii Table of Contents ...........••.........................................•..........................•...•..........•.................................. iii Architectural Design Guidelines ...............•........••..•......................•......................................•........•......... 1 Article I. General Information ........................................................•............................•.......................... 1 1.1 1.2

Preface .................................................................................................................................................. 1 The Role of the Architectural Review Board ..................................................................................... 1

Article II. Design Guidelines .......................................................•••.........................••..•.........•............••... 1 2.1 2.2 2.3 2.4 2.5 2.6 2. 7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20

Design Approach .................................................................................................................................. 1 Placement of Structures ...................................................................................................................... 2 View Corridors .................................................................................................................................... 2 Building Mass and Form ..................................................................................................................... 2 Building Projections ............................................................................................................................ 2 Grading ................................................................................................................................................ 3 Drainage and Erosion Control ........................................................................................................... 3 Secondary Structures ........................................................................................................................... 3 Foundations ......................................................................................................................................... 3 Exterior Wall Materials ....................................................................................................................... 4 Windows, Doors and Shutters ............................................................................................................ 4 Roofs, Eaves and Soffits ...................................................................................................................... 4 Chimneys ............................................................................................................................................. 6 Attachments, Satellite Dishes and Antennas ..................................................................................... 6 Mailboxes, House Numbers and Entry Monuments ......................................................................... 7 Roads, Driveways and Parking Areas .................................................................................................. 7 Garages ................................................................................................................................................. 7 Pools and Spas ..................................................................................................................................... 8 PlayEquipment ................................................................................................................................... 8 Landscaping ......................................................................................................................................... 8

PLANT AND TREE GUIDE ....................•...•......•.•••....................................................•.........•............... 9 2.21 2.22

Fencing............................................................................................................................................... 13 Lawn Ornaments/Bric-a-Brae ........................................................................................................... 13 iii

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2.23 2.24 2.25

Exterior Lighting ............................................................................................................................... 13 Remodeling and Additions ............................................................................................................... 13 Construction and Real Estate Signs ................................................................................................. 13

Article III. Design Review Process ......................................................................................................... 14 3 .1 3.2 3.3 3.4 3.5 3.6

3. 7 3.8 3.9 3.10 3.11 3.12

Introduction ...................................................................................................................................... 14 Steps to the Design Review Process .................................................................................................. 14 Pre-Design Conference - (Step 1) ..................................................................................................... 14 Preliminary Design Review - Conceptual (Step 2) .......................................................................... 14 Final Design Review and Approval - (Step 3) .................................................................................. 16 Building Perniits ................................................................................................................................ 17 Subsequent Changes ......................................................................................................................... 17 Work In Progress Inspections ........................................................................................................... 17 Notice to Comply .............................................................................................................................. 18 Design Review Schedule and Fees .................................................................................................... 18 Application Packets ........................................................................................................................... 18 Notices ............................................................................................................................................... 18

Article IV. The Architectural Review Board..............•..••.......••......••....•...•.............•.••.••.•..•••.....••....••••••• 19 4 .1 4.2 4.3 4.4 4.5 4.6

4. 7

Architectural Review Board Membership ........................................................................................ 19 Functions of the ARB ....................................................................................................................... 19 ARB Meetings .................................................................................................................................... 19 Failure to Act ..................................................................................................................................... 19 Compensation ................................................................................................................................... 20 Amendment of Guidelines ............................................................................................................... 20 Resolution of Disputes ...................................................................................................................... 20

Article V. Construction and Builder Guidelines .......•••••••.•.•••••...•..•.••.•..••••.•.•..•..........•.•.••••••••••••••••.•.... 20 5.1 5.2

5.3 5.4

5.5 5.6 5.7 5.8

5. 9 5.10 5.11 5.12 5 .13 5.14 5.15 5.16 5.17 5.18 5.19 5.20 5.21

Introduction ...................................................................................................................................... 20 Builder Eligibility ............................................................................................................................... 20 Construction Area Conference ........................................................................................................ 21 Governmental Standards .................................................................................................................. 21 Construction Area ............................................................................................................................. 21 Construction Access .......................................................................................................................... 22 Vehicles and Parking ......................................................................................................................... 22 Storage of Material and Equipment ................................................................................................. 22 Construction Activity Tin1es ............................................................................................................. 22 The Construction Trailer/Iemporary Structure ............................................................................. 22 Insurance ........................................................................................................................................... 23 Workers ............................................................................................................................................. 23 Sanitary Facilities ............................................................................................................................... 23 Debris/Trash Removal ...................................................................................................................... 23 Excavation Grading and Tree Protection ......................................................................................... 23 Damage Repair and Restoration ....................................................................................................... 24 Inspections ......................................................................................................................................... 24 Community Access ............................................................................................................................ 24 Speed Limits ...................................................................................................................................... 24 Pets ..................................................................................................................................................... 24 Security .............................................................................................................................................. 25 iv

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5.22 5.23 5.24

Construction Noise ........................................................................................................................... 25 Firearms ............................................................................................................................................. 25 Accidents ........................................................................................................................................... 25

Design Review Schedule and Fees .......................................................................................................... 26

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BOO{tANCff Architectural Design Guidelines Article I. General Information 1.1

Preface

The purpose of these Architectural Design Guidelines (the "Guidelines") is to provide a smooth design and construction process for all of the homes at Boot Ranch. The goal is to aid the Owner, design professionals and building contractors in creating a home that complements the Hill Country setting and is aesthetically pleasing from neighboring lots and the golf course. It is our objective to ensure that the golf course, the homes, and the natural scene flow together with each other, not fight for attention. The Boot Ranch Architectural Review Board looks forward to working with Owners and design professionals to create a home of casual elegance, Texas style!

1.2

The Role of the Architectural Review Board

The Architectural Review Board should be viewed as a member of the Owner's design team and not as an adversary. The primary role of the ARB is to clearly communicate and implement the design standards within Boot Ranch such that the standards are reflected in the completed homes and other improvements throughout the community. The process that will be used to aid in achieving these results is explained in detail in this document. These Guidelines are a Governing Document under the Declaration, and may be amended from time to time by the Sponsor, as such term is defined in the Declaration, as necessary to achieve the goals set forth herein. In the event of a conflict between the terms of the Declaration and the terms of the Guidelines, the terms of the Declaration shall control.

Article II. Design Guidelines 2.1

Design Approach

The goal for residential development at Boot Ranch is to provide both privacy and a strong sense of community in an exclusive Hill Country setting. The lots are large and oriented to provide beautiful views and a sense of spaciousness not found at typical golf course developments. All of the homes in the development should reflect Boot Ranch's theme of providing an atmosphere of casual elegance, Texas style.

These Guidelines are intended to guide the design professional toward the design of a quality home that is situated within the site in a manner that meets the Owner's needs, while striving to reflect the casual AUS536448491v5- 162171.010100

elegance of Boot Ranch and protect the integrity of the Hill Country views and setting. In addition to all Applicable Law, homes built within Boot Ranch must meet the requirements set forth in the Declaration and these Guidelines.

2.2

Placement of Structures

It is critical that the homes and outbuildings within Boot Ranch be partially concealed from the golf course, neighboring tracts and the road. The most effective way to ensure that this occurs is to establish specific setbacks for each lot. Typical minimum setbacks are 30'-0" from each side and rear property line and at least 75'-0" from the front property line for most lots. The Owner, however, will be informed of the specific setbacks applicable to their home and secondary structures prior to lot purchase. The area occupied by all structures and the landscape envelope cannot exceed 1 acre in size unless approved by the ARB.

2.3

View Corridors

One of the design goals within Boot Ranch is to protect the views and viewing corridors in the construction of buildings and other improvements. This fundamental premise, held within the terms and conditions of these Guidelines, governs the construction of buildings, other improvements, and installation of landscape improvements which otherwise might obstruct or diminish such views and view corridors. Notwithstanding the foregoing, each Owner must recognize and understand that views and viewing corridors are not guaranteed, and are in all respects subject to the rights of the Sponsor and the ARB.

2.4

Building Mass and Form

All homes constructed within Boot Ranch must have a minimum of twenty-five hundred (2,500) square feet of conditioned living space. The maximum size for any home is fifteen thousand (15,000) square feet of conditioned living space. To guarantee that the homes remain in scale to the surroundings, a two (2) story limit will be imposed. A maximum highest roof point of thirty-five feet (35') above the adjacent finished grade will be enforced. The main floor should follow the topography of the land, which will mean that stepped floor levels will predominate. Asymmetrical designs are strongly encouraged along with the use of setbacks, porches, enclosed courtyards and varied skylines.

2.5

Building Projections

To take advantage of the casual lifestyle present at Boot Ranch, the use of patios, porches, verandas, and courtyards for outdoor living is encouraged. These projections must be designed to be integral to the home and constructed of materials that are complimentary to the main structure. Second story decks must be in scale to the structure shall not create any unusable space below. All external utility and service connections must be provided in unobtrusive and inconspicuous locations. All electric and gas meters, air conditioning condensing units and any other appurtenances must be positioned away from view and completely screened with landscaping or through the use of walled or fenced enclosures. Trash receptacle storage areas must be designed for each home and must be fully screened with gates and walls. Hard surfacing must be used on the floor of the enclosed areas. These screened service/utility locations should be part of the overall house design from the beginning, with proposed locations in the Preliminary Design Review.

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2.6

Grading

Absolutely no grading whatsoever shall be permitted on any lot without first obtaining written approval from the ARB.

Slopes existing or man-made that are steeper than 3: 1 (LO' of rise for every 3.0' of

horizontal distance) will require dense ground cover landscaping. Man-made slopes that are steeper than 2: 1 (LO' of rise for every 2.0' of horizontal distance) will not be permitted. In some instances, geotextile stabilization net may also be required for steep slopes. Recommendations or requirements of the ARB will be based on individual lot location, terrain, soil conditions, vegetation, drainage, proposed cuts and fills and any other conditions the ARB determines impact upon the site grading for the lot.

2. 7

Drainage and Erosion Control

Drainage considerations for individual lots play an important part in the ecological balance of the community. Water runoff for each individual lot must be handled by adequately sloping all areas so that runoff can be directed to the natural drainage areas. Each Owner is responsible for controlling any water runoff from their lot so that such water runoff shall not adversely affect any neighboring lots. Particular care must be taken on lots fronting the golf course, lakes, and other amenity areas to protect such amenities from drainage during and after construction. Drainage swales must be sodded and/or surge stone utilized to mitigate erosion and wash-out areas. Each lot will be evaluated based on the conditions unique to the lot and surrounding area. Each Builder, Owner, landscaper, and all other contractors must comply with all Applicable Law, including but not limited to the erosion and sediment control guidelines established by federal, state and local authorities. In general, piping of downspouts must terminate a minimum of fifteen feet (15') from side property lines and twenty five feet (25') from rear property lines or twenty five (25') from golf easement lines. At a termination point, pop-up drains are encouraged. The drainpipe must discharge onto sod, other approved landscape material, or surge stone as the lot conditions require. The piping of all downspouts is highly encouraged. Exposed or otherwise visible drain lines are not permitted. If needed to assist in the overall drainage plan, catch basins, trench drains and related sub-surface pvc drainage pipes must be clearly shown on the site plan or landscape plan, with locations subject to ARB approval.

2.8

Secondary Structures

All secondary structures, including but not limited to detached garages, guesthouses, pool houses, etc., must be designed as integral parts of the overall design concept. They must also be constructed of the same materials and utilize the same colors, and design characteristics as the main building, even if such structures are physically separated. The ARB reserves the right to place reasonable limits on the number of secondary structures permitted on a lot.

2.9

Foundations

The foundation must be poured concrete slab, concrete pier and beam, or a combination of the two. All foundations must be designed by a professional engineer, who must provide signed and sealed drawings to the ARB for review and approval prior to putting any construction documents out for bid. There should be no less than four inches (4") and no more than twenty-four inches (24") of exterior foundation beams visible above finished grade at any point. Copper piping may only be placed in foundations where it is used for natural gas. Any other piping inside the foundation should be Kitec, Ipex or equivalent. All exposed 3 AUS536448491v5-162171.010100

foundations must be clad in stone material matching the home, areas where wood clad is used, no more than four inches (4") of concrete can be exposed.

2.10

Exterior Wall Materials

To ensure that all buildings blend with the Hill Country setting, only natural materials will be approved for use on exterior walls, with stone, logs, and timber beams being the most appropriate. One material should predominate and constitute at least seventy percent (70%) of the exterior wall surface. The colors should be complimentary to the palette of colors that exist at the site and no material that contrasts significantly with the surroundings shall be permitted by the ARB. The texture of all exterior wall materials should provide enough roughness in the surface to create shadow details at all scales. No polished or highly-reflective stone surfaces will be permitted. Stucco may be used as an accent and may not exceed twenty percent (20%) of the exterior wall surface area. Stucco must also be of an earth tone that is present in the surrounding landscape.

Exterior trim, fascia and soffit must also be painted or stained to match colors in the landscape.

2.11

Windows, Doors and Shutters

All windows and doors must be complementary to the exterior materials chosen. Doors should be of high quality material, and painted or stained to match the color palette of the structure. Wooden windows and frames are encouraged, but metal clad windows and doors may be used if submitted in advance for approval to the ARB. To take advantage of the Hill Country views, large expanses of glass window are allowed but individual panes are limited to ten feet (10') in height, and eight feet (8') in width. Glass panels of this size may be arranged in a linear sequence up to thirty-six feet (36') of total width, but must be broken by a vertical column of at least twelve inches (12") in width between each pane. We encourage all window and door ratios to remain consistent throughout the entire house. Exterior shutters shall be wooden, operable, and sized to fit opening.

2.12

Roofs, Eaves and Soffits

Since they represent such an important feature of each home, roofs will be one of the most carefully considered elements of the design. In keeping with the goal of designing and constructing homes that blend into the natural environment, natural roofing materials are preferred within Boot Ranch. For purposes of this paragraph there are three types of roof structures: (a) a "shed roof' which is a roof structure that slopes in one direction; (b) a "gable roof' which is a roof structure that slopes in two directions; and (c) a "hip roof' which is a roof structure that slopes in three or four directions. Further, there are two categories of roofs: (y) a "primary roof' which has a hip roof or a gable roof structure and is located on the primary structure; and (z) a "secondary roof' which has a hip roof, a gable roof or a shed roof structure that terminates into a primary structure from at least one side. With the exception of dormer window roofs, secondary roofs may not intersect primary roofs at any point that is higher than 40% above the roof plate line, where such measurement is taken on an invisible vertical line that runs between the roof plate and roof ridge.

Acceptable roofing materials for use on primary roofs are as follows:

1. Fire-retardant wood shakes and shingles 4 AUS536448491v5-162171.010100

"

2.

3.

Slate tiles Clay tiles

Note that the tile shape, color, and profile for slate and clay tile roofs must be approved in advance by the ARB. Further note that on gable roofs only (not hips), concrete tile roofing may be considered as an alternative to wood shakes, with prior approval of the ARB. If approved, concrete tile must simulate real cedar shake shingles. Physical samples must be provided to ARB for approval in order to be considered. Acceptable concrete tile roofing which may be submitted for approval is "Madera, Mountain Wood" by Baral Roofing, found at the following website link: http://www.boralamerica.com/roofing/concrete/madera/lMDCLSOO 1.

Only a specific rake detail will be allowed on concrete tile roofs. Corner or "L" shape tiles may not be used at gable ends. In order to better simulate actual wood shingles, roof tiles will overhang roof deck 3/4", with drip edge flashing below to cover sheathing. Please reference installation specifications by "Baral Roofing," Rake or Gable End Treatment, Option C, Detail #15 below:

RAKE OR GABLE END TREATMENT, Option C: C. The undGriayment C¼Grlaps the edge of too roof by a minimum 314". A metal drip edge ftashing is installed aioog the gable ends of the roof of sufficient size to oover the exposed edge of !he plywood. N. optional 314• impregnated foam strip or metal wQdge may bB fastened to provide a rake obsure (see derail #15).

DETAIL#15

Solid Slleall!in;

Eaoh course will gx!end at least 314" over the edge of the roof. It is important to cut each rake course to ensure desired aesthetics. Rake shakes will val)' in width to maintain random brdken-OOnd pattern.

Small cut gable pieces must be secured in aceordanea wi1h good roofing practice.

NOTE: Rain charrnllsfsioolocks ara to b9 rGmoved on all rake pie:::es where they overhang the bafge rafter or gal::le end.

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Standing seam metal roof material may be used only on secondary roofs. Copper is the preferred material, since its final patina will blend with the Hill Country setting. Standing seam paint grip may be allowed with ARB approval and must meet the following requirements: a.

Metal roofing shall be in conjunction with other roofing material defined as a mixture of natural materials on all structures

b.

Metal roof shall only be mill phosphatized (paint grip)

i.

Paint is not required on metal roof, although acceptable if painted one of the following colors: Charcoal Grey, Zinc Grey or Historic Barn Red

c.

Seams must be hand crimped, 1" high, 21" on center

d.

Ridge cap shall be hand crimped

e.

Drip shall not exceed 1.5"

f.

Gutter limited to half round

g.

Downspouts shall be soldered, not crimped

The preferred roof slopes will be between a minimum pitch of 4:12 and a maximum pitch of 12:12 for all primary rooflines, unless approved by the ARB. Lesser pitches may be used for secondary roofs. Steeper roofs may be approved by ARB on a case-by-case basis. Any large, unbroken expanses of a single-pitch roof will not be approved. The use of architectural elements such as dormers, attic vents, clerestory windows etc., is recommended. Interior volumes and angle changes in the building should be reflected by changes in the roofline. Roof colors should be compatible with both the natural landscape and exterior home colors. All elements that penetrate the roof - vents, flues, and other equipment - must be sited behind the roofline as seen from the golf course, or be screened by an acceptable accent element, and be compatible in height with the structure and be painted to match the roof color. An effort should be made to combine plumbing vents in the attic to reduce the number of roof penetrations.

Rafters and wood decking shall be exposed unless otherwise approved by the ARB. Fascia board should be omitted unless otherwise approved by the ARB.

2.13

Chimneys

Chimneys should be full foundation based and constructed of stone similar in color to the exterior face of the home. Chimney shrouds or chimney pots, depending on architectural style, are required for all chimneys. Chimney and chimney pot design should be detailed in the final drawings.

2.14

Attachments, Satellite Dishes and Antennas

No permanent attachment of any kind or character whatsoever (including but not limited to, television and radio antennas, solar energy-related systems, wind capture devices, satellite or microwave dishes or similar improvements) shall be made to the roof or exterior walls of any building, on any lot, or otherwise placed or 6 AUS536448491v5-162171.010100

maintained on any lot, unless such attachment or devices are approved in advance in writing by the ARB. Location of any solar panels must be approved by the ARB. Notwithstanding the above to the contrary, one satellite or microwave dish may be installed within any lot, provided such satellite or microwave dish does not exceed eighteen inches (18") in diameter. The location and screening of the satellite or microwave dish must be approved in writing by the ARB prior to installation.

2.15

Mailboxes, House Numbers and Entry Monuments

All mailboxes shall be located at the Sales Center and no individual mailboxes will be permitted at the lots.

House numbers must be visible but discreet and in keeping with the design of the development. The ARB may require that house numbers be of a specific material, design and style. Each homesite must provide an entry monument at the driveway entrance to adequately define and identify the home. TI1is monument may be a pillar, pilaster, large rock, or column that directly relates to the architectural theme of the home. The street address of the homesite must be located on the monument, which will be illuminated at night with up lighting. The address materials can be tile, wrought iron, brass, bronze, granite, or similar long lasting traditional material. The entry monument should not be over four feet (4') in height. All house numbers and entry monuments should be detailed in the Final Design Review.

2.16

Roads, Driveways and Parking Areas

Decorative concrete or asphalt, decomposed granite and chip and seal can be used for drives, roads and parking areas. Natural materials are preferred. Bricks, pavers and stone may be used for parking areas or as accents to the main construction material. The entry of the driveway where it meets the main road must be identified with an enriched accent paving of a natural material, stone, pavers, etc., for a minimum of twenty-five feet (25').

2.17

Garages

Every house shall have an enclosed garage for not less than two (2) vehicles. Garage openings may not face the street unless otherwise approved in writing by the ARB; such approval will be given by the ARB only where particular hardship would otherwise result because of lot configuration, topography or other circumstances deemed sufficient by the ARB. The placement of garages and driveways has a great effect on the overall aesthetics of the street scene and on the architectural appeal of each specific residence.

Whenever possible, garage doors should face an auto court, or driveways and garage doors should be designed so that their location does not adversely impact the view from a street, golf course, or neighboring homes, which such determination shall be made by the ARB in its sole and absolute discretion. For that reason, certain garage placements on a lot are discouraged. Garage doors must be made of wood and be compatible with the architecture of the dwelling. Also, all doors must be traditional in character and simulate "carriage" style doors with faux hardware appropriate in scale and thickness to simulate functional hardware. All garage doors must have operating remote control door openers. All interior garage walls and ceiling must be finished with drywall, bead board or other acceptable material. All ducts, pipes and wiring in garages must be concealed from view above the level of the finished ceiling. TI1e garage turnaround area must provide a minimum twenty-eight foot (28') back-up distance, and an additional buffer between the edge of the driveway and the property line in compliance with the minimum setbacks for the particular lot.

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Planned parking areas for guests should also be given the upmost care to visually reduce the impact when guest parking occurs. Detail or enlarged elevation of the garage doors indicating material, faux hardware, etc., should be included in the Final Design Review.

2.18

Pools and Spas

The size, shape and setting of pools (including standard swimming pools, therapy pools and spas/hot tubs) must be carefully designed to be compatible with the surrounding natural and man-made environment.

Above-ground pools are prohibited. Pools must not present a distracting view from the golf course or adjacent lots. Pools and pool decking are not allowed within the setback lines. The pool, pool decking, and all equipment enclosures must comply with all Applicable Law and be architecturally consistent and harmonious with the residence and other structures on the lot in terms of their placement, mass and detail.

Pools and pool decking must be screened and/or placed so as to avoid distracting noise and views from neighboring lots. Pool equipment must also be located at least thirty feet (30') from any property line, and not placed within any setback lines. Pool equipment must be completely enclosed and screened with walls constructed of approved materials that are consistent with the materials used in the construction of the house. All screening walls require landscaping. Pool fencing must comply with all Applicable Law, as well the requirements of the Declaration and these Guidelines. Proposed location of pool, spa, pool equipment and screening walls should be indicated in the Preliminary Design Review.

2.19

Play Equipment

Swing sets and similar outdoor play structures, equipment and sports equipment must be located in a location on the lot where they will be screened from general public view, including the view from the golf course. All structures require ARB approval and landscape screening. Swing sets and play equipment must be constructed of wood with solid color awnings (navy blue, hunter green or brown). Trampolines are permitted but must be flush with grade. All trampoline locations must be approved by the ARB prior to installation. Basketball goals, including house or roof-mounted and temporary types, must be submitted to the ARB for approval prior to installation. Animal houses or cages must be placed in a location screened from general public view and be approved by the ARB prior to installation. No play or recreational equipment, sports equipment, hammocks, animal houses or cages may be placed, erected or allowed to be maintained in any location except with prior written ARB approval.

2.20

Landscaping

Landscaping plays an important role in marrying a structure to its surroundings; therefore, the ARB has provided the following list of preferred plant species. Native plant species are required on any exposed side of the structure. Non-native flowering shrubs and bushes are encouraged to be confined to courtyards or patios. Any trees planted that are not native to Gillespie County may not reach a height taller than the native species. The ARB reserves the right to veto any plantings they feel are incompatible with the Boot Ranch landscape. At the Preliminary Design Review, an Owner shall be required to submit a hand drawn sketch of the overall proposed landscape design (at 1/20 scale) that details the major areas of work such as landscape beds, stone walkways, patios and fences and new or existing trees to be removed. Detailed plant descriptions and legend, final grades and drainage information should be included in the Final Design 8 AUS536448491v5-162171.010100

Review. If a landscape plan will not be submitted until some point during construction, then an Owner is required to submit a landscape deposit in the amount set forth on the fee schedule.

PLANT AND TREE GUIDE There are many plant materials that can be planted in this region with success. Consulting with a local landscape architect that specializes in xeriscape and native plant materials will expand the recommended list. In addition to this list, other plants meeting xeriscape definitions with Hill Country character may be substituted for review by the ARB. Plants denoted with an asterisk * are known to be deer resistant.

However, no plants are guaranteed to be deer-proof due to drought, varying site locations and other unpredictable variables. The following list will not preclude other alternate plant materials that may achieve a similar objective. Alternate plant materials may be approved by the ARB after review for compatibility with the landscape concept.

SHADE TREES

Common Name

Scientific Name

Big Tooth Maple* Pecan

Acer grandidentatum Carya illinoinensis Fraxinus texensis

Pecan Texas Ash*

Juglans microcarpa

Texas Black Walnut

Juniperus virginiana Pistacia chinensis

Eastern Red Cedar* Chinese Pistache

Plantanus mexicana Populus deltoides

Mexican Sycamore Cottonwood Cherry Laurel*

Pumus caroliniana

Black Cherry

Prunus serotina Quercus glaucoides

Lacey Oak Burr Oak

Quercus Macrocarpa

Chinquapin Oak

Quercus muhlenbergii Quercus polymorpha

Monterrey Oak Texas Red Oak

Quercus texana Quercus virginia

Live Oak*

Sapindus drummondii T axodium distichum

Western Soapberry* Bald Cypress*

Ulmus americana

American Elm

Ulmus crassifolia

Cedar Elm

ORNAMENTAL TREES Scientific Name

Common Name

Bauhinia congesta

Anacacho Orchid

Cassia corymbosa Cercis canadensis Chilopsis linearis

Tree Senna Redbud* Desert Willow

Cornus drummondii Cotinus obovatus

Rough Leaf Dogwood Smoke Tree*

Diospyros texana Ilex vomitoria

Texas Persimmon Yaupon Holly*

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Ilex decidua

Possumhaw*

Lagerstroemia indica

Crepe Myrtle

Leucaena retusa Myrica cerifera

Golden Ball Lead Tree Southern Wax Myrtle*

Pistacia texensis Prosopis glandulosa

Texas Mesquite

Texas Pistache*

Prunus mexicana

Mexican Plum

Ptelea trifoliata Rhamnus caroliniana

Wafer Ash Carolina Buckthorn Flameleaf Sumac*

Rhus lanceolafa Sophora affinis

Eves Necklace Texas Mountain Laurel* Mexican Buckeye*

Sophora secundiflora Ungnadia speciosa Viburnum rufidulum

Rusty Blackhaw*

Vitex agnus-castus

Chaste Tree

SHRUBS Common Name

Scientific Name Aesculus pavia

Red Buckeye*

Agave americana Amorpha texana

Century Plant*

Anisacanthus wrightii

Texas Indigo Bush Flame Acanthus*

Berberis trifoliata

Agarito*

Callicarpa americana Dalea frutescens

Beautyberry* Black Dalea Texas Kidneywood Boneset*

Eysenhardtia texana Eupatorium havense Dasylirion wheeleri

Soto!

Elbow Bush

Forestiera pubescens Garrya lindheimeri

Silk Tassel Red Yucca*

Hesperaloe parviflora Ilex vomitoria 'nana'

DwarfYaupon Texas Lantana*

Lantana horrida Leucophyllurn frutescens

Cenizo Spicebush Turks Cap

Lindera benzoin Malvaviscus arboreus Myrica pusilla

Dwarf Wax Myrtle Nandina*

Nandina domestica

Nolina Prickly Pear*

Nolina lindheimeri Opuntia lindheimeri Pavonia lasiopetala

Pavonia Mexican Oregano*

Poliomentha longiflora Pyracantha coccinea

Pyrancantha Fragrant Sumac*

Rhus aromatica Rhus virens

Evergreen Sumac*

Rosmarinus officinalis

Rosemary* Autumn Sage*

Salvia greggii Symphoricarpos orbiculatus

Coralberry

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T ecoma stans Teucrim fruticans

Yellow Bells

Yucca elata

Spanish Bayonet* SofdeafYucca*

Bush Germander

Yucca recurvifolia Yucca rupicola

Twist Leaf Yucca*

PERENNIALS & GROUNDCOVERS Scientific Name

Common Name

Achillea millefolium Aquilegia Canadensis

Yarrow* Red Columbine Texas Gold Columbine*

Aquilegia hinckleyana Arterrisia spp.

Silver Mound Artemisia*

Aster frikartii

Fall Aster

Calylophus drummondianus

Sundrops Horseherb*

Calyptocarpus vialis Cassia lindheimeri Chrysactinia 'mexicana

Lindheimer's Senna Damianita*

Cyrtomium falcamm Dalea greggii

Holly Leaf Fern* Gregg's Dalea*

Damra wrightii Echinacea purpurea

Datura Purple Coneflower Gregg's Mistflower Indian Blanket*

Eupatorium greggii Gaillardia pulchella Hemerocallis fulva

Daylily Four Nerve Daisy*

Hymenoxis scaposa Ipomopsis rubra

Standing Cypress Iris Trailing Lantana*

Iris spp.

Lantana spp.

Gayfeather

Liatris pycnostachya Lonicera sempervirens

Coral Honeysuckle Blackfoot Daisy*

Melampodium leucanthum

Beargrass*

Nolina texana Oxalisviolaoea Perovskia atriplicifolia

Wood Sorrel* Russian Sage

Phlox drummondii

Drummond's Phlox

Phyla incisa Rosmarinus officinalis 'prostratus'

Frog Fern Trailing Rosemary*

Rudbeckia hirta Ruellia brittonia Katie's Dwarf

Katie's Dwarf Ruellia

Salvia coccinea

Scarlet Sage*

Black Eyed Susan*

Mealy Sage*

Salvia farinacea Salvia 'Indigo Spires'

Indigo Spires* Mexican Bush Sage*

Salvia leucantha Salvia lyrata

Lyre Leaf Sage*

Salvia roemeriana Santolina chamaecyparissus

Cedar Sage*

Santolina virens-

Gray Santolina Green Santolina

Scutellaria wrightii

Skullcap*

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Sedum acre

Sedum

Stachys coccinea

Texas Betony

T agetes lucida

Mexican Mint Marigold*

T eucrium chamaedrys

Germander

Thelypteris kunthii

River Fern*

Thymus vulgare

Thyme*

Tradescantia spp.

Spiderwort

Verbena bipinnatifida

Prairie Verbena*

Viguiera stenoloba

Skeleton Leaf Goledeneye

Viola spp.

Wood Violet*

Vinca major

Bigleaf Periwinkle

Vinca minor

Vin ca

Wedelia hispida

Orange Zexmenia*

PRAIRIE GRASSES Scientific Name Andropogon gerardii

Common Name Big Bluestem *

Bouteloua curtipendula

Sideoats Orama*

Buchloe dactyloides

Buffalo Grass*

Chasmanthium latifolium

Inland Sea Oats*

Hilaria berlangeri

Curly Mesquite*

Muhlenbergia dubia

Pine Muhly*

Muhlenbergia capillaris

GulfCoast Muhly*

Muhlenbergia lindheimeri

Big Muhly*

Muhlenbergia rigens

Deer Muhly*

Schizachyrium scoparium

Little Blue Stem*

Stipa tenuissima

Mexican Feather Grass*

LAWNGRASSES Scientific Name Cynodon dactylon

Common Name

Buchloe dactyloides

Buffalo Grass

Stenotaphrum secundatum

St. Augustine Grass

Zoysia spp.

Zoysia Grass

Bermuda Grass

VINES Scientific Name

Common Name

Antigonon leptopus

Coral Vine

Bignonia capreolata

Crossvine*

Campsis radicans

Trumpet Vine

Clematis vitalba

Old Man's Beard*

Gelsemium sempervirens

Carolina Jessamine

Lonicera sempervirens

Coral Honeysuckle*

Parthenocissus quinquefolia

Virginia Creeper

Passitlora spp.

Passion Flower

Wisteria texensis

Texas Wisteria*

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2.21

Fencing

Fences are considered an extension of the architecture of the residence and a transition of the architectural mass to the natural forms of the lots. All fence designs should be compatible with the total surrounding environment. Fences should be considered as design elements to enclose and define courtyards, pools and other private spaces. All fences will be closely scrutinized for their appropriateness to the site. As in other areas of the design, only natural materials are allowed, with the exception of wrought iron, which can be used pending ARB approval of the design. Perimeter fencing of the lot is prohibited. The location, material, size and design of all fences must be approved in writing by the ARB prior to installation. Privacy walls of a maximum of six feet (6') in height, constructed of stone consistent with the architectural style of the house, will generally be permitted if located within twenty feet (20') of the rear of the house and within the building envelope for the lot. The ARB, in its sole discretion, may approve or disapprove any privacy wall on any particular lot for any reason. Location and materials of all proposed fencing should be shown on the Final Review.

2.22

Lawn Ornaments/Bric-a-Brae

All lawn ornaments and bric-a-brac constitute landscape improvements and therefore are subject to review and approval by the ARB. Without limiting the generality of the foregoing, no such landscape elements will be permitted in the front or side yard of any lot without the prior written approval of the ARB. If, at the sole discretion of the ARB, such landscape elements are incompatible with the objectives of the Guidelines, they must be removed or relocated by the responsible Owner within ten (10) days from the date of written notification to the Owner.

2.23

Exterior Lighting

Exterior lighting can be a very attractive addition to the homes within Boot Ranch. This lighting must be muted and where possible directional so as not to be a distraction for club members and neighbors. Highluminance security lights and bright area lights are not permitted.

2.24

Remodeling and Additions

An Owner desiring to remodel existing improvements and/or to construct additions to ex1stmg improvements is required to follow the Guidelines to the same extent as if such remodeling or additions were new construction. All criteria governing site location, grading, excavating structures, landscape and aesthetics will apply to remodeling and additions to the same extent as to new construction. A written approval from the ARB is required for remodeling and additions just as it is for new construction.

2.25

Construction and Real Estate Signs

No sign of any kind shall be erected on a property without the prior written consent of the ARB. Construction homesite signage is limited to a single sign with a maximum size of 24"w x 24"h. The sign (see Appendix A) must be ordered through the ARB. Such sign will be professionally prepared and no alterations will be allowed. Real Estate signage is limited to a single sign (see Appendix A) with a maximum

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size of 18"w x 24"h, and must be ordered from the ARB as well. No other signage, flags, etc. will be allowed.

Article III. Design Review Process 3.1

Introduction

The Design Review Process involves a series of meetings between the Owner, his or her design professionals and the ARB. Beginning with an introductory meeting and lot selection, it follows a series of steps that conclude with the completion of construction. The Design Review Process must be followed for any new construction or for any remodel, addition or other improvement to an existing structure. It will also take into consideration the construction of roads, driveways and site work, the construction of fences, landscaping and the construction of any other structure. The ARB is empowered under the Declaration, and all improvements to the lot will be evaluated by the ARB. 3.2

Steps to the Design Review Process 1) Pre-Design Conference 2) Preliminary Design Review (Conceptual) 3)

Final Design Review

4) Construction Area Inspection 5) Final Inspection Any improvements to the lot will require and must begin with the submission of a completed application package accompanied by the appropriate application fee. It is required that the Owner obtains competent assistance from a designer, an architect, and a bonded licensed general contractor. Additional assistance from other professionals, such as a civil engineer, landscape architect, etc. is also required. The Owner and his or her design professional should also be sure to carefully review the Declaration and these Guidelines prior to commencing with the project and the Design Review Process.

3.3

Pre-Design Conference - (Step 1)

At the Pre- Design Conference, the ARB will meet with the Owner and/ or his or her design professional to discuss preliminary design ideas, the Design Review Process, and to ensure that the Owner and his or her designer understand the requirements, setbacks, fees and schedule of the process. This is an important meeting that will help the Owner and his or her designer avoid any wasted investment in the preliminary design of the home. The Owner will be given a copy of the current Declaration and Guidelines at closing.

The design professional should take the time to become familiar with these documents prior to requesting the Pre-Design Conference.

3.4

Preliminary Design Review - Conceptual (Step 2)

The next step in the Design Review Process is the Preliminary Design Review. This step is designed to ensure that the design of the home is in full compliance with the Declaration and Guidelines. The Owner

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and/or his or her design professional initiate the Preliminary Design Review with a written application, along with any required fee. The documents listed in the submission packet below shall also be submitted with the application. In the discretion of the ARB and in the time frame set forth in the Declaration, the Preliminary Design Review may occur at the next regularly scheduled meeting of the ARB, or may take place at a special meeting of the ARB called for that purpose. The ARB may refuse to approve any submission or any component thereof, for any reason, including purely aesthetic reasons, at the sole discretion of the ARB. Any required changes to the submitted plans will be furnished in written form to the Owner within fourteen (14) days of the meeting.

Preliminary Design Review Packet A.

Preliminary Design Review Application Form.

B. C.

A list of the required submittal materials that accompany the application. one hard copy and an electronic PDF copy of drawings to be submitted in 24x36 format.

Drawings may be hand drawn or hardline.

(1) Site Plan drawn at largest scale that will show entire lot 1 inch = 20 feet is preferred showing property lines, building envelope, developable area, construction area, existing and proposed grading, existing vegetation coverage and drainage pattern, easements, road or driveway, utility trench, building footprint with finished floor grades, parking area, turnaround, drainage improvements, fences/walls, patios, decks, pools, and any other site amenities, identification of trees to be removed along with any other pertinent information.

(2) Schematic Floor and Roof Plans - 1/8 inch or larger (3) Schematic Elevations - 1/8 inch or larger, including roof heights, existing and finish grades and notation of exterior materials (4) Sample Board (Optional) - 18 by 24 inch maximum size (see attached), including: (a) Roof material and color (b) Exterior wall materials and color (c) Exterior trim materials and color (d) Window material and color Exterior door material and color (e) (t) Stone/rock materials (g) Fence/wall materials Landscape Plan - a hand drawn conceptual plan at 1 inch = 20 feet minimum (5) drawing showing major natural features, irrigated areas, areas of ornamental plantings, areas of native planting, water features, pools, decks, patios and any other significant design elements.

(6) Variances - Any requested variances to the Guidelines are to be submitted at this time in writing. Potential variances must also be clearly shown on the Preliminary Design Review drawings.

D. Staking Requirements - All proposed buildings and other site amenities must be defined by 2 inch by 2 inch wood stakes or steel stakes at least 48 inches high tied together by string to define the building outlines. Stakes should be numbered and correspond to a staking plan which is included in the Preliminary Design Packet.

E. Tree Tagging Requirements - All trees scheduled for removal should be clearly marked with bright orange tape five feet above ground level.

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3.5

Final Design Review and Approval - (Step 3)

After considering the comments from the Preliminary Design Review and making all necessary design changes, the Owner and his or her design professional will submit the application, any required fee, and documents for the Final Design Review. In the discretion of the ARB and in the time frame set forth in the Declaration, the Final Design Review may occur at the next regularly scheduled meeting of the ARB after submission of the Final Design Review application and documents, or may take place at a special meeting of the ARB called for that purpose. The Owner and his or her design representatives should be present at the meeting. Any postponement due to the non-availability of the Owner or his or her representatives will be rescheduled, but additional fees may be charged. Additional review meetings may also be necessary to review corrected or new materials. As discussed below, additional fees may be charged in connection with any submittal of substantial modifications or changes to previously approved plans or components thereof.

A Designer or Owner may request to submit hand-drawn sketches (the "Perspective Sketches") to the ARB prior to the Final Design Review to clarify and confirm that any changes requested by the ARB as a result of the Preliminary Design Review have been met. Review of such sketches will be at the discretion of the ARB and may involve an additional review fee.

Final Design Review Packet A. Final Design Review Application Form (all submittals in the packet must include two hard copies and an electronic PDF copy).

B. A list of the required submittal materials that accompany the application.

C. Drawings to be submitted on 24 by 36 inch maximum format: (1) Location Map (2) Site Plan drawn at largest scale that will show entire lot 1 inch = 20 feet is preferred - showing property lines, building envelope, developable area, construction area, existing and proposed grading, existing vegetation coverage and drainage pattern, easements, road or driveway, utility trench, building footprint with finished floor grades, parking area, turnaround, drainage improvements, fences/walls, patios, decks, pools, and any other site amenities, identification of trees to be removed along with any other pertinent information.

(3) Floor and Roof Plans - 114 inch = 1 foot scale (4) Elevations - 114 inch = 1 foot scale, including roof heights, existing and finish grades and notation of exterior materials. Indicate location and material of all metal flashing.

(5) Sections - at least 2 showing existing and proposed grading as well as building forms (6) Sample Board - 18 by 24 inch maximum size (see attached), including: (a) Roof material and color (b) Exterior wall materials and color (c) Exterior trim materials and color (d) Window material and color (e) Exterior door material and color (f) Stone/rock materials (g) Fence/wall materials (7) Perspective Sketches - if needed for clarity

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(8)

(9) (10)

(11) (12)

Landscape Plan - a detailed plan at 1 inch = 20 feet minimum drawing showing major natural features, irrigated areas, areas of ornamental planting, areas of native planting, water features, pools, decks, patios and any other significant design elements. Plants used for screening of electrical and gas meters are to be clearly noted.

Construction schedule including start and completion dates for all aspects of the project.

Details - Include details that clearly illustrate typical wall construction, soffit/eave/roof construction, fireplace and fireplace cap design, house monument, retaining walls, garage door construction and typical detail where stone shelf meets finish grade.

Written Specifications - Required to describe materials or construction not shown in the drawings such as door/window material, roof and flashing.

Variances - Any variances to the Guidelines must also be clearly shown on the Final Design Review drawings with the date they were approved by the ARB.

Any materials that were accepted in the Preliminary Design Review and that are in final form, i.e., the sample board, may be used in this submission packet as well. Any changes that were required after the Preliminary Design Review must be resubmitted in the Final Design Review packet.

Final Design Approval

If approval is given at the Final Review Meeting, the ARB will issue a written Final Design Approval within seven (7) business days from the date of approval. Any approval assigned is sitespecific and should not be construed as to establish a precedent on any other lot. The ARB may refuse to approve any submission or any component thereof, for any reason, including purely aesthetic reasons, at the sole discretion of the ARB. If the submission is disapproved, the ARB will furnish the Owner/design professional with the specific reasons, so as to allow them to modify the design and re-submit. As discussed below, an additional review fee may be charged if the design must be re-submitted for approval.

3.6

Building Permits

The Owner is responsible for obtaining all applicable building permits and may apply for them only after receiving Final Design Approval from the ARB. 3. 7

Subsequent Changes

Any changes in the final approved design, or additions to the project in any form, must be submitted to the ARB in writing for review and approval prior to making such changes.

3.8

Work In Progress Inspections

Absolutely no construction, grading, landscaping, or plant removal may take place prior to the Final Design Approval. During the construction, the ARB or its authorized representative has the right to inspect any construction to ensure compliance with the approved Final Design Approval. If changes or additions have been found which have not been approved, the ARB will issue a Notice to Comply. Failure to provide such

17 AUS536448491v5-162171.010100

notice shall not be deemed a waiver or release of the ARB's right to enforce any provisions of the Guidelines.

3.9

Notice to Comply

When, as a result of a construction inspection, the ARB finds changes or additions to the Final Design Approval, the ARB will notify the Owner within three (3) days of the inspection. The Owner will be required to comply with ARB instructions regarding the change, or work with the ARB to come to a mutually agreed-upon solution. The ARB retains the right to enforce compliance with its rulings.

3.10

Design Review Schedule and Fees

The ARB will make every effort to comply with the Design Review Schedules and Fees attached to these Guidelines. Notwithstanding the timeframes contained therein, the ARB will not be liable for any delays that are due to circumstances beyond its control. Further, the ARB reserves the right to increase or decrease the fees otherwise set forth therein as determined from to time in its sole discretion.

3.11

Application Packets

Application packets will be available from the ARB along with a detailed schedule of required items to include with each application.

3.12

Notices

Each notice, document or submittal (collectively, "notice") required or permitted to be given under the Guidelines must be given in compliance with the requirements of this section.

A.

Each notice shall be in writing.

B.

Any notice to be given to the ARB shall be deemed to have been duly served and to be effective only when a receipt acknowledging such delivery (such as registered mail, overnight express service or hand delivery receipt) is signed by a member or authorized representative of the ARB. The address of the ARB for delivery of notices hereunder shall be as follows: Architectural Review Board Boot Ranch 77 Boot Ranch Circle Fredericksburg, Texas 7 8624

C.

Any notice to be given to an Owner shall be deemed to be duly served when picked up by the Owner at the ARB's office or when delivered to the Owner's address by regular U.S. Mail Service. Delivery is presumed to have occurred on the second (2nd) day following the deposit of such notice by the ARB in the U.S. Mail. The address of an Owner shall be as set forth in the Owner's submittal of the Preliminary Design Review Application.

D.

Either the ARB or an Owner may change its address for notices hereunder by written notice to the other party designating the new address, such written notice of the changed 18

AUS536448491v5-162171.010100

address to be given to the other party.

Article IV. The Architectural Review Board 4.1

Architectural Review Board Membership

The ARB will be comprised of at least three (3) persons but no more than five (5) persons and may include architects, landscape architects, designers, civil engineers and similar professionals as well as one or more representatives of the Sponsor. The members of the ARB are appointed as set forth in the Declaration and will serve three-year terms. Any member of the ARB can resign by giving thirty (30) days written notice to the Association Board of Directors.

4.2

Functions of the ARB

The ARB will review all plans, applications and submissions for the construction or installation of improvements on an Owner's property. The ARB will also appoint a person to serve as its secretary. The secretary will perform all clerical functions required for the ARB to fulfill its responsibilities. From time to time the ARB may be called upon to perform other duties assigned by Sponsor, for so long as the Sponsor retains the right to appoint all members of the ARB pursuant to the Declaration, and thereafter the Association. The ARB may also establish sub-committees as necessary to fulfill its responsibilities.

4.3

ARB Meetings

Initially, the ARB will meet on an as-needed basis and then monthly or semi-monthly as construction activity within Boot Ranch dictates to review applications. Applications must be submitted to the ARB coordinator's office at least seven (7) days prior to the scheduled ARB review meeting. The ARB will review applications and plans that have been submitted since the most recent ARB review meeting. Owners/design professionals are encouraged, but not required, to attend the ARB review meetings at which such Owner's application and/or plans will be reviewed in order to respond to any questions the ARB may have.

Attendance at the ARB review meeting may help avoid unnecessary expense and delay. Appointments for ARB review meetings may be requested by contacting the ARB coordinator. The ARB will review the application and proposed plans and return them to the applicant marked "Approved as Submitted," "Approved as Noted," or "Revise and Resubmit" as the case may be. If found not to be in compliance with the Guidelines or if found to be otherwise unacceptable to the ARB, the plans will be returned to the applicant marked "Revise and Resubmit,'' accompanied by a written statement of items found not to be in compliance with the Guidelines or to be otherwise unacceptable to the ARB. If the first resubmittal of plans occurs more than six (6) months from the original submittal date, such resubmittal shall be accompanied by another review fee; also, a resubmittal of plans in excess of two (2) submittals may require payment of another review fee. The secretary will keep a record of all ARB meetings and activities.

4.4

Failure to Act

In the event the ARB fails to approve or to disapprove any complete application within thirty (30) business days after submission of all information and materials reasonably requested, the applicant may send a 19 AUS536448491v5-162171.010100

written request to the ARB to act on such application and if no response in received within ten (10) business days after receipt of the written request by the ARB, the application shall be deemed approved; provided, however, that no plans or construction shall be deemed approved if said plans or construction are inconsistent with the Guidelines, unless a variance has been granted in writing by the ARB. Notwithstanding the above, the ARB, by resolution, may exempt certain activities from the application and approval requirements of the Guidelines, provided such activities are undertaken in strict compliance with the requirements of such resolution.

4.5

Compensation

The ARB retains the right to engage paid outside consultants as needed to fulfill its responsibilities.

4.6

Amendment of Guidelines

For so long as the Sponsor retains the right to appoint all members of the ARB pursuant to the Declaration, the Sponsor shall have the sole and full authority to amend the Guidelines. Thereafter the ARB shall have such right. Any changes to the Guidelines will not be retroactive to any project that has been given Final Design Approval.

4. 7

Resolution of Disputes

A Board of Appeals may be established by the ARB to mitigate any disputes which may arise; decisions of the Board of Appeals will be rendered as final.

Article V. Construction and Builder Guidelines 5.1

Introduction

The construction and builder guidelines are designed to minimize disruption to the atmosphere within Boot Ranch during construction. The aim is to have each project completed in a timely manner and to make the experience as problem-free as possible for all parties involved. Before any aspect of construction begins, the Owner and/or his or her Builder must have the following in hand:

A. B.

C. 5.2

The Approved Final Design All applicable permits Receipt for the Damage and Performance Deposit in the amount of$ 7,500.00.

Builder Eligibility

Only builders in good standing under the Boot Ranch builder program ("Builder(s)") may serve as the general contractor/builder for the construction of improvements on any lot. To qualify as a Builder listed on the Boot Ranch Approved Builders List, a builder must satisfy certain criteria and requirements established by the ARB. An application for consideration is available from Boot Ranch. The builder will be interviewed by members of the ARB and asked to submit a list of three (3) completed projects as examples of their work. The builder will then arrange for members of the ARB to visit the listed projects for

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inspection. TI1e criteria and requirements established by the ARB for a builder to qualify for the Approved Builders List are solely for the protection and benefit of the ARB and the Sponsor, and are not intended to, and shall not be construed to benefit any Owner or any other party whatsoever. The ARB and the Sponsor, and their officers, directors, members, employees, agents or affiliates, make no representation, express or implied, to any Owner or any other party whatsoever with regard to any Builder, including, without limitation, the existence, nature and extent (including coverage amounts and deductibles) of insurance policies that may be maintained by a Builder from time to time, the solvency or financial status of a Builder from time to time, the nature and amount of any bonds that may be maintained by a Builder from time to time, the performance (or ability to perform) by a Builder of its contractual obligations (including any contractual obligations of any Builder in favor of any Owner or any other party whatsoever), the compliance by a Builder with building codes and other requirements, rules, laws and ordinances of federal, state and local governmental and quasi-governmental bodies and agencies relating to the construction of homes and other activities engaged in by a Builder from time to time and the compliance by a Builder with any licensing requirements imposed by federal, state and local governmental and quasi-governmental bodies and agencies from time to time. Furthermore, the ARB and the Sponsor, and their officers, directors, members, employees, agents or affiliates, shall have no responsibilities whatsoever for any sum that any Owner or any other party may deposit with any Builder, including, without limitation, any earnest money or other deposit that any Owner may deliver to any Builder. The selection of a Builder by an Owner shall be conclusive evidence that such Owner is independently satisfied with regard to any and all concerns such Owner may have about the Builder's qualifications. Owners shall not rely on the advice or representations of the ARB and the Sponsor, or their officers, directors, members, employees, agents or affiliates, regarding the qualifications of any Builder. Builders will be solely responsible for the performance of any sub-contractors working on their projects within Boot Ranch.

5.3

Construction Area Conference

Before any construction begins, the Builder must meet with representatives of the ARB to review the Approved Final Plans, discuss the utilization of the construction area, and ensure that the Builder understands all construction and building guidelines. The Builder and the ARB will also review the construction timeline and all building permits.

5.4

Governmental Standards

During construction, each Builder, Owner, contractor or sub-contractor shall be required to comply with all Applicable Law. It should not be assumed, however, that compliance with the rules, regulations and standards of Gillespie County, Texas and other governmental authorities will satisfy all requirements of the ARB. 5.5

Construction Area

The Builder must get approval from the ARB for the layout of the construction area. The Builder should have a detailed plan showing the area in which all construction activities will be confined. This Construction Area Plan will clearly define the areas to be used for the storage of construction materials, 21 AUS536448491v5-162171.010100

parking, the temporary construction trailer, chemical toilets, dumpster, debris storage, firefighting equipment, utility trenching and the limits of excavation. The Construction Area Plan should also clearly show the methods and means of protecting areas adjacent to the site to include flagging, fencing, and rope barricades. No contractor or subcontractor signage will be allowed at the site. The only exception will be permanent company information that exists on the construction trailer.

5.6

Construction Access

The route that construction equipment and personnel will use to reach the construction site will be determined by the ARB prior to the commencement of construction. The Builder is responsible for seeing that all personnel and equipment follow this route. The Association shall have the right to levy fines against any Builder or Owner if the route is not strictly adhered to.

5. 7

Vehicles and Parking

To minimize any damage to the surrounding areas, parking for worker's vehicles and construction equipment must be confined to the designated parking area at the site. The ARB reserves the right to limit construction activity at the site after heavy periods of rain.

5.8

Storage of Material and Equipment

All construction material and equipment must be stored in the pre-approved areas on the construction site.

Construction machinery can be stored only so long as it is active on the site.

5.9

Construction Activity Times

To protect the atmosphere at Boot Ranch and minimize the impact on club members and other residents, be it through noise or otherwise, interior and exterior construction will be allowed only from 7 a.m. to 6 p.m. on Monday through Friday and from 8 a.m. to 5 p.m. on Saturday. Construction is prohibited on Sundays, as well as on Thanksgiving and Christmas. On any other holiday, construction shall be allowed only from 7 a.m. to 6 p.m. on Monday through Friday and from 8 a.m. to 5 p.m. on Saturday. The initial construction of all structures must be completed within twelve (12) months after the commencement of construction, unless extended by the ARB. Construction on all projects must be substantially continuous in nature with no periods of prolonged inactivity.

5.10

The Construction Trailer/Temporary Structure

The site of the construction trailer or temporary construction structure must be approved by the ARB so as to minimize the visual impact from off the construction site. This structure must be moved prior to the issuing of the Certificate of Compliance issued near the end of the project. No trailer or structure on the construction site may be used as living quarters.

22 AUS536448491v5-162171.010100

5.11

Insurance

The ARB shall have the right to require an Owner or Builder to procure adequate commercial liability insurance during construction naming the Association, the Sponsor, and the ARB as additional insureds in an amount to be determined, from time to time, by the ARB.

5.12

Workers

Only workers that contractually engaged by a Builder and covered under a Builder's commercial liability insurance shall be allowed on the property. Evidence that a worker satisfies such requirements shall be delivered to the ARB within three (3) days of any request by the ARB.

5.13

Sanitary Facilities

Sanitary facilities in the form of chemical toilets must be provided at the site and situated in accordance with the Construction Area Plan. These facilities must be properly maintained both in operation and appearance.

5.14

Debris/Trash Removal

Trash and debris must be picked up at the construction site each day. All trash and debris must be removed at least once a week and transported off-site to an authorized disposal site. Lightweight materials must be weighted to prevent the wind from blowing them off the construction site. To protect the Hill Country environment, the burning of trash and debris is prohibited. No dumping or burying of any material at the construction site will be allowed. During construction, each lot must be kept neat and organized to prevent it from becoming an eyesore. TI1e ARB reserves the right to determine the standard for a neat and organized site. Any dirt, mud or debris from construction must be promptly removed from all roads, open spaces, driveways or any other part of Boot Ranch. Any costs incurred by the ARB to enforce these guidelines shall be levied as an Assessment against the Owner's lot.

5.15

Excavation Grading and Tree Protection

The Builder must take extreme care not to damage any trees not authorized for removal. All trees located within the construction area that are to be retained must be properly tagged and protected prior to any grading or excavation operations. Every effort must be made to reduce compaction and disturbances witl1in the drip line of trees being retained within and without the construction area. Watering must be used to control blowing dust. The Builder must minimize erosion on cuts or fill slopes by using proper soil stabilization, and water control, and is required to implement any erosion control techniques required by state or local agencies. Silt fences (see detail, Appendix B) and/or other devices for sedimentation control must be installed as directed by the ARB or in accordance with federal, state or local authorities. Grading operations may be suspended by the ARB during periods of heavy rain or high wind. All topsoil removed as part of grading must be stockpiled and reused on the construction site in accordance with the approved Landscape Plan, or moved off-site.

23 AUS536448491v5-162171.010100

5.16

Damage Repair and Restoration

No damage to any part or the property including adjacent lots, open spaces, roads, driveways, or other improvements shall be permitted. All damage must be repaired or restored promptly to the satisfaction of the ARB and/or adjacent landowner at the expense of the person causing damage or the Owner of the lot who engaged the services of said person. Upon completion of construction, the Owner and Builder are responsible for clean-up and repair/restoration of the site including but not limited to grades, vegetation, roads/driveways, drains, culverts, ditches, signs, lighting, and fencing. Any property repair costs incurred by the ARB or Association shall be levied as an Assessment against the Owner's lot. Failure on the Builder's part to remedy any damage may result in the Builder being removed from the Approved Builders List and suspended from further activity within Boot Ranch, including the temporary or permanent loss of privileges to enter into or engage in construction activities within Boot Ranch.

5.17

Inspections

In addition to all building inspections required, the following inspections must be scheduled with the ARB:

A. Construction Area Inspection - Within the approved construction area, the corners of all proposed buildings, the driveway, the extent of grading and protected vegetation must be staked, along with the locations of any temporary buildings. This inspection must be completed prior to any site clearing or disturbance of the existing grade.

B.

Final Inspection - The Owner is required to make written request for final inspection

when construction is completed. The ARB will conduct final inspection within twenty-one (21) days of receipt of the written request from the Owner. The Certificate of Compliance (or NonCompliance) will be issued by the ARB within seven (7) days of inspection.

5.18

Community Access

All vehicles (workers, deliveries, sales, etc.) are expected to utilize the Boot Ranch construction entrance for both entry and exit of the property. The construction entrance is accessed off Achtzehn Road, which is just south of the main entry. It is the Builders responsibility to provide the Guardhouse with an initial Access Authorization Request form (see Appendix C) and to update as labor forces change. The ARB shall have the right to relocate the construction entrance in the ARB's sole and absolute discretion.

5.19

Speed Limits

The speed limit within Boot Ranch is twenty-five (25) miles per hour for all vehicles. Failure to obey the speed limits may result in a Builder, subcontractor or service company to be denied access to the community.

5.20

Pets

To keep the disturbance of club members, other Owners and the native wildlife to a minimum, persons engaged in any construction function or activity are not permitted to bring pets onto the property.

24 AUS536448491v5-162171.010100

5.21

Security

The Builder may take steps to secure the site and protect equipment so long as the security measures do not include any type of audible alarms, or lighting that is distracting to neighbors or club members. The ARB reserves the right to determine the appropriateness of any security system.

5.22

Construction Noise

Home construction at many stages will invariably produce a great deal of noise. The Builder is responsible for seeing to it that only noise associated with necessary activity is produced. The volume level of music playback devices such as radios, CD players, etc. must be set so the sound is not be audible from the golf course or any neighboring lot.

5.23

Firearms

Carrying and/or discharging any type of firearms, except by law enforcement officials and security personnel within Boot Ranch is strictly prohibited.

5.24

Accidents

The Sponsor and the ARB shall be notified immediately of any accidents, injuries or other emergency occurrence.

25 AUS536448491v5-162171.010100

BOO~ANCH. Design Review Schedule and Fees The ARB will make every effort to comply with the following Design Review Schedules. The ARB will not, however, be liable for any delays that are due to circumstances beyond its control.

Pre-Design Conference - STEP 1: The pre-design conference will be scheduled within fourteen ( 14) days of Owner/design professional' s written request for same.

Preliminary Design Review - STEP 2: After the Preliminary Design Review application and documents are submitted to the ARB, in the discretion of the ARB and in the time frame set forth in the Declaration, the application may be reviewed at the next regularly scheduled meeting of the ARB, or at a special meeting of the ARB called for that purpose. The Owner and/or his or her design professional should attend this meeting to review comments and address questions the ARB may have about the project.

Final Design Review - STEP 3: After the Final Design Review application and documents are submitted to the ARB, in the discretion of the ARB and in the time frame set forth in the Declaration, the application may be reviewed at the next regularly scheduled meeting of the ARB, or at a special meeting of the ARB called for that purpose. The Owner and/or his or her design professional should attend this meeting to review comments and address questions the ARB may have if final approval is not given. If the design is approved, the Owner will receive a Final Plan Approval Letter.

Final Plan Approval Letter - A plan approval letter will be sent stating your construction plans have been approved. A Water Meter Application (see attachment) will be sent with this letter; the application must be filled out and returned to the management company before a Notice to Commence Letter (see attachment) will be issued by the ARB. At this time any deposits necessary to begin construction shall also be collected.

Building Permits - The Owner and/or Builder shall acquire all applicable permits.

Construction Area Inspection - STEP 4: A construction area inspection with the Builder, including the submission and review of the Construction Area Plan, will be arranged within seven (7) days of the receipt of the written request from the Owner. This inspection must occur prior to any construction activity.

26 AUS536448491v5-162171.010100

Final Inspection STEP 5 - TI1e final inspection will be conducted seven (7) days prior to completion and within twenty-one (21) days of receipt of the written request from Owner. The Certificate of Compliance (or Non-Compliance)(see attachment) will be issued by the ARB within seven (7) days of inspection.

Application Fees The following fees must accompany each application as indicated in these Guidelines: Pre Design Conference - $450.00 Preliminary Design Review - $700.00 Final Design Review- $700.00 Damage and Performance Deposit- $7,500.00 Water and Sewer Tap Fee - $4,000.00 (5/8) Landscape Deposit- $15,000.00 (required if property owner/design team submits the landscape plan during construction rather than during Preliminary Design Review) Construction Area Inspection - $250.00 Final Inspection - $250.00

Contact Information All application, notices, and correspondence shall be forwarded to the following address: Boot Ranch 7 7 Boot Ranch Circle Fredericksburg, Texas 78624 ATTN: Architectural Review Board Cade Emerson/ Architectural Review Board Office: 830.990.7623 Facsimile: 830.997 .6220 Email: cemerson@bootranch.com

27 AUS536448491v5-162171.010100

BOO~ANCH. Pre-Design Conference Application - Step 1 ($450.00 Fee and Completed Application Required Prior to Meeting) Date Homesite Number (last)

(first)

(first)

Architect Name

(last)

(first)

(firm)

Contact Number

(cell)

(offlce)

Consultants/Builder

(last)

(first)

Contact Number

(cell)

(office)

Owner Name Contact Number Email Address Address

Email Address

(firm)

Email Address

Checklist YES 1.

I have received the Architectural Design Guidelines

D

2.

I have reviewed the lot specific Homesite Profile

D

3.

I have enclosed and/or paid the $450.00 Pre-Submission Conference Application Fee

D

APPLICANT: Print Name

AUS536448491v5- 162171.010100

Signature

BOO;rANCH. Preliminary Design Review Application - Step 2 ($700.00 Fee and Completed Application Required Prior to Meeting)

Date Homesite Number

(last)

(first)

(first)

Architect Name

(last)

(first)

(firm)

Contact Number

(cell)

(office)

Builder Name

(last)

(first)

Contact Number

(cell)

(office)

Print Name

Signature

Owner Name Contact Number Email Address Address

Email Address

(firm)

Email Address

DATE SCHEDULED*: APPLICANT:

*Note: Prior to scheduling PDR (Preliminary Design Review) with Cade Emerson, Architectural Review Board Contact (830.990.7623), APPLICANT shall review the Preliminary Design Review Requirements, attached. The following are attached to this application: payment ($700.00), PDR checklist, and checklist documents.

29 AUS536448491v5-162171.010100

BOO{tANCHPreliminary Design Review Checklist 1.

D

Preliminary Design Review Application: Required Drawings (24" x 36") - One hard copy and an electronic PDF copy

2.

Location Map:

D

3.

Site Plan (see Guidelines for minimum content):

D

4.

Schematic Floor Plans:

D

5.

Schematic Roof Plans:

D

6.

Schematic Elevations:

D

7.

Sample board or color pictures of exterior material (see Guidelines for minimum content):

D

8.

Landscape Plan (see Guidelines for minimum content):

D

9.

Proposed building footprint(s) and outline(s) have been staked onsite:

D

10.

Staking Plan (numbered to correlate with onsite stakes):

D

11.

Tree tagging:

D

30 AUS536448491v5-162171.010100

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31 AUS536448491v5-162171.010100

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ooo;tANCH" Items Required Prior To Preliminary Design Review Meeting A. Preliminary Design Review Application Form.

B. A list of the required submittal materials that accompany the application.

C. One hard copy and an electronic PDF copy of drawings to be submitted in 24 x 36 format. Drawings may be hand drawn or hardline.

(1)

Site Plan drawn at largest scale that will show entire lot 1 inch = 20 feet is preferred showing property lines, building envelope, developable area, construction area, existing and proposed grading, existing vegetation coverage and drainage pattern, easements, road or driveway, utility trench, building footprint with finished floor grades, parking area, turnaround, drainage improvements, fences/walls, patios, decks, pools, and any other site amenities, identification of trees to be removed along with any other pertinent information.

(2)

Schematic Floor and Roof Plans - 1/8 inch or larger

(3)

Schematic Elevations - 1/8 inch or larger, including roof heights, existing and finish grades and notation of exterior materials

(4)

Sample (a) (b) (c) (d) (e) (f)

(g) (5)

Board (Optional) - 18 by 24 inch maximum size (see attached), including: Roof material and color Exterior wall materials and color Exterior trim materials and color Window material and color Exterior door material and color Stone/rock materials Fence/wall materials

Landscape Plan - a hand drawn conceptual plan at 1 inch

=

20 feet minimum drawing

showing major natural features, irrigated areas, areas of ornamental plantings, areas of native planting, water features, pools, decks, patios and any other significant design elements.

(6)

Variances - Any requested variances to the Guidelines shall be submitted in writing at this

time, as well as clearly shown on the Preliminary Design Review drawings.

D. Staking Requirements - All proposed buildings and other site amenities must be defined by 2 inch by 2 inch wood stakes or steel stakes at least 48 inches high tied together by string to define the building outlines. Stakes should be numbered and correspond to a staking plan which is included in the Preliminary Design Packet.

E. Tree Tagging Requirements - All trees scheduled for removal should be clearly marked with bright orange tape five feet above ground level.

32 AUS536448491v5-162171.010100

BOO;wANCH" Final Design Review Application- Step 3 ($700.00 Fee and Completed Application Required Prior to Meeting) Date Homesite Number

Owner Name

(last)

(first)

(first)

Architect Name

(last)

(first)

Contact Number

(cell)

(office)

Builder Name

(last)

(first)

Contact Number

(cell)

(office)

Print Name

Signature

Contact Number Email Address Address ____________ (firm)

Email Address

____________ (firm)

Email Address DATE REQUESTED*:

APPLICANT:

*Note: Prior to scheduling FDR (Final Design Review) with Cade Emerson, Architectural Review Board (830.990.7623), APPLICANT shall review the Final Design Review Requirements, attached. The following are attached to this application: payment ($700.00), FDR checklist, and checklist documents.

33 AUS536448491v5-162171.010100

eoo;JANCH" Final Design Review Checklist 1.

D

Final Design Review Application: Reguired Drawings (24" x 36") - Two hard copies and an electronic PDF copy

2.

Location Map:

D

3.

Site Plan (see Guidelines for minimum content):

D

4.

Floor Plans:

D

5.

Roof Plans:

D

6.

Elevations:

D

7.

Sections:

D

8.

Sample board or color pictures of exterior material (see Guidelines for minimum content):

D

9.

Perspective sketches or computer rendering:

D

10.

Landscape Plan (see Guidelines for minimum content):

D

11.

Construction schedule:

D

34 AUS536448491v5-162171.010100

BOO~ANCff Final Design Review Requirements Final Design Review Packet A. Final Design Review Application Form (all submittals in the packet must include two hard copies and an electronic PDF copy).

B. A list of the required submittal materials that accompany the application.

C. Drawings to be submitted on 24 by 36 inch maximum format: ( 1)

Location Map

(2)

Site Plan drawn at largest scale that will show entire lot 1 inch preferred -

=

20 feet is

showing property lines, building envelope, developable area,

construction area, existing and proposed grading, existing vegetation coverage and drainage pattern, easements, road or driveway, utility trench, building footprint with finished floor grades, parking area, turnaround, drainage improvements, fences/walls, patios, decks, pools, and any other site amenities, identification of trees to be removed along with any other pertinent information.

(3)

Floor and Roof Plans - Y4 inch

(4)

Elevations - Y4 inch

=

=

1 foot scale

1 foot scale, including roof heights, existing and finish

grades and notation of exterior materials. Indicate location and material of all metal flashing.

(5)

Sections - at least 2 showing existing and proposed grading as well as building forms

(6)

Sample Board - 18 by 24 inch maximum size (see attached), including (a) (b) (c) (d) (e) (f)

(g)

Roof material and color Exterior wall materials and color Exterior trim materials and color Window material and color Exterior door material and color Stone/rock materials Fence/wall materials

35 AUS536448491v5-162171.010100

(7)

Perspective Sketches - If needed for clarity

(8)

Landscape Plan - a detailed plan at 1 inch = 20 feet minimum drawing showing major natural features, irrigated areas, areas of ornamental planting, areas of native planting, water features, pools, decks, patios and any other significant design elements. Plants used for screening of electrical and gas meters are to be clearly noted.

(9)

Construction schedule including start and completion dates for all aspects of the project.

(10)

Details -

Include details that clearly illustrate typical wall construction,

soffit/eave/roof construction, fireplace and fireplace cap design, house monument, retaining walls, garage door construction and typical detail where stone shelf meets finish grade.

(11)

Written Specifications - Required to describe materials or construction not shown in the drawings such as door/window material, roof and flashing.

(12)

Variances - Any variances to the Guidelines that have been approved by the ARB shall be clearly noted on the plans along with the date the variance was approved by the ARB.

Any materials that were accepted in the Preliminary Design Review and that are in final form, i.e., the sample board, may be used in this submission packet as well. Any changes that were required after the Preliminary Design Review must be resubmitted in the Final Design Review packet.

36 AUS536448491v5-162171.010100

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ooo:tANCH" Water Meter Application Date Lot Number (last) ________________ (first)

_____________ (first)

Consultants/Builder

(last)

(first)

Contact Number

(cell)

(office) _______________ _

Owner Name Contact Number Email Address

____________ (firm)

Email Address

Water Meter Size

5/8

Checklist 1.

D

5/8" Water and Sewer Tap Fee $4,000.00

APPLICANT: Print Name

Signature

38 AUS536448491v5-162171.010100

OOO~ANCH. Water Meter Certificate Issue Date: Project Lot No: Owner Name: Address:

Maximum Water Meter Size:

CERTIFICATION By completing the Architectural Review process, the Lot and Owner above have been issued a NOTICE TO COMMENCE by Boot Ranch's Architectural Review Board. In conjunction, Boot Ranch's Architectural Review Board has issued this certificate which is to be presented at the City of Fredericksburg Utility Department when requesting water service.

DIRECTOR OF DEVELOPMENT:

Signature

Cade Emerson Printed Name

Date Please Note: The City of Fredericksburg will NOT issue a water meter without this certificate being presented at the time of application.

77 5oot Ranch Circle, Fredericksburg, Texas 7862+

OJ+ice: 8)0.990.J62) fax: 8)0.997.6220

cemerson@bootranch.com â&#x20AC;˘ www.5ootf\.anch.com

39 AUS536448491v5-162171.010100

BOOT ANCH. Approved Builder Application Company Name Primary Contact Cellular Telephone

Business Telephone

City ___________________ State ____ Zip _____ _

Business Address:

Facsimile _________________ _

Email Address: Incorporated (please circle one):

YES

(Date: ____________ )

NO

Insurance Coverages: Tvoe General Liability

Policy Number

Automobile Workers Comp

Effective Date

_________________

Exp. Date

Limits

$_________________ $_________________ $_________________

_ _________ _

Completed Projects (Please include/attach photos of each project):

1.

Owner

City ____________________ Zip _____________ _

Address

2.

Owner

Telephone ---------------------City _____________________ Zip _____________ _

Address 3.

Telephone

Owner

Telephone ---------------------City _____________________ Zip _____________ _

Address Architect References: 1.

Name ---------------------------------- Phone ------------------------

2.

Name --------------------------------- Phone ------------------------

Builder's Signature

Boot Ranch Representative

40 AUS536448491v5-162171.010100

BOO~ANCH.

Construction Area Inspection Request Form- Step 4 ($250.00 Fee and Completed Application Required Prior to Meeting) 1. Applicant to contact Architectural Review Board to request Inspection date.

2. Applicant to complete and submit Form for confirmation of scheduled meeting date.

Date Homesite Number

Owner Name

(last)

(first)

(first)

Contact Number Email Address Address Builder Name

(last)

(first)

Contact Number

(cell)

(office)

Print Name

Signature

(firm)

Email Address DATE SCHEDULED*:

APPLICANT:

*Note: Prior to scheduling Construction Area Inspection with Cade Emerson, Architecn1ral Review Board (830.990. 7623), APPLICANT shall review the Guidelines requirements. Attached to this application: Construction Area Plan, checklist documents and payment ($250.00).

41 AUS536448491v5-162171.010100

BOOT ANCH" Construction Area Inspection Checklist 1.

ARB has received the Damage and Performance Deposit.

2.

Builder has provided ARB with detailed Construction Area Plan.

A. Designated storage area for construction materials B. Designated site access route and parking area C. Location of temporary construction trailer D. Location of temporary restroom facility E. Dumpster location F. Location of debris storage G. Location of firefighting equipment H. Route of utility trenching I. Limits of excavation ]. Flagging, fencing, and rope barricades of sensitive areas is shown K. Non-conforming Contractor signage is absent

3.

Construction site access has been delineated.

4.

Construction activity hours - M-F 7 am - 6 pm, Sat 8 am - 5 pm Construction is prohibited on Sundays/Thanksgiving/Christmas

5.

Builder acknowledges 12 month building time.

6.

***TRASH AND DEBRIS MUST BE PICKED UP DAILY***

7.

Tree protection locations have been identified.

8.

Building corners, driveway, and grading locations have been staked

9.

The SPEED LIMIT with Boot Ranch is 25 MPH

10.

All construction personnel and deliveries are to utilize the Jacob Road CONSTRUCTION ENTRANCE off Achtzehn Road.

11.

No pets are allowed within the construction area.

42 AUS536448491v5-162171.010100

YES

NO

D D

D D

D D

D D

D D D D D D

D D D D D D

D

D

Appendix A

BOO;tANCH. Builders Sign Application

Date Homesite Number Owners Name

(Title)

(Last)

Builders Company Name Builders Phone Number

(Optional) Architect Company Name Architect Phone Number

All builders signs will follow the template sign below. To purchase a sign, please remit payment of $3 25.00 to the Boot Ranch Property Owners Association, Inc., and submit said payment to the ARB with this application.

AUS536448491v5-162171.010100

44 AUS536448491v5- 162171 010100

BOO~ANCHNOTICE TO COMPLY Date Homesite Number (last)

(first)

(first)

Architect Name

(last)

(first)

(firm)

Contact Number

(cell)

(office)

Builder

(last)

(first)

Contact Number

(cell)

(office)

Owner Name Contact Number Email Address Address

Email Address (firm)

Email Address

As a result of an ARB periodic inspection, the property referenced above has been found to be in non-compliance with the Final Design Approval. The following items in question need to be formally submitted for approval by the ARB or revised to reflect the design approved by the Final Design Approval: 1.

2.

3.

ARB Representative

Date

45 AUS536448491v5-162171.010100

BOO~ANCH.

Final Inspection Request Form- Step 5 ($250.00 Fee and Completed Application Required Prior to Meeting)

1.

Applicant to contact Architectural Review Board to request Inspection date.

2.

Applicant to complete and submit Form for confirmation of scheduled meeting date.

Date Homesite Number (last)

(first)

(last)

(first)

Builder Name

(last)

(first)

Contact Number

(cell)

(office)

Owner Name

Contact Number Email Address Address

____________ (firm)

Email Address

DATE SCHEDULED*: _______________________

APPLICANT: Signature

Print Name

46 AUS536448491v5-162171.010100

eooltANCH" Final Inspection CERTIFICATE OF NON-COMPLIANCE Date

Homesite Number

Owner Name

(last)

(first)

(first)

Architect Name

(last)

(first)

(firm)

Contact Number

(cell)

(office)

Consultants/Builder

(last)

(first)

Contact Number

(cell)

(office)

Contact Number Email Address

Email Address (firm)

Email Address

As a result of the Final Inspection request, the property referenced above has been found to be in non¡ compliance with the Final Design Approval. The following items in question need to be formally submitted for approval by the ARB or revised to reflect the design approved by the Final Design Approval: 1.

2.

3.

ARB Representative

Date 47

AUS536448491v5-162171.010100

AppendixB

Specifications for Silt Fence 1. Silt fence shall be constructed before upslope land disturbance begins.

2. All silt fence shall be placed as close to the contour as possible so that water will not concentrate at low points in the fence and so that small swales or depressions which may carry small concentrated flows to the silt fence are dissipated along its length.

3. To prevent water ponded by the silt fence from flowing around the ends, each end shall be constructed upslope so that the ends are at a higher elevation.

4. Where possible, silt fence shall be placed on the flattest area available.

5. Where possible, vegetation shall be preserved for 5 ft. (or as much as possible) upslope from the silt fence. If vegetation is removed, it shall be reestablished within 7 days from the installation of the silt fence.

8.

The silt fence shall be placed with the stakes on the downslope side of the geotextile and so that the 8 in. of cloth are below the ground surface. Excess material shall lay on the bottom of the 6-in. deep trench. The trench shall be backfilled and compacted.

9.

Seams between sections of silt fence shall be overlapped with the end stakes of each section wrapped together before driving into the ground.

10. Maintenance - Silt fence shall allow runoff to pass only as diffuse flow through the geotextile. If runoff overtops the silt fence, flows under or around the ends, or in any other way becomes a concentrated flow, one of the following shall be performed, as appropriate: 1) The layout of the silt fence shall be changed, 2) Accumulated sediment shall be removed, or 3) Other practices shall be installed.

6. The height of the silt fence shall be a minimum of 16 in. above the original ground surface.

1.

7. The silt fence shall be placed in a trench cut a minimum of 6 in. deep. The trench shall be cut with a trencher, cable laying machine, or other suitable device which will ensure adequate uniform trench depth.

Fence Posts - The length shall be a minimum of 32 in. long. Wood posts will be 2 by 2 in. hardwood of sound quality.

The maximum spacing between posts shall be 10 ft.

2.

Silt Fence Fabric (See chart below)

Fabric Properties

Criteria for Silt Fence Materials

Values

Test Method

90 lb. minimum

ASTM D 1682

Mullen Burst Strength

190 psi minimum

ASTM 03786

Slurry Flow Rate

0.3 gal/min/ft maximum

Grab Tensile Strength

Equivalent Opening Size

40-80

US Std. Sieve CW-02215

Ultraviolet Radiation Stability

90% minimum

ASTM-G-26

48 AUS536448491v5-162171.010100

Specifications for Silt Fence

.·~"'" . •. •·. · · .· q''""

Silt Fence should be installed on the /

~~~/ Contour Lines

~

-

Correct

-

Silt Fence

Placement

Placement

)( )( -- )(/-;-x----1, ---

Maximize distance from the toe of slope, leaving at least 5' distance.

x

Incorrect Placement

Trench to be backfilled and compacted

I I

I I

lJ

lJ

49 AUS536448491v5-162171.010100

AppendixC

BOO~ANCHConstruction Site Access Authorization Request ALL BUILDERS WITHIN BOOT RANCH ARE REQUIRED TO FILL OUT THIS FORM AND PLACE AN EXECUTED COPY ON FILE WITH THE BOOT RANCH GUARD HOUSE BEFORE CONSTRUCTION START DATE. 1. It is the Builders responsibility to update this form with new or changing Subcontractors and Suppliers throughout the construction processes. Forward any changes to the Boot Ranch Guard House in person or via email: guardhouse@bootranch.com.

2. Subcontractors and Suppliers who are not on this approved list will only be granted access if the Builder notifies the Guard House at 830.990.7610 prior to their arrival.

Date:

HOME OWNER:

Lot Number: __________ _

Physical Address: ----------------------------

General Contractors Company Name:

--------------------------------(first)

Job Site Supervisor Name: (last) Contact Number:

(cell)

(office)

Email Address:

SUB/SUP FIRM NAME

PRIMARY CONTACT NAME

50 AUS536448491v5-162171.010100

CONTACT NUMBER

Gillespie Nov~mb~r

12

2015

Counly Cl~r TBxas 01

PM

20161985

6 FAGS rIFF

AFTER RECORDING RETURN TO:

GreenbergTraurig

Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

BOOT RANCH SUPPLEMENTAL ARCHITECTURAL DESIGN GUIDELINES [Cabin Lots] Pursuant to the authority set forth under that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document 20160757 of the Official Public Record of Gillespie County, Texas (the "Master Declaration"), the Boot Ranch Architectural Review Board (the "Architectural Review Board") hereby certifies that these Supplemental Architectural Design Guidelines [Cabin Lots] (the "Cabin Lots Supplemental Architectural Design Guidelines") attached hereto as Exhibit "A" and incorporated herewith, were duly adopted by the Architectural Review Board under the Master Declaration as a supplement to the Boot Ranch Architectural Design Guidelines, recorded as Document No. 20154928 in the Official Public Records of Gillespie County, Texas (the "Architectural Design Guidelines"), and along with all future amendments thereto, such Cabin Lots Supplemental Architectural Design Guidelines shall be effective upon the date of their recordation in the Official Public Records of Gillespie County, Texas.

Acknowledged by: THE BOOT

CH ARCHITECTURAL REVIEW BOARD

By: Printed Name: D. Craig Title: Chairperson

artin

THE STATE OF TEXAS COUNTY OF DENTON .r

/1

This instrument was acknowledged before me on this l day of April, 2016, by D. Craig Martin, Chairperson of the Boot Ranch Architectural Review Board, on behalf of such enti

(seal)

,,,,,Tip, BRITNEY GASKEY â&#x20AC;&#x153;".:4vos Notary Public, State of Texas Comm. Expires 07.29-2019

%%%%%%%% Notary ID 130313212

AUS536504568v2 - 162171.010100

Notary Public, State of T xas

EXHIBIT "A" BOOT RANCH CABIN LOTS SUPPLEMENTAL ARCHI fECTURAL DESIGN GUIDELINES

2 BOOT RANCH CABIN LOTS SUPPLEMENTAL ARCHITECTURAL DESIGN GUIDELINES AUS536504568v2 - 162171.010100

ANCIF

BO

CABIN LOTS SUPPLEMENTAL ARCHITECTURAL DESIGN GUIDELINES I. Introduction Any notice or information required to be submitted to the Architectural Review Board under these Cabin Lots Supplemental Architectural Design Guidelines will be submitted to the Architectural Review Board, c/o Boot Ranch, 77 Boot Ranch Circle, Fredericksburg, Texas 78624, Phone: (830) 990-7623, Fax: (830) 997.6200.

A. Background Boot Ranch is a master planned community located in Gillespie County, Texas. The community consists of Development Areas which are subject to the terms and provisions of Second Amended and Restated Declaration of Governance for Boot Ranch, recorded as Document No. 20160757, Official Public Records of Gillespie County, Texas (the "Master Declaration") and the Boot Ranch Development Area Declaration [Single-Family Residential', recorded as Document 20160759 in the Official Public Records of Gillespie County, Texas (the "Development Area Declaration"). The Master Declaration and each Development Area Declaration includes provisions governing the construction of improvements and standards of maintenance, use and conduct for the preservation of Boot Ranch community.

B. Architectural Review Board and Review Authority The Architectural Review Board consists of members who have been appointed by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"). Article 7 of the Master Declaration includes procedures and criteria for the construction of Improvements within the Boot Ranch community. As provided in Article 7 of the Declaration, no Improvement, or any addition, alteration, improvement, installation, modification, redecoration, or reconstruction thereof may occur unless approved in advance by the Architectural Review Board. In reviewing and acting on an application for approval, the Architectural Review Board may act solely in its self-interest and owes no duty to any other person or any organization.

C. Applicability As set forth in Section 7.03(a) of the Master Declaration, the Architectural Design Guidelines may contain general provisions applicable to the entire Development, as well as specific provisions which will vary according to land use and from one portion of the Development to another depending upon the location, unique characteristics, and intended use. Pursuant to Section 7.03(b) of the Master Declaration, Declarant has the sole right and authority to amend the Architectural Design Guidelines, unless such authority is delegated in writing to the Architectural Review Board. The authority to amend the Architectural Design Guidelines was delegated to the Architectural Review Board pursuant to the Notice of Sponsor Delegation of Authority to Amend and Supplement the Architectural Design Guidelines, recorded as Document No.20 i 0i (7`1, Official Public Records of Gillespie County, Texas.

3 BOOT RANCH CABIN LOTS SUPPLEMENTAL ARCHITECTURAL DESIGN GUIDELINES AUS536504568v2 162171.010100

The Architectural Review Board has adopted Boot Ranch Architectural Design Guidelines, recorded as Document No. 20154928 in the Official Public Records of Gillespie County, Texas (the "Architectural Design Guidelines").

These Supplemental Architectural Design Guidelines [Cabin Lots] (the "Cabin Lots Supplemental Architectural Design Guidelines") are a supplement to the Architectural Design Guidelines. In the event of a conflict between the terms and provisions of these Cabin Lots Supplemental Architectural Design Guidelines and the Architectural Design Guidelines, the terms and provisions of these Cabin Lots Supplemental Architectural Design Guidelines will control.

These Cabin Lots Supplemental Architectural Design Guidelines apply to Lots 301, 302, 303, 304, 305, 306, 307, 308, 309, 310, 311, 312, 313, 314, 315, 316, 317, 318, 319, 320, 321, 322, 323, and 324, Boot Ranch Phase 1, a subdivision located in Gillespie County, Texas, according to the map or plat recorded under Volume 4, Page 129 in the Official Public Records of Gillespie County, Texas (the "Cabin Lots").

II. Cabin Lots Architectural Plans The requirements set forth below are intended to provide general direction and guidance to the applicant. Please be advised that all Improvements must be approved in advance and in writing by the Architectural Review Board.

The Architectural Review Board will determine whether the applicant has complied with the requirements set forth below. â&#x20AC;¢

Pre-Designed Base Architectural Plans. Upon conveyance of title of the Lot to an Owner, the Owner shall obtain from Sponsor a copy of the base architectural plans ("Plans") originally prepared by CHAS Architects, Inc. ("Architect") for the Cabin Lots, by making written request therefor to Sponsor. The Cabin Lots are restricted to construction of such cabin style residence and related improvements (the "Cabin Improvements") in accordance with the Plans originally prepared by Architect, the requirements of the Architectural Design Guidelines, the Master Declaration, the Development Area Declaration, and these Cabin Lots Supplemental Architectural Design Guidelines. The Cabin Improvements shall be constructed by Owner in accordance with the Plans; however, Owner acknowledges that depending on the particular characteristics of their Lot, including but not limited to the orientation of the Lot, the size of the Lot, its encumbrances, vegetation, slope, or topography, the Plans may need to be modified by the Architect to provide for the construction of the Owner's Cabin Improvements on the Lot, subject to the terms hereof.

Prior to commencement of construction of the Cabin Improvements, Owner will engage the Architect to prepare any modifications to the Plans required for construction of the Owner's Cabin Improvements on such Owner's Lot (the "Modified Plans"). Owner may modify the Plans subject to: (a) the consent and approval of the Architect; (b) Owner's payment of all additional costs and expenses related to such Modified Plans; (c) written approval of the Architectural Review Board; and (d) compliance of such Modified Plans with the Architectural Design Guidelines, the Master Declaration, the Development Area Declaration, and these Cabin Lots Supplemental Architectural Design Guidelines. Sponsor makes no representation or warranty, express or implied, with respect to the Plans, any Modified Plans, the construction of the Cabin Improvements, or the Architect. SPONSOR, THE ASSOCIATION, AND/OR THE ARCHITECTURAL REVIEW BOARD HAS NO DUTY, OBLIGATION, OR LIABILITY WITH RESPECT TO THE PLANS, ANY MODIFIED PLANS, THE CONSTRUCTION OF THE CABIN IMPROVEMENTS, OR THE ARCHITECT. EACH OWNER AND OCCUPANT HEREBY RELEASES AND HOLDS HARMLESS THE SPONSOR, THE ASSOCIATION, AND/OR THE ARCHITECTURAL REVIEW BOARD, AND/OR THE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF EACH SUCH ENTITY, FROM ANY COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION INCURRED OR ARISING IN ANY WAY RELATING TO THE PLANS, ANY MODIFIED PLANS, THE CONSTRUCTION OF THE CABIN IMPROVEMENTS, OR THE ARCHITECT (INCLUDING ANY COST, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING OUT OF THE NEGLIGENCE OF ANY OF THE SPONSOR, THE ASSOCIATION, AND/OR THE ARCHITECTURAL REVIEW BOARD, AND/OR THE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF ANY SUCH ENTITY, IN CONNECTION THEREWITH), EXCEPT FOR SUCH COST, 4 BOOT RANCH CABIN LOTS SUPPLEMENTAL ARCHITECTURAL DESIGN GUIDELINES

AUS536504568v2 - 162171.010100

LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SPONSOR, THE ASSOCIATION, AND/OR THE ARCHITECTURAL REVIEW BOARD, AND/OR THE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF ANY SUCH ENTITY, IN CONNECTION THEREWITH. "GROSS NEGLIGENCE" DOES NOT INCLUDE SIMPLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE OR SIMILAR NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE. The terms, conditions and restrictions of this paragraph shall not be waived or modified without the express written consent of Sponsor, in its sole discretion. The terms, conditions and restrictions of this paragraph may be enforced by Sponsor, the Association, and/or the Architectural Review Board.

5 BOOT RANCH CABIN LOTS SUPPLEMENTAL ARCHITECTURAL DESIGN GUIDELINES AUS536504568v2 - 162171.010100

FILED AND RECORDED OFFICIAL PUBLIC RECORDS W*It Mary Lynn Rusche, County Clerk Gillespie County, Texas April 20, 2016

10:20:24 AM

FEE: $36.00 AHERRERA AFF

20161985

11 il

20161402

4 PCS NOT

AFTER RECORDING RETURN TO:

GreenbergTraurig

Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

4I

NOTICE OF SPONSOR APPOINTMENT OF THE MEMBERS OF THE BOOT RANCH ARCHITECTURAL REVIEW BOARD

Gillespie County, Texas

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to First Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20113029 of the Official Public Record of Gillespie County, Texas.

AUS536462568v2 - 162171.010100

NOTICE OF SPONSOR APPOINTMENT OF THE MEMBERS OF THE BOOT RANCH ARCHITECTURAL REVIEW BOARD This Notice of Sponsor Appointment of the Members of the Boot Ranch Architectural Review Board (the "Notice") is made and executed by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"), and is as follows: Architectural Review Board. Pursuant to Section 9.2 of that certain First Amended and 1.

Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20113029 of the Official Public Record of Gillespie County, Texas (the "Master Declaration"), Sponsor currently has the exclusive authority to appoint the members of the Architectural Review Board (the "ARB") since less than one hundred percent (100%) of the Units for residential dwellings have been issued certificates of compliance by the ARB, and if applicable, certificates of occupancy by the appropriate jurisdiction.

2.

Appointment. Sponsor hereby appoints the following persons to the ARB: Craig Martin David Blom Cade Emerson Sponsor hereby revokes all prior appointments to the ARB.

Ratification of Past Acts. Sponsor hereby ratifies, confirms, and approves all past 3. decisions, conduct and actions of the ARB, from and after October 20, 2015, up to and including the date this instrument is recorded in the Official Public Records of Gillespie County, Texas, and whether or not reflected in the records of the ARB. Capitalized Terms. Unless otherwise provided herein, all capitalized terms used but not 4. instrument shall have the meanings subscribed to such terms in the Master Declaration. defined in this

2 NOTICE OF SPONSOR APPOINTMENT OF BOOT RANCH ARCHITECTURAL REVIEW BOARD AUS536462568v2 - 162171.010100

EXECUTED TO BE EFFECTIVE as of the 20th day of October, 2015.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By: Printed Name: D. Craig Martin Title: Authorized Signatory THE STATE OF TEXAS COUNTY OF DENTON

ยง

ยง ยง

day of March, 2016, by D. Craig This instrument was acknowledged before me on this t O a Delaware limited liability company, RANCH HOLDINGS, LLC, Martin, Authorized Signatory of BOOT on behalf of said limited liability company.

(seal)

Notary Public, State of Texas

3 NOTICE OF SPONSOR APPOINTMENT OF BOOT RANCH ARCHITECTURAL REVIEW BOARD

AUS536462568v2 - 162171.010100

FILED AND RECORDED OFFICIAL PUBLIC RECORDS (7 9 *?

Mary Lynn Rusche, County Clerk Gillespie County, Texas March 17, 2016

09:33:10 AM

FEE: $28.00 CCHEESEMAN NOT

20161402

5 PGS

11

20161929

NOT

EB GreenbergTraurig

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

NOTICE OF SPONSOR DELEGATION OF AUTHORITY TO AMEND AND SUPPLEMENT THE ARCHITECTURAL DESIGN GUIDELINES

Gillespie County, Texas

Sponsor: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded as Document No. 20160757, Official Public Records of Gillespie County, Texas.

AUS536504641v1 -162171.010100

BOOT RANC: NOTICE OF SPONSOR DELEGATION OF AUTHORITY TO AMEND AND SUPPLEMENT THE ARCHITECTURAL DESIGN GUIDELINES This Notice of Sponsor Delegation of Authority to Amend and Supplement the Architectural Design Guidelines (the "Notice") is made and executed by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"), and is as follows: 1.

Authority to Amend Architectural Design Guidelines. Pursuant to Section 7.03(b) of that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded as Document No. 20160757, Official Public Records of Gillespie County, Texas (the "Master Declaration"), Declarant has the sole right and authority to amend the Architectural Design Guidelines, unless such authority is delegated in writing to the Architectural Review Board.

2.

Delegation. Pursuant to Section 7.03(b) of the Master Declaration, Sponsor hereby delegates to the Architectural Review Board the right to amend and supplement the Architectural Design Guidelines, from time to time, as set forth in the Master Declaration.

3.

Termination. Notwithstanding anything contained herein to the contrary, the delegation and authority granted to the Architectural Review Board in this Notice shall automatically terminate, with no further action required to be taken by Sponsor or the Architectural Review Board, upon the revocation of such delegation and authority in a instrument executed and acknowledged by Sponsor and recorded in the Official Public Records of Gillespie County, Texas.

Capitalized Terms. Unless otherwise provided herein, all capitalized terms but not 4. defined in this instrument shall have the meaning subscribed to such terms in the Master Declaration.

5.

Execution. To facilitate execution, this instrument may be executed in any number of counterparts as may be convenient or necessary, and it shall not be necessary that the signatures of all parties be contained in any one counterpart hereof. Additionally, the parties hereto hereby covenant and agree that, for purposes of facilitating the execution and recordation of this instrument, the signature and acknowledgment pages taken from separate individually executed counterparts of this instrument may be combined and/or collated to form multiple fully executed counterparts. All executed counterparts of this instrument shall be deemed to be originals, but all such counterparts, when taken together, shall constitute one and the same instrument.

EXECUTED TO BE EFFECTIVE as of the 21St day of October, 2015.

[SIGNATURE PAGES TO FOLLOW]

2 NOTICE OF SPONSOR DELEGATION OF AUTHORITY TO AMEND AND SUPPLEMENT THE ARCHITECTURAL DESIGN GUIDELINES

AUS536504641v1 - 162171.010100

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By: Printed Name: D!Craig Martin Title: Authorized Signatory THE STATE OF TEXAS

§

COUNTY OF DENTON §

W -0 6 day of April, 2016, by D. Craig This instrument was acknowledged before me on this 1 I Martin, Authorized Signatory of BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company, on behalf of said limited liability company.

(seal)

''''''' ,:''''''s PITNEY GASKEY le...!0, :::3:A. ..6s Notary Public. State of Texas ii-. • i Ar" • .:• ...;?.• Comm. Expires 07-29-2019 -;;f:" 4 ,,,,g4•'•too` Notary ID 130313212

Notary Public, State of Texas

3 NOTICE OF SPONSOR DELEGATION OF AUTHORITY TO AMEND AND SUPPLEMENT THE ARCHITECTURAL DESIGN GUIDELINES AUS536504641v1 - 162/7/ 010100

ACKNOWLEDGED, AGREED TO, RATIFIED AND CONFIRMED BY:

THE BOOT RANCH ARCHITECTURAL REVIEW BOARD

By: Printed ame: D. Cr ig Martin Title: Chairperson

THE STATE OF TEXAS COUNTY OF DENTON Os This instrument was acknowledged before me on this ILII day of April, 2016, by D. Craig Martin, Chairperson of the Boot Ranch Architectural Review Board, on behalf of such entity.

(seal)

I .•••';::‘1'fi:;;.: .. • .,. ...

BRITNEY GASKEY :.-4:4 ....6 s. Notary Public, State of Texas s,;;;..^,.;;;; Comm. Expires 07.29-2019 ',4,,,'!4i,,,,,, Notary ID 130313212

s......smewegos

Notary Public, State of

xas

aearlikrwarmitaaisturad

4 NOTICE OF SPONSOR DELEGATION OF AUTHORITY TO AMEND AND SUPPLEMENT THE ARCHITECTURAL DESIGN GUIDELINES AUS536504641v1 -162171.010100

FILED AND RECORDED OFFICIAL PUBLIC RECORDS (7 9,// ,41

f

Mary Lynn Rusche, County Clerk Gillespie County, Texas April 18, 2016

01:02:50 PM

FEE: $32.00 CCHEESEMAN NOT

20161929

11111111 11111111111 I 3 Pgs NOT

20186049

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. DLA PIPER LLP (US) 401 Congress Ave., Ste 2500 Austin, Texas 78701 carey.venditti@dlapiper.com

OT'ANCH NOTICE OF SPONSOR APPOINTMENT OF THE MEMBERS OF THE BOOT RANCH ARCHITECTURAL REVIEW BOARD

Lille rpie County, Texas

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to Second Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20160757 of the Official Public Records of Gillespie County, Texas, as amended.

WEST \ 283773787.2

BOUTRAW NOTICE OF SPONSOR APPOINTMENT OF THE MEMBERS OF THE BOOT RANCH ARCHITECTURAL REVIEW BOARD This Notice of Sponsor Appointment of the Members of the Boot Ranch Architectural Review Board (the "Notice") is made and executed by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"), and is as follows: Architectural Review Board. Pursuant to that certain Second Amended and Restated 1.

Declaration of Governance for Boot Ranch, recorded under Document No. 20160757 of the Official Public Records of Gillespie County, Texas, as amended (the "Declaration"), Sponsor currently has the exclusive authority to appoint the members of the Architectural Review Board (the "ARB") since less than one hundred percent (100%) of the Units for residential dwellings have been issued certificates of compliance by the ARB, and if applicable, certificates of occupancy by the appropriate jurisdiction.

2.

Appointment. Sponsor hereby appoints the following persons to the ARB. Each individual shall be considered an authorized representative of the ARB and may sign on behalf of the ARB: Mark Enderle Craig Martin Cade Emerson Sponsor hereby revokes all prior appointments to the ARB. Ratification of Past Acts. Sponsor hereby ratifies, confirms, and approves all past 3. decisions, conduct and actions of the ARB, up to and including the date this instrument is recorded in the Official Public Records of Gillespie County, Texas, and whether or not reflected in the records of the ARB. Capitalized Terms. Unless otherwise provided herein, all capitalized terms used but not 4. defined in this instrument shall have the meanings subscribed to such terms in the Declaration.

[Sig-nature Page Follows]

2 NOTICE OF SPONSOR APPOINTMENT OF BOOT RANCH ARCHITECTURAL REVIEW BOARD WEST \ 283773787.2

EXECUTED TO BE EFFECTIVE as of the date this instrument is Recorded.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By: Printed Name: Mark Enderle Tide: Authorized Signatory THE STATE OF lenirisre

§

COUNTY OF

§

This instrument was acknowledged before me on this day of , 2018,

by Mark Enderle, Authorized Signatory of BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company, on behalf of said limited liability company.

t on, : o gl G. 007, -•••

(seal)

Notary Public, State of "--f i" - "7, . 7

• STATE OF TENNESSEE NOTARY PUBLIC ,0 .a 44/Q64 0\3

FILED AND RECORDED OFFICIAL PUBLIC RECORDS

Mary Lynn Rusche, County Clerk Gillespie County Texas November 20, 2018 03:07:01 PM FEE: $24.00

LMOOSE

20186049

NOT

NOTICE 01; SPONSOR APPOINTMENT 01, BOOT RANGE! ARCIIITECTURAI, REVIEW BOARD

4 P(S ASSIGN

2016'0760 GreenbergTraurig

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

BOOTRANCH ADOPTION OF WORKING CAPITAL ASSESSMENT A Master Planned Community Gillespie County, Texas

Declarant: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to Second Amended And Restated Declaration of Governance for Boot Ranch, recorded in the Official Public Records of Gillespie County, Texas.

BOOT RANCH

ADOPTION OF WORKING CAPITAL ASSESSMENT AUS536463608v1 -162171.010100

BOOTRANCH ADOPTION OF WORKING CAPITAL ASSESSMENT The following Adoption of Working Capital Assessment is made pursuant to Section 6.08 of that certain Second Amended And Restated Declaration of Governance for Boot Ranch, recorded in the Official Public Records of Gillespie County, Texas (the "Master Declaration") by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"), and is as follows: 1.

Working Capital Assessment. In accordance with Section 6.08 of the Master Declaration, Sponsor adopts a working capital assessment (the "Working Capital Assessment") in an amount equal to the greater of Twenty-five Hundred Dollars and No/100 ($2,500.00) or an amount equal to ninety-five percent (95%) of the annual Regular Assessment then attributable to a Lot or Condominium Unit or Sunday House Interest. The Working Capital Assessment applies to all Lots and Condominium Units and Sunday House Interests subject to the Master Declaration unless otherwise exempt pursuant to Section 6.08 of the Master Declaration.

2.

Subject to Change. The amount of the Working Capital Assessment designated hereunder is subject to change from time to time by Sponsor, until expiration or termination of the Development Period, and the Board thereafter.

3.

Capitalized Terms. Capitalized terms used by not defined herein shall have the meanings ascribed to such terms in the Master Declaration.

[SIGNATURE PAGE FOT ,T OWS]

2 BOOT RANCH ADOPTION OF WORKING CAPITAL ASSESSMENT ALIS5364836084 - 162171.010100

EXECUTED TO BE EFFECTIVE on the a

day of February, 2016.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By:

THE STATE OF TEXAS COUNTY OF

NC V\ ka"

r

This instrument was acknowledged before me on cys day of February, 2016, by kW -VW hAZ? 5i"90,940A-J of BOOT RANCH HOLDINGS, LC, a Delaware limited liability company, on behalf of such company.

(y

MAXIS

Notary Public, State o Texas

3

AUS536,1836081,1 -162171.010100

BOOT RANCH ADOPTION OF WORKING CAPITAL ASSESSMENT

FILED AND RECORDED OFFICIAL PUBLIC RECORDS (44/7 Leuet Mary tynr Rusche, County C16:rk GAllespie County, Texas FO,ruary 1E, 2016

02:07:28 PM

FEE: $28,00 FELICIA ASSIGN

2e116076t

1 III

II

4 PGS

20165629

AMEND

AFTER RECORDING RETURN TO:

piGreenbergTraurig

Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

BOOTRANCH AMENDMENT AND TERMINATION OF COMMUNITY BENEFIT FEE DECLARATION Gillespie County, Texas

Sponsor: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to Second Amended and Rum ixl Declaration or Gnvematice for Boot Raacji, recorded in the Official Public Records of Gillespie County, Texas, as amended, and the Boot Ranch Community Benefit Fee Declaration, recorded in the Official Public Records of Gillespie County, Texas, as amended.

AUS536535557v1 - 162171.010100

AMENDMENT AND TERMINATION OF COMMUNITY BENEFIT FEE DECLARATION This Amendment and Termination of Community Benefit Fee Declaration (this "Amendment and Termination") is made by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company ("Sponsor"), and is as follows: RECITALS Sponsor previously entered into that certain Community Benefit Fee Declaration, recorded A. under Document No. 20160758, Official Public Records of Gillespie County, Texas (the "Community Benefit Fee Declaration").

Pursuant to Section 3.02 of the Community Benefit Fee Declaration, the Community Benefit B. Fee Declaration may be amended by the Sponsor acting alone.

C.

Sponsor desires to amend the Community Benefit Fee Declaration as set forth hereinbelow.

NOW THEREFORE, Sponsor hereby amends the Community Benefit Fee Declaration as follows: 1.

Amendment. Section 3.02 of the Community Benefit Fee Declaration is hereby deleted in its entirety and replaced with the following: "This Community Benefit Fee Declaration may be amended or terminated: (a) unilaterally by the Sponsor during the Development Period; or (b) by a Majority vote by the Board, and, for a period of thirty (30) years following the date of the initial Recording of this Community Benefit Fee Declaration, the written consent of Sponsor, or its express successors or assignees, unless Sponsor's right to consent is terminated in writing."

2.

Termination of Community Benefit Fee Declaration. For and in good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sponsor hereby terminates the Community Benefit Fee Declaration pursuant to Section 3.02 as heretofore amended above. Upon recordation of this Amendment and Termination, the Community Benefit Fee Declaration will be of no further force or effect.

3.

Defined Terms. All defined terms delineated with initial capital letters in this Amendment and Termination that are not defined herein shall have the meaning ascribed to them in the Community Benefit Fee Declaration. Other terms have the meanings commonly ascribed to them.

4.

Survival of Provisions. This Amendment and Termination shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

5.

Captions. The captions of sections in this Amendment and Termination are for convenient reference only and are not to be construed in any way as part of this Amendment and Termination or the Community Benefit Fee Declaration.

[SIGNATURE PAGE FOLLOWS]

2 AUS536535557v1 - 162171.010100

Executed to be effective on the date of the Recording of this instrument.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Br ame: D. Craig rtin Title: Authorize Signatory THE STATE OF TEXAS

5 5

COUNTY OF-igeffetd Air(

G;Iltsf e_ This instrument was acknowledged before me on this it)141 day of November, 2016, by D. Craig Martin, Authorized Signatory of BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company, on behalf of such company.

(seal)

â&#x20AC;¢

'

DIANA L SAMPLE Notary Public, State of Texas My Commission Expires August 22, 2018

tArL i a Notary Public, State of Texas

3

AUS536535557v1 - 162171.010100

FILED AND RECORDED OFFICIAL PUBLIC RECORDS

Y)/1.

Mary Lynn Rusche, County Clerk Gillespie County, Texas November 15, 2016

10:31:45 AM

FEE: $28.00 CCHEESEMAN AMEND

20165629

11111E1111111

III

10 pgs NOT

20176110

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. DLA PIPER LLP (US) 401 Congress Ave., Ste 2500 Austin, Texas 78701 carey.venditti@dlapiper.com

NOTICE OF ADDITION OF LAND TO PROPERTY 153.143 Acres A Master Planned Community County, Texas

DECLARANT: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross-reference to Second Amended and Restated Declaration of Governance for Boot Ranch recorded under Document No. 20160757, Official Public Records of Gillespie County, Texas, as amended and as the same may be amended and supplemented from time to time.

WEST\278869925.I

BO T HANG NOTICE OF ADDITION OF LAND TO PROPERTY 153.143 Acres This Notice of Addition of Land (this "Notice") to add land to the Property pursuant to that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20160757 in the Official Public Records of Gillespie County, Texas, as amended (the "Master Declaration") is made and executed by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company ("Declarant") as follows: Purpose. This Notice is filed with respect to that certain 153.143 acre tract of land 1. located in Gillespie County, Texas, attached hereto as Exhibit "A" (the "Added Land").

Authority. Section 10.03 of the Master Declaration permits Declarant to add 2. additional lands to the Property upon the filing of a notice of addition of land. Such land will be considered part of the Property for the purposes of the Master Declaration, and upon further filing of a Notice of Annexation, all of the terms, covenants, conditions, restrictions and obligations of the Master Declaration will apply to the added land.

Notice of Addition of Land. This Notice constitutes a Notice of Addition of Land 3. pursuant to Section 10.03 of the Master Declaration.

Capitalized Terms. All capitalized terms which are used herein but not otherwise 4. defined in this Notice shall have the meanings set forth in the Master Declaration. /SIGNATURE PAGE FOLLOWS]

2

Bout' RANCI I NOTICE OF ADDITION OF LAND - 153.143 ACRES WES71278869925. I

EXECUTED to be effective on the date this instrument if Recorded.

DECLARANT: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By: Craig N artin, Authorized Signatory THE STATE OF TEXAS COUNTY OF This

C-1)13\.fft

instrument was acknowledged before me on this 3011' day of 2017, by D. Craig Martin, Authorized Signatory of Boot Ranch Holdings, LI,C, a Delaware limited liability company, on behalf of said limited liability company.

NDI1,44.41167

i.

(seal)

,

seoon JACKLYN KIEFER â&#x20AC;¢.

4.0,,V61. NOTARY PUBLIC-STATE OF TEXAS ::c1 COMM. EXP. 07-22-2018 NOTARY ID 129892963 ,,,,,,,,,,

Notary Public, State of

3 B( RANCI I NOTICE OF ADDITION OF IAND - 153.143 ACRES

wEsr,278869925.1

EXHIBIT "A"

4

BOOT

RANCII NOTICE OF ADDITION OF LAND - 153.143 ACRES WES71278869925. I

PFEIFFER LAND SURVEYING 918 Adler Street, Boerne, Texas 78006 Phone: 830-249-3385

FIELD NOTES FOR A 153.143 ACRE TRACT OF LAND Being a 153.143 acre tract of land out of the H. Roos Survey No. 293, Abstract No. 601, the H. Roos Survey No. 311, Abstract No. 594, the C. Cammert Survey No. 295, Abstract No. 128, the J. Treibs Survey No. 718, Abstract No. 234 and the K. Treibs Survey No. 605, Abstract No. 1274, Gillespie County, Texas, said 153.143 acre tract also being a portion of that certain 2051.387 acre tract of land recorded in Document No. 20153660, Official Public Records, Gillespie County, Texas and all of Lot 108R, Boot Ranch Phase 1 Subdivision recorded in Volume 5, Page 119, Plat Records, Gillespie County, Texas, said 153.143 acre tract of land being more particularly described by metes and bounds as follows: Beginning at a 60D nail found in the top of a 6" creosote fence post for the easternmost northeast corner of the herein described tract, said point also being at the interior corner of that certain 112.1 acre tract of land recorded in Volume 209, Pages 390-394, Real Property Records, Gillespie County, Texas and a northeast corner of the above referenced 2051.387 acre tract; Thence, with an east line of said 2051.387 acre tract and a west line of said 112.1 acre tract, South 05 degrees 51 minutes 52 seconds East, a distance of 425.87 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap for the easternmost southeast corner of the herein described tract; Thence, crossing through said 2051.387 acre tract, the following eleven (11) courses and distances: South 89 degrees 28 minutes 21 seconds West, a distance of 28.00 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; South 50 degrees 14 minutes 51 seconds West, a distance of 409.54 feet to a V2" iron rod set with an orange "Pfeiffer Survey" plastic cap; South 69 degrees 01 minutes 01 seconds West, a distance of 121.42 feet to a W' iron rod set with an orange "Pfeiffer Survey" plastic cap; South 77 degrees 20 minutes 36 seconds West, a distance of 54.43 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 83 degrees 04 minutes 15 seconds West, a distance of 323.37 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 71 degrees 00 minutes 26 seconds West, a distance of 28031 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 62 degrees 00 minutes 10 seconds West, a distance of 269.27 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; Page 1 of 6

5

Boar RANci NOTICE OF ADDD'ION OF LAND â&#x20AC;&#x201D; 153.143 ACRES WES71278869925.1

North 44 degrees 18 minutes 22 seconds West, a distance of 67.07 feet to a 1/2" iron rod set with an orange "Pfeiffer Survey" plastic cap for an interior corner or the herein described tract; South 09 degrees 59 minutes 58 seconds West, a distance of 8.58 feet to a /2" iron rod set with an orange "Pfeiffer Survey" plastic cap for an interior corner or the herein described tract; along a curve in a clockwise direction having a delta angle of 28 degrees 25 minutes 03 seconds, an arc distance of 213.27 feet, a radius of 430.00 feet and a chord that bears South 24 degrees 12 minutes 18 seconds West, a distance of 211.09 feet to a 1/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; and South 38 degrees 24 minutes 50 seconds West, a distance of 120.91 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap in a northeast line of the above referenced Lot 108R for an interior corner of the herein described tract; Thence, with multiple northeasterly lines of said Lot 1088, the following two (2) courses and distances: South 53 degrees 32 minutes 17 seconds East, a distance of 140.39 feet to a Y:" iron rod found with an orange "Pfeiffer Survey" plastic cap; and South 09 degrees 05 minutes 33 seconds East, a distance of 445.19 feet to a Y2" iron rod found with an orange "Pfeiffer Survey" plastic cap in the northwesterly right-of-way line of Boot Ranch Circle for the southernmost southeast corner of the herein described tract, said point also being at the southeast corner of said Lot 108R; Thence, with the multiple southeasterly lines of said Lot 108R and the northwesterly right-of-way line of Boot Ranch Circle, the following four (4) courses and distances: along a curve in a counterclockwise direction having a delta angle of 06 degrees 25 minutes 54 seconds, an arc distance of 115.62 feet, a radius of 1030.00 feet and a chord that bears South 74 degrees 13 minutes 38 seconds West, a distance of 115.56 feet to a '/2" iron rod found with an "RPLS 4542" plastic cap; along a curve in a counterclockwise direction having a delta angle of 12 degrees 26 minutes 46 seconds, an arc distance of 223.74 feet, a radius of 1030.00 feet and a chord that bears South 64 degrees 50 minutes 08 seconds West, a distance of 223.30 feet to a 'A" iron rod found; along a curve in a counterclockwise direction having a delta angle of 01 degrees 40 minutes 22 seconds, an arc distance of 39.41 feet, a radius of 1350.00 feet and a chord that bears South 57 degrees 32 minutes 25 seconds West, a distance of 39.41 feet to a I/2" iron rod found with an "RPLS 4542" plastic cap; and along a curve in a counterclockwise direction having a delta angle of 05 degrees 38 minutes 45 seconds, an arc distance of 133.03 feet, a radius of 1350.00 feet and a chord that bears South 54 degrees 07 minutes 19 seconds West, a distance of 132.97 feet to a 'A" iron rod found with an orange

Page 2 of 6

6 BOOT RANCI I

NOTICE OF ADDITION OF LAND â&#x20AC;&#x201D; 153.143 ACRES WES71278869925.I

"Pfeiffer Survey" plastic cap for the southernmost southwest corner of the herein described tract, said point also being at the southwest corner of said Lot 108R; Thence, departing the northwesterly right-of-way line of Boot Ranch Circle with multiple westerly lines of said Lot 108R, the following six (6) courses and distances: along a curve in a clockwise direction having a delta angle of 84 degrees 04 minutes 10 seconds, an arc distance of 36.68 feet, a radius of 25.00 feet and a chord that bears North 83 degrees 02 minutes 20 seconds West, a distance of 33.48 feet to a 12 / " iron rod found with an orange "Pfeiffer Survey" plastic cap; North 40 degrees 57 minutes 10 seconds West, a distance of 12.52 feet to a 12 / " iron rod found with an orange "Pfeiffer Survey" plastic cap; along a curve in a clockwise direction having a delta angle of 53 degrees 03 minutes 42 seconds, an arc distance of 92.15 feet, a radius of 99.50 feet and a chord that bears North 14 degrees 25 minutes 19 seconds West, a distance of 88.89 feet to a '/" iron rod found with an orange "Pfeiffer Survey" plastic cap; North 12 degrees 06 minutes 32 seconds East, a distance of 233.56 feet to a 12 / " iron rod found with an orange "Pfeiffer Survey" plastic cap; along a curve in a clockwise direction having a delta angle of 26 degrees 15 minutes 46 seconds, an arc distance of 169.60 feet, a radius of 370.00 feet and a chord that bears North 25 degrees 14 minutes 25 seconds East, a distance of 168.12 feet to a 12 / " iron rod found with an orange "Pfeiffer Survey" plastic cap; and North 38 degrees 22 minutes 18 seconds East, a distance of 1.27 feet to a 12 / " iron rod set with an orange "Pfeiffer Survey" plastic cap; Thence, crossing through said 2051.387 acre tract, the following twenty-eight (28) courses and distances: along a curve in a clockwise direction having a delta angle of 17 degrees 08 minutes 23 seconds, an arc distance of 113.67 feet, a radius of 380.00 feet and a chord that bears North 14 degrees 34 minutes 40 seconds East, a distance of 113.25 feet to a /2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 51 degrees 35 minutes 10 seconds West, a distance of 47.20 feet to a I/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 89 degrees 45 minutes 37 seconds West, a distance of 298.28 feet to a 1/ 2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 43 degrees 04 minutes 11 seconds West, a distance of 333.37 feet to a'/:" iron rod set with an orange "Pfeiffer Survey" plastic cap; Page 3 of 6

7

BOOT BANcr NOTICE OF ADDITION OF LAND â&#x20AC;&#x201D; 133.143 ACRES WES71278869925.I

South 67 degrees 54 minutes 05 seconds West, a distance of 279.43 feet to a I/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 33 degrees 58 minutes 37 seconds West, a distance of 242.89 feet to a 1/ 2- iron rod set with an orange "Pfeiffer Survey" plastic cap; North 32 degrees 01 minutes 41 seconds West, a distance of 248.07 feet to a '/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 84 degrees 10 minutes 29 seconds West, a distance of 258.42 feet to a 1/ 2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 84 degrees 10 minutes 29 seconds West, a distance of 143.12 feet to a 14 / " iron rod set with an orange "Pfeiffer Survey" plastic cap; North 50 degrees 00 minutes 47 seconds West, a distance of 230.67 feet to a 1/ 2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 27 degrees 43 minutes 19 seconds East, a distance of 151.21 feet to a /" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 24 degrees 59 minutes 46 seconds West, a distance of 136.20 feet to a 1/ 2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 15 degrees 10 minutes 31 seconds West, a distance of 151.71 feet to a V2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 08 degrees 22 minutes 25 seconds East, a distance of 132.34 feet to a 1/ 2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 16 degrees 37 minutes 37 seconds West, a distance of 116.86 feet to a 1/ 2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 39 degrees 18 minutes 09 seconds West, a distance of 141.94 feet to a Y2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 03 degrees 59 minutes 19 seconds West, a distance of 30.94 feet to a '/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 28 degrees 34 minutes 18 seconds East, a distance of 248.76 feet to a 1/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 31 degrees 17 minutes 47 seconds East, a distance of 60.00 feet to a'/" iron rod set with an orange "Pfeiffer Survey" plastic cap;

Page 4 of 6

8 130( ItANCI NOTICE OF ADDITION OF LAND â&#x20AC;&#x201D; 153.143 ACRES WES71278869925.

North 58 degrees 34 minutes 53 seconds West, a distance of 289.51 feet to a''/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; along a curve in a clockwise direction having a delta angle of 36 degrees 11 minutes 16 seconds, an arc distance of 265.27 feet, a radius of 420.00 feet and a chord that bears North 36 degrees 21 minutes 04 seconds West, a distance of 260.88 feet to a' " iron rod set with an orange "Pfeiffer Survey" plastic cap; North 18 degrees 15 minutes 27 seconds West, a distance of 79.57 feet to a W' iron rod set with an orange "Pfeiffer Survey" plastic cap; along a curve in a counterclockwise direction having a delta angle of 62 degrees 55 minutes 40 seconds, an arc distance of 472.27 feet, a radius of 430.00 feet and a chord that bears North 49 degrees 43 minutes 16 seconds West, a distance of 448.89 feet to a '/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 81 degrees 20 minutes 58 seconds West, a distance of 389.98 feet to a VP iron rod set with an orange "Pfeiffer Survey" plastic cap; along a curve in a clockwise direction having a delta angle of 90 degrees 00 minutes 00 seconds, an arc distance of 31.42 feet, a radius of 20.00 feet and a chord that bears North 36 degrees 20 minutes 59 seconds West, a distance of 28.28 feet to a V2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 08 degrees 39 minutes 01 seconds East, a distance of 90.02 feet to a 1/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; along a curve in a counterclockwise direction having a delta angle of 07 degrees 24 minutes 02 seconds, an arc distance of 106.56 feet, a radius of 825.00 feet and a chord that bears North 04 degrees 57 minutes 00 seconds East, a distance of 106.49 feet to a V2" iron rod set with an orange "Pfeiffer Survey" plastic cap for the northwest corner of the herein described tract; and North 62 degrees 36 minutes 51 seconds East, a distance of 1252.67 feet to a 'A" iron rod found in an east line of said 2051.387 acre tract for the northernmost corner of the herein described tract; Thence, with an east and a north line of said 2051.387 acre tract, the following two (2) courses and distances: South 00 degrees 50 minutes 59 seconds East, a distance of 818.34 feet to a 'A" iron rod found for an interior corner of the herein described tract; and North 89 degrees 19 minutes 23 seconds East, a distance of 2059.41 feet to a''/2" iron rod found for the northernmost northeast corner of the herein described tract, said point also being at the northwest corner of the aforementioned 112.1 acre tract; Thence, with multiple easterly and northerly lines of said 2051.387 acre tract and multiple westerly and southerly lines of said 112.1 acre tract, the following three (3) courses and distances: Page 5 of 6

9 BOOT RANCII NoTicE OP ADDrrioN OF LAND â&#x20AC;&#x201D; 153.143 ACRES WES71278869925. I

South 00 degrees 17 minutes 14 seconds East, a distance of 1570.19 feet to a 4" pipe fence post found for an interior corner of the herein described tract and at the westernmost southwest corner of said 112.1 acre tact; South 71 degrees 55 minutes 59 seconds East, a distance of 867.11 feet to a 4" pipe fence post found; and North 75 degrees 54 minutes 22 seconds East, a distance of 479.82 feet to the Point of Beginning containing 153.143 acres of land.

Note: The bearings are based on the Texas State Plane Coordinate System, Central Zone, 4203, NAD83. A survey drawing of the above described tract was prepared.

Wes Rexrode Registered Professional Land Surveyor No.6001 Job Number: 94-15 (153.143 Acre Tract)

FILED AND RECORDED OFFICIAL PUBLIC RECORDS

Mary Lynn Rusche, County Clerk Page 6 of 6

Gillespie County Texas December 11, 2017 10:21:50 AM FEE: $52:00 CCHEESEMAN NOT

20176110

10 BOOT RANCH NOTICE OP ADDITION OP LAND â&#x20AC;&#x201D; 153.143 ACRES WES71278869925.1

lzPTgs !II1111111111

20176167

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. DLA PIPER LLP (US) 401 Congress Ave., Ste. 2500 Austin, Texas 78701 carey.venditti@dlapiper.com

T HANC NOTICE OF ANNEXATION 153.143 Acres A Master Planned Community Dille rie County, Texas

DECLARANT: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross-reference to Second Amended and Restated Declaration of Governance for Boot Ranch recorded under Document No. 20160757, Official Public Records of Gillespie County, Texas, as amended and as the same may be amended and supplemented from time to time; and that certain Boot Ranch Development Area Declaration [Single-Family Residential], recorded as Document No. 20160759 in the Official Public Records of Gillespie County, Texas, as may be amended from time to time.

BOOT RANI I NOTICE OF ANNEXATION â&#x20AC;&#x201D; 153143 ACRES WEST\278135.12931

ANCK

BO

NOTICE OF ANNEXATION 153.143 Acres This Notice of Annexation for 153.143 Acres is made and executed by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company ("Declarant") and is as follows: Applicability of Master Covenant. This Notice of Annexation is Recorded with 1. respect to those certain 153.143 acres as more particularly described in Exhibit "A" attached hereto (the "Development Area"). Pursuant to that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded as Document No. 20160757 in the Official Public Records of Gillespie County, Texas (the "Master Declaration"), Declarant served notice that portions of the property described on Exhibit "A" to the Master Declaration, upon the Recording of appropriate notice of annexations from time to time, may be made a part of the Development and thereby fully subjected to the terms, covenants, conditions, restrictions, reservations, easements, servitudes, liens and charges of the Master Declaration.

Applicability of Development Area Declaration. Pursuant to that certain Master 2.

Declaration and the Boot Ranch Development Area Declaration /SiVe-Family Residential recorded as Document No. 20160759 in the Official Public Records of Gillespie County, Texas (the "Development Area Declaration"), Declarant served notice that portions of the property described on Exhibit "A" to the Master Declaration, upon the filing of appropriate notices of annexation from time to time, may be subjected to the terms, covenants, conditions, restrictions, reservations, easements, servitudes, liens and charges of a Development Area Declaration. Pursuant to this Notice of Annexation, the Development Area is subject to the terms and provisions of the Development Area Declaration.

Development Area. The Development Area described and identified in Paragraph 1 3. hereinabove will constitute one of the Development Areas which is permitted, contemplated, and defined under the Master Declaration.

Property Incorporated Into Development. The provisions of the Master Declaration 4. and the Development Area Declaration shall apply to the Development Area. The Development Area is hereby included within and made a part of the Development, and is hereby subjected to the terms, covenants, conditions, restrictions, reservations, easements, servitudes, liens and charges of the Master Declaration and the Development Area Declaration.

Miscellaneous. This notice constitutes a Notice of Annexation under Section 10.05 of 5. the Master Declaration. Any capitalized terms used and not otherwise defined in this notice shall have the meanings set forth in the Master Declaration.

[SIGNATURE PAGE FOLL ITY:S]

2

Bout RANCI

I NOTICE OF ANNEXATION -153143 ACRES WEST \ 278852.293.1

EXECUTED to be effective on the date this instrument if Recorded.

DECLARANT: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By: . Craig Ma

, Authorized Signatory

THE STATE OF TEXAS COUNTY OF

(-De Nr\--bNi

, 3U' day of NNLejAA,10e_vThis instrument was acknowledged before me on this 2017, by D. Craig Martin, Authorized Signatory of Boot Ranch Holdings, LI,C, a Delaware limited liability company, on behalf of said limited liability company.

Notary Public, State

(sea

xas

BOOT RANO I NOTICE OF ANNEXATION - 153.143 ACRES \ 278852293.1

EXHIBIT "A"

2 BOOT RANCH NOTICE OF ANNEXATION - 153.143 ACRES WEST \278852293.1

PFEIFFER LAND SURVEYING 918 Adler Street, Boerne, Texas 78006 Phone: 830-249-3385

FIELD NOTES FOR A 153.143 ACRE TRACT OF LAND Being a 153.143 acre tract of land out of the H. Roos Survey No. 293, Abstract No. 601, the H. Roos Survey No. 311, Abstract No. 594, the C. Cammert Survey No. 295, Abstract No. 128, the J. Treibs Survey No. 718, Abstract No. 234 and the K. Treibs Survey No. 605, Abstract No. 1274, Gillespie County, Texas, said 153.143 acre tract also being a portion of that certain 2051.387 acre tract of land recorded in Document No. 20153660, Official Public Records, Gillespie County, Texas and all of Lot 108R, Boot Ranch Phase 1 Subdivision recorded in Volume 5, Page 119, Plat Records, Gillespie County, Texas, said 153.143 acre tract of land being more particularly described by metes and bounds as follows: Beginning at a 60D nail found in the top of a 6" creosote fence post for the easternmost northeast corner of the herein described tract, said point also being at the interior corner of that certain 112.1 acre tract of land recorded in Volume 209, Pages 390-394, Real Property Records, Gillespie County, Texas and a northeast corner of the above referenced 2051.387 acre tract; Thence, with an east line of said 2051.387 acre tract and a west line of said 112.1 acre tract, South 05 degrees 51 minutes 52 seconds East, a distance of 425.87 feet to a t4" iron rod set with an orange "Pfeiffer Survey" plastic cap for the easternmost southeast corner of the herein described tract; Thence, crossing through said 2051.387 acre tract, the following eleven (11) courses and distances: South 89 degrees 28 minutes 21 seconds West, a distance of 28.00 feet to a 12 / " iron rod set with an orange "Pfeiffer Survey" plastic cap; South 50 degrees 14 minutes 51 seconds West, a distance of 409.54 feet to a 14" iron rod set with an orange "Pfeiffer Survey" plastic cap; South 69 degrees 01 minutes 01 seconds West, a distance of 121.42 feet to a 1/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; South 77 degrees 20 minutes 36 seconds West, a distance of 54.43 feet to a 14" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 83 degrees 04 minutes 15 seconds West, a distance of 323.37 feet to a 14" iron rod set with an orange "Pfeiffer Survey" plastic cap; / " iron rod set with an North 71 degrees 00 minutes 26 seconds West, a distance of 280.31 feet to a 12 orange "Pfeiffer Survey" plastic cap; / " iron rod set with an North 62 degrees 00 minutes 10 seconds West, a distance of 269.27 feet to a 12 orange "Pfeiffer Survey" plastic cap; Page 1 of 6

3

Boor RANci 1 myricE

\ 278852293.1

ANNEXATION -

153.143 ACRES

North 44 degrees 18 minutes 22 seconds West, a distance of 67.07 feet to a Ya" iron rod set with an orange "Pfeiffer Survey" plastic cap for an interior corner or the herein described tract; South 09 degrees 59 minutes 58 seconds West, a distance of 8.58 feet to a 1/ 2" iron rod set with an orange "Pfeiffer Survey" plastic cap for an interior corner or the herein described tract; along a curve in a clockwise direction having a delta angle of 28 degrees 25 minutes 03 seconds, an arc distance of 213.27 feet, a radius of 430.00 feet and a chord that bears South 24 degrees 12 minutes 18 seconds West, a distance of 211.09 feet to a Y2" iron rod set with an orange "Pfeiffer Survey" plastic cap; and South 38 degrees 24 minutes 50 seconds West, a distance of 120.91 feet to a''/2" iron rod set with an orange "Pfeiffer Survey" plastic cap in a northeast line of the above referenced Lot 108R for an interior corner of the herein described tract; Thence, with multiple northeasterly lines of said Lot 108R, the following two (2) courses and distances: South 53 degrees 32 minutes 17 seconds East, a distance of 140.39 feet to al/2" iron rod found with an orange "Pfeiffer Survey" plastic cap; and South 09 degrees 05 minutes 33 seconds East, a distance of 445.19 feet to a '/2" iron rod found with an orange "Pfeiffer Survey" plastic cap in the northwesterly right-of-way line of Boot Ranch Circle for the southernmost southeast corner of the herein described tract, said point also being at the southeast corner of said Lot 108R; Thence, with the multiple southeasterly lines of said Lot 108R and the northwesterly right-of-way line of Boot Ranch Circle, the following four (4) courses and distances: along a curve in a counterclockwise direction having a delta angle of 06 degrees 25 minutes 54 seconds, an arc distance of 115.62 feet, a radius of 1030.00 feet and a chord that bears South 74 degrees 13 minutes 38 seconds West, a distance of 115.56 feet to a 1/ 2" iron rod found with an "RPLS 4542" plastic cap; along a curve in a counterclockwise direction having a delta angle of 12 degrees 26 minutes 46 seconds, an arc distance of 223.74 feet, a radius of 1030.00 feet and a chord that bears South 64 degrees 50 minutes 08 seconds West, a distance of 223.30 feet to a''/:" iron rod found; along a curve in a counterclockwise direction having a delta angle of 01 degrees 40 minutes 22 seconds, an arc distance of 39.41 feet, a radius of 1350.00 feet and a chord that bears South 57 degrees 32 minutes 25 seconds West, a distance of 39.41 feet to a Y2" iron rod found with an "RPLS 4542" plastic cap; and along a curve in a counterclockwise direction having a delta angle of 05 degrees 38 minutes 45 seconds, an arc distance of 133.03 feet, a radius of 1350.00 feet and a chord that bears South 54 degrees 07 minutes 19 seconds West, a distance of 132.97 feet to a V:" iron rod found with an orange

Page 2 of 6

4 BOOT RANI(.211

NOTICES OF ANNEXATION â&#x20AC;&#x201D; 153.143 ACRES \ 278852293.1

"Pfeiffer Survey" plastic cap for the southernmost southwest corner of the herein described tract, said point also being at the southwest corner of said Lot 108R; Thence, departing the northwesterly right-of-way line of Boot Ranch Circle with multiple westerly lines of said Lot 108R, the following six (6) courses and distances: along a curve in a clockwise direction having a delta angle of 84 degrees 04 minutes 10 seconds, an arc distance of 36.68 feet, a radius of 25.00 feet and a chord that bears North 83 degrees 02 minutes 20 seconds West, a distance of 33.48 feet to a 14 / " iron rod found with an orange "Pfeiffer Survey" plastic cap; North 40 degrees 57 minutes 10 seconds West, a distance of 12.52 feet to a'/2" iron rod found with an orange "Pfeiffer Survey" plastic cap; along a curve in a clockwise direction having a delta angle of 53 degrees 03 minutes 42 seconds, an arc distance of 92.15 feet, a radius of 99.50 feet and a chord that bears North 14 degrees 25 minutes 19 seconds West, a distance of 88.89 feet to a '/2" iron rod found with an orange "Pfeiffer Survey" plastic cap; North 12 degrees 06 minutes 32 seconds East, a distance of 233.56 feet to a 14 / " iron rod found with an orange "Pfeiffer Survey" plastic cap; along a curve in a clockwise direction having a delta angle of 26 degrees 15 minutes 46 seconds, an arc distance of 169.60 feet, a radius of 370.00 feet and a chord that bears North 25 degrees 14 minutes 25 seconds East, a distance of 168.12 feet to a '/2" iron rod found with an orange "Pfeiffer Survey" plastic cap; and North 38 degrees 22 minutes 18 seconds East, a distance of 1.27 feet to a Yi" iron rod set with an orange "Pfeiffer Survey" plastic cap; Thence, crossing through said 2051.387 acre tract, the following twenty-eight (28) courses and distances: along a curve in a clockwise direction having a delta angle of 17 degrees 08 minutes 23 seconds, an arc distance of 113.67 feet, a radius of 380.00 feet and a chord that bears North 14 degrees 34 / " iron rod set with an orange "Pfeiffer Survey" minutes 40 seconds East, a distance of 113.25 feet to a 14 plastic cap; North 51 degrees 35 minutes 10 seconds West, a distance of 47.20 feet to a '/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 89 degrees 45 minutes 37 seconds West, a distance of 298.28 feet to a' " iron rod set with an orange "Pfeiffer Survey" plastic cap; North 43 degrees 04 minutes 11 seconds West, a distance of 333.37 feet to a Yz" iron rod set with an orange "Pfeiffer Survey" plastic cap; Page 3 of 6

5

Wt.:51\278852293.1

Boor RANO I NOTICE OF ANNEXATION â&#x20AC;&#x201D; 153.143 ACRES

South 67 degrees 54 minutes 05 seconds West, a distance of 279.43 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 33 degrees 58 minutes 37 seconds West, a distance of 242.89 feet to a /2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 32 degrees 01 minutes 41 seconds West, a distance of 248.07 feet to a V:" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 84 degrees 10 minutes 29 seconds West, a distance of 258.42 feet to a' " iron rod set with an orange "Pfeiffer Survey" plastic cap; North 84 degrees 10 minutes 29 seconds West, a distance of 143.12 feet to a' " iron rod set with an orange "Pfeiffer Survey" plastic cap; North 50 degrees 00 minutes 47 seconds West, a distance of 230.67 feet to a /2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 27 degrees 43 minutes 19 seconds East, a distance of 151.21 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 24 degrees 59 minutes 46 seconds West, a distance of 136.20 feet to a' " iron rod set with an orange "Pfeiffer Survey" plastic cap; North 15 degrees 10 minutes 31 seconds West, a distance of 151.71 feet to a' " iron rod set with an orange "Pfeiffer Survey" plastic cap; North 08 degrees 22 minutes 25 seconds East, a distance of 132.34 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 16 degrees 37 minutes 37 seconds West, a distance of 116.86 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 39 degrees 18 minutes 09 seconds West, a distance of 141.94 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 03 degrees 59 minutes 19 seconds West, a distance of 30.94 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 28 degrees 34 minutes 18 seconds East, a distance of 248.76 feet to a Y2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 31 degrees 17 minutes 47 seconds East, a distance of 60.00 feet to a '/2" iron rod set with an orange "Pfeiffer Survey" plastic cap;

Page 4 of 6

6 BOOT RANCI I NoTici;.. OF ANNEXATION â&#x20AC;&#x201D; 153.1,13 ACRES \ 278852293.1

North 58 degrees 34 minutes 53 seconds West, a distance of 289.51 feet to a 1/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; along a curve in a clockwise direction having a delta angle of 36 degrees 11 minutes 16 seconds, an arc distance of 265.27 feet, a radius of 420.00 feet and a chord that bears North 36 degrees 21 minutes 04 seconds West, a distance of 260.88 feet to a 1/2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 18 degrees 15 minutes 27 seconds West, a distance of 79.57 feet to a 'A" iron rod set with an orange "Pfeiffer Survey" plastic cap; along a curve in a counterclockwise direction having a delta angle of 62 degrees 55 minutes 40 seconds, an arc distance of 472.27 feet, a radius of 430.00 feet and a chord that bears North 49 degrees 43 minutes 16 seconds West, a distance of 448.89 feet to a 1/3" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 81 degrees 20 minutes 58 seconds West, a distance of 389.98 feet to a' " iron rod set with an orange "Pfeiffer Survey" plastic cap; along a curve in a clockwise direction having a delta angle of 90 degrees 00 minutes 00 seconds, an arc distance of 31.42 feet, a radius of 20.00 feet and a chord that bears North 36 degrees 20 minutes 59 seconds West, a distance of 28.28 feet to a V2" iron rod set with an orange "Pfeiffer Survey" plastic cap; North 08 degrees 39 minutes 01 seconds East, a distance of 90.02 feet to a V:" iron rod set with an orange "Pfeiffer Survey" plastic cap; along a curve in a counterclockwise direction having a delta angle of 07 degrees 24 minutes 02 seconds, an arc distance of 106.56 feet, a radius of 825.00 feet and a chord that bears North 04 degrees 57 minutes 00 seconds East, a distance of 106.49 feet to a Y3" iron rod set with an orange "Pfeiffer Survey" plastic cap for the northwest corner of the herein described tract; and North 62 degrees 36 minutes 51 seconds East, a distance of 1252.67 feet to a V2" iron rod found in an east line of said 2051.387 acre tract for the northernmost corner of the herein described tract; Thence, with an east and a north line of said 2051.387 acre tract, the following two (2) courses and distances: South 00 degrees 50 minutes 59 seconds East, a distance of 818.34 feet to a VP iron rod found for an interior corner of the herein described tract; and North 89 degrees 19 minutes 23 seconds East, a distance of 2059.41 feet to a Y2" iron rod found for the northernmost northeast corner of the herein described tract, said point also being at the northwest corner of the aforementioned 112.1 acre tract; Thence, with multiple easterly and northerly lines of said 2051.387 acre tract and multiple westerly and southerly lines of said 112.1 acre tract, the following three (3) courses and distances: Page 5 of 6

7 BOOT RANCI

NOTICE OF ANNEXATION â&#x20AC;&#x201D;153.143 ACRES 278852293.1

South 00 degrees 17 minutes 14 seconds East, a distance of 1570.19 feet to a 4" pipe fence post found for an interior corner of the herein described tract and at the westernmost southwest corner of said 112.1 acre tact; South 71 degrees 55 minutes 59 seconds East, a distance of 867.11 feet to a 4" pipe fence post found; and North 75 degrees 54 minutes 22 seconds East, a distance of 479.82 feet to the Point of Beginning containing 153.143 acres of land.

Note: The bearings are based on the Texas State Plane Coordinate System, Central Zone, 4203, NAD83. A survey drawing of the above described tract was prepared.

Wes Rexrode Registered Professional Land Surveyor No.6001 Job Number: 94-15 (153.143 Acre Tract)

FILED AND RECORDED OFFICIAL PUBLIC RECORDS

Page 6 of 6

Mary Lynn Rusche, County Clerk Gillespie County Texas December 13, 2017 12:09:38 PM FEE: $52.00 CCHEESEMAN NOT

20176167

8 BOOT RANCH. NOTICE OF ANNEX-1'110N â&#x20AC;&#x201D; 153.143 ACRES WEST \ 278852293.1

51 PGS AFF

AFTER RECORDING RETURN TO:

20165722

INGreenbergTraurig

Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6th Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com Email: cookje@gtlaw.com

BOOTRANCH POLICY MANUAL The undersigned hereby certifies that he is the duly elected, qualified and acting President of Boot Ranch Property Owner's Association, Inc., a Texas nonprofit corporation (the "Association"), and that this Policy Manual was adopted at a duly called meeting of the Board.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 1011 day of November, 2016.

...nig Martin, THE STATE OF TEXAS COUNTY OF et

ent

5

i ttt day of November, 2016, by Craig v This instrument was acknowledged before me on this the I ti Martin, President of Boot Ranch Property Owner's Association, a Texas non-profit corporation, on behalf of said non-profit corporation. a

a

-•.._AL

‘,1

DIANA L SAMPLE (SEAL) Notary Public, State of-Texas Notary Public Signature 4j My Commission Expires a4tY August 22, 2018 .....

Cross-re arl'ar f5 5etersar3 fiEntletiwaliVntren ted Declaration of Governance for Boot Ranch recorded under Document No. 20160757, Official Public Records of Gillespie County, Texas, as amended (the "Master Declaration"), as the same may be amended from time to time. In the event of a conflict between the terms and provisions of the Master Declaration or any policies adopted by the Board prior to the effective date of this instrument, the terms and provisions of this instrument shall control.

BOOT RANCH POLICY MANUAL AUS 536537696v1

BOOTRANCH POLICY MANUAL I.

INTRODUCTION

More than a spot on the map or your destination at the end of the day, a community is a sense of place and belonging â&#x20AC;&#x201D; it is your home. A community consists of people who share the same goals and interests as you and your family to make your home an extra-ordinary place to live, recreate and thrive. Boot Ranch is your Community.

BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company is the developer of Boot Ranch. The guiding principles for the Community have been set forth in the governing documents for Boot Ranch, which include the Development Documents and the Association Documents (both defined below) and collectively referred to herein as the "Documents." The Documents include such instruments as the Second Amended and Restated Declaration of Governance for Boot Ranch recorded under Document No. 20160757, Official Public Records of Gillespie County, Texas (the "Master Declaration"), any applicable Notices of Annexation, any applicable Development Area Declaration (the "DAD"), the Architectural Design Guidelines, and this Policy Manual, as each may be amended from time to time (collectively referred to as the "Development Documents"). The Development Documents contain declarations, conditions and restrictions which not only encumber your property, but also have a legal and binding effect on all Owners and Occupants in the Community, now or in the future.

Under the Development Documents, the developer is the "Sponsor" who has reserved certain rights during the Development Period to facilitate the development, construction, or marketing of the Community while the Community is being built-out. Furthermore, the Development Documents identify and set forth the obligations of Boot Ranch Property Owner's Association, Inc., the non-profit corporation created by the Sponsor to exercise the authority and assume the powers described in the Master Declaration (the "Association"). Integral to the functioning of the Community, the Association's roles include owning, operating and maintaining various Areas of Common Responsibility and Community amenities, as well as administering and enforcing all of the Documents.

Other specific Documents include such instruments as the Articles of Incorporation and Bylaws which set forth the corporate governance structure of the Association, as well as the various Rules, which include rules, regulations, policies and procedures outlining the operation of the Association and required standards for use of property, activities and conduct (the "Association Documents"). It is the Association Documents which are included within this Policy Manual, as further set forth herein.

BOOT RANCH POLICY MANUAL A US 536537696v1

II.

PURPOSE

In furtherance of its obligation under Texas law to Record all defined dedicatory instruments, the Sponsor has developed this Policy Manual as a compilation of all of the Association Documents currently in effect for the Community. The Policy Manual does not include the Development Documents, which nonetheless bind you and all other Owners and Occupants of the Community. Rather, since all of the Association Documents must now be Recorded as dedicatory instruments, this Policy Manual allows you to access all of such documents in one place rather than as separately Recorded instruments.

III.

CONTENTS AND PROCESS

The Recorded Policy Manual contains the following Association Documents, the terms and provisions of each of which are applicable to or may be enforced against the Owners and Occupants within the Community as set forth therein: 1) the Articles of Incorporation; 2) the Amended and Restated Bylaws; 3) the Fine and Enforcement Policy; 4) the Assessment Collection Policy; 5) the Records Inspection, Copying and Retention Policy; 6) the Statutory Notice of Posting and Recordation of Association Governance Documents; 7) the Email Registration Policy; and 8) the Oak Wilt Policy.

As the Association Documents are changed from time to time as determined by the Sponsor or the Board, as applicable, or new Rules or other dedicatory instruments are adopted which require Recordation in the property records, a Majority of the Board may adopt a Supplement to the Policy Manual to include the documents being changed or added to the Policy Manual and cause such Supplement to be Recorded. If, for any reason, a document is added to the Policy Manual pursuant to a Supplement which has previously been Recorded, the effective date of such document shall the original date of Recordation, unless otherwise provided in the Supplement.

Capitalized terms used but not defined in this Policy Manual shall have the meaning subscribed to such terms in the Master Declaration.

3 BOOT RANCH P01,ICY MANUAL. A US 536537696v1

SPONSOR CONSENT TO POLICY MANUAL Pursuant to Section 3.08(a) of the Declaration, the Sponsor does hereby approve the adoption of this Manual by the Board and the Recording of this instrument against the Development.

Policy SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Name: D. Craig rtin Title: Atli hori2 -LI Signatory THE STATE OF TEXAS

5

COUNTY OF 43F.N+0141et;(1f-SeCe.-

5

tt‘ day of November, 2016, by D. Craig This instrument was acknowledged before me on this 11) Martin, Authorized Signatory of BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company, on behalf of such company.

(seal)14 i0

1%::, . '1

DIANA L SAMPLE

Notary Public, State- of7exas ° My Commission Expires fig; I August 22, 2018 4 c"4;e:#' .!;'' •-•-ir-4:46-v-v-v-w-g-v-ir-v-w-.-.. 1.-v-ip-•

Notary Public, State of Texas

4 BOOT RANCH POLICY MANUAL A US 536537696v1

BOOTRANCH POLICY MANUAL TABLE OF CONTENTS

1.

ARTICLES OF INCORPORATION

ATTACHMENT 1

2.

AMENDED AND RESTATED BYLAWS

ATTACHMENT 2

3.

FINE AND ENFORCEMENT POLICY

ATTACHMENT 3

4.

ASSESSMENT COLLECTION POLICY

ATTACHMENT 4

5.

RECORDS INSPECTION, COPYING AND RETENTION POLICY

ATTACHMENT 5

6.

STATUTORY NOTICE OF POSTING AND RECORDATION OF ASSOCIATION GOVERNANCE DOCUMENTS

ATTACHMENT 6

7.

EMAIL REGISTRATION POLICY

ATTACHMENT 7

8.

OAK WILT POLICY

ATTACHMENT 8

5 BOOT RANCH POLICY MANUAL AUS 536537696v1

ATTACHMENT 1 ARTICLES OF INCORPORATION

1 BOOT RANCI I ARTICLES OF INCORPORATION AUS 536537696v1

Roger Williams

uorpontions Section P.0.11ox 13697 Austin, Texas 78711-3697

Secretary

Slate

614

664

Office of the Secretary of State

CERTIFICATE OF INCORPORATION OF Boot Ranch Property Owners' Association, Inc. Filing Number: 80053220 I The undersigned, as Secretary of State of Texas, hereby certi ties that Articles of Incorporation fur the above named corporation have been received in this office rued have been found to conform to law.

Accordingly, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation.

Issuance of this Certificate of Incorporation does nut authorize the use of a name in this stale in violation ni' the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Nume Act, or the common law.

Dated: 08/16/2005 Effective: 08/16/2005

Roger Williams Secretary or State

Phone: 0121.163-5555

A US 536537696v1

Conte vizor us on ilic intentot ar lotp://www.sos.sinte.iX.LIV. Pax: (512) 463-5709

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Inthe Office of Me

A RTI CI ,ES OF INCORPORATION

SeCietary rs Pt.tt:n tlf179x.n

AUG 1 6 200F61 4 6 6 5

BOOT RANCH PROPF.RTY OWNERS' ASSOCIATia-P4en°11s S8clic31

The undersigned natural person, of the age of eighteen (1S) years or more. acting as incorporator ofa corporation. hereby adopts the following Articles of Incorporation.

ARTict.k. ON la' The corporation famed is a nonprofit corporation. The name of the corporation is "Boot Ranch Property Owners' Association, Inc." ARTICLE TWO The street address of its initial registered office is 36 Fares Ranch Road, Fredericksburu, Texas 78(i24, and the name of its initial registered agent al such address is Robert E. Maynard.

ARTICLE THREE The number of directors constituting the initial hoard of directors are three (3) and the names and addresses 01' the persons who shall serve as directors until the first annual meeting of the Members or until their successors are elected and qualified are: Address:

Ni.4114.0: L Hal E. Sutton

212 Texas Street, Suite 117 Shreveport, LA 71101

2. (filbert Little

212 Texas Street, Suite 117 Shrevepon, LA 71101

1.

129 Mariposa Drive Fredericksburg, TX 7W:124

k abort F. Maynard

ARTIC1.E FOUR The corporation will have Members.

ARTICLE FIVE The period

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A US 536537696v1

its duration is perpetual,

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666

ARTICLE SIN I he purposes ror which the corporation is organized are to own, manage and operate the common area property and improvements thereon of the community in the Texas 11111 Country known as "Boot Ranch" and to have the rights, privileges and powers as may he conferred upon nonprofit corporations under the laws of the State of Texas, including, but not limited to, making contracts, bolding, purchasing and conveying real and personal property, and making bylaws for thee management. regulation and government of its affairs and property, the transaction of is business, and the calling and holding of meetings ails Members; provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any activities that are not in furtherance oldie primary purpose of this cmporation.

ARTICL SEVEN The mane and address of the incorporator is Kyle E. Damien, Addison Law Firm. I 490I Quorum Drive, Suite 650, Dallas, Texas, 75254.

Phis document will become effective upon tiling by the secretary of state.

The undersigned incorporator signs these articles of incorporation subject to the penalties imposed by law tier the submission of a false or fraudulent document. incorporator: Signature: Printed Name: Kyle F. Dundon

AUS 536537696v1

AUS 536537696v1

ATTACHMENT 2 AMENDED AND RESTATED BYLAWS OF BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC.

6 BOOT RANCH AMENDED AND RESTATED BYLAWS AUS 536537696v1

11111 111111111 II111111 1111111111111

17 I)65

20160761

AMEND

ligGreenbergTraurig

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6,h Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

4h BOOT ,1 ANCH" AMENDED AND RESTATED BYLAWS OF BOOT RANCH PROPERTY OWNERS' ASSOCIATION, INC.

THIS DOCUMENT AMENDS AND RESTATES IN THE ENTIRETY THOSE CERTAIN PREVIOUSLY ADOPTED BYLAWS OF BOOT RANCH PROPERTY OWNERS' ASSOCIATION. INC., RECORDED IN VOL. 614, PAGE 667 OF THE OFFICIAL PUBLIC RECORDS OF GILLESPIE COUNTY, TEXAS (DEFINED HEREIN AS THE "ORIGINAL BYLAWS").

Declarant, BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to Second Amended and Restated Declaration of Governance for Boot Ranch, recorded in the Official Public Records of Gillespie County, Texas, as amended.

BOOT ItANCI-I PROPERTY OWNER'S ASSOCIATION, INC. AMENDED AND RESTATED BYLAWS AUS536,183607v3 162171.010100

7 BOOT RANCH AMENDED AND RESTATED BYLAWS A US 536537696v1

B0011ANCH AMENDED AND RESTATED BYLAWS OF BOOT RANCH PROPERTY OWNERS' ASSOCIATION, INC. These Amended and Restated Bylaws of Boot Ranch Property Owners' Association Inc. (the "Bylaws") arc made by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Declarant") as follows: RECITALS A. The Bylaws of Boo! Ranch Property Owners' Association. Inc, were approved and adopted by a majority of the Board of Directors (the "Board") of the Association on August 22, 2005 and recorded under Volume 614, Page 667 of the Official Public Records of Bexar County, Texas (the "Original Bylaws").

B. Under Sedion 6.6 of the Original Bylaws, Declarant has the right to unilaterally amend the Original Bylaws for any purpose until the termination of the Class "13" membership. The Class B membership has not terminated.

C. Therefore, in accordance with the aforementioned terms of the Original Bylaws, Declarant now desires to and hereby so does amend and restate the Original Bylaws in their entirety, as the Bylaws are set forth hereinbelow.

D. Notwithstanding anything to the contrary in these Bylaws, a number of provisions are modified by the Declarant's reservations in that certain Second Amended and Restated Declaration of Governance Inc Boot Ranch, recorded in the Official Public Recotds of Gillespie County, Texas (the "Master Declaration"), including the number, qualification, appointment, removal, and replacement of Directors.

ARTICLE I INTRODUCITON The name of the corporation is Boot Ranch Property Owner's Association, Inc., a Texas nonprofit corporation, hereinafter referred to as the "Association." The principal office of the Association shall be located initially in Gillespie County, Texas, but meetings of Members and Directors may be held at such places within the State of Texas as may be designated by the Board of Directors as provided in these Bylaws.

The Association is organized to be a nonprofit corporation.

ARTICLE II DEFINITIONS Capitalized terms used but not defined in these Bylaws shall have the meaning subscribed to such terms in the Master Declaration.

BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. AMENDED AND RESTATED BYLAWS AUS536483607v3 - 162171.01.0100

8 BOOT RANCH AMENDED AND RI:STATED BYLAWS AUS 536537696v1

ARTICLE III MEMBERSHIP, MEETINGS, QUORUM, VOTING, PROXIES Section 3.1. Membership. Each Owner of a Lot or Condominium Unit and Sunday house Interest is a mandatory Member of the Association, as more fully set forth in the Master Declaration.

Section 3.2. Place of Meetings. Meetings of the Association shall be held where designated by the Board, either within the Development or as convenient as possible and practical.

Section 3,3. Annual Meetings. There shall be an annual meeting of the Members or Neighborhood Delegates, as applicable, of the Association for the purposes of Association-wide elections or votes and for such other Association business at such reasonable place, date and time as set by the Board.

Section 3.4. Special Meetings. Special meetings of Members or Neighborhood Delegates may be called in accordance with Section 22.155 of the Texas Business Organizations Code or any successor statute.

Section 3.5. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the Members or Neighborhood Delegates shall be delivered, either personally or by mail, to each Member or Neighborhood Delegate entitled to vote at such meeting or by publication in a newspaper of general circulation, not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, the Secretary, or the officers or persons calling the meeting. In the case of a special meeting or when otherwise required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member or Neighborhood Delegate at his address as it appears on the records of the Association, with postage prepaid. If an election or vote of the Members will occur outside of a meeting of the Members (i.e., absentee or electronic ballot), then the Association shall provide notice to each Member no later than the 20th day before the latest date on which a ballot may be submitted to be counted.

Section 3.6. Waiver of Notice. Waiver of notice of a meeting of the Members or Neighborhood Delegates shall be deemed the equivalent of proper notice. Any Member or Neighborhood Delegate may, in writing, waive notice of any meeting of the Members or Neighborhood Delegates, either before or after such meeting. Attendance at a meeting by a Member or Neighborhood Delegate shall be deemed waiver by such Member or Neighborhood Delegate of notice of the time, date, and place thereof, unless such Member or Neighborhood Delegate specifically objects to lack of proper notice at the time the meeting is called to order.

Attendance at a special meeting by a Member or Neighborhood Delegate shall be deemed a waiver of notice of all business transacted at such meeting unless an objection by a Member or Neighborhood Delegate on the basis of lack of proper notice is raised before the business is put to a vote.

Section 3.7, Ouorum. Except as provided in these Bylaws or in the Master Declaration, the presence of the Members or Neighborhood Delegates, as applicable, representing ten percent 2

â&#x17E;˘OOT RANCEI PROPERTY OWNER'S ASSOCIATION, INC. AMENDED AND RESTATED BYLAWS AUS536483607v3 â&#x20AC;˘ 162171.010100

9 BOOT RANCH AMI NI-)EID AND 1WSTATHD BYLAWS AUS 536537696v1

(10%) of the total votes in the Association shall constitute a quorum at all Association meetings.

The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the departure of enough Members to leave less than a quorum, provided that Members representing at least five percent (5%) of the total votes in the Association remain in attendance, and provided that any action taken is approved by at least a Majority of the votes present at such adjourned meeting, unless otherwise provided in the Master Declaration.

Section 3.8. Conduct of Meetings. The President or any other person appointed by the Board shall preside over all Association meetings, and the Secretary, or the Secretary's designee, shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.

Section 3.9. Voting. The voting rights of the Members and Neighborhood Delegates shall be as set forth in the Master Declaration, and such voting rights provisions are specifically incorporated by reference. Except as otherwise provided in the Master Declaration, action may be taken at any legally convened meeting of the Members or Neighborhood Delegates upon the affirmative vote of the Members or Neighborhood Delegates having a Majority of the total votes present at such meeting in person or proxy or by absentee ballot or electronic ballot, if such votes are considered present at the meeting as further set forth herein_ Cumulative voting shall not be allowed. The person holding legal title to a Lot or Condominium Unit or Sunday I louse Interest shall be entitled to cast the vote allocated to such Lot or Condominium Unit or Sunday House Interest and not the person merely holding beneficial title to the same unless such right is expressly delegated to the beneficial Owner diereof in writing. Other than representative voting by Neighborhood Delegates, any provision in the Association's governing documents that would disqualify an Owner from voting in an Association election of Board Members or on any matter concerning the rights or responsibilities of the Owner is void.

Section 3.10. Methods of Voting: In Person: Proxiesâ&#x20AC;˘ Absentee Ballots; Electronically. On any matter as to which a Member is entitled individually to cast the vote for his Lot or Condominium Unit or Sunday House Interest such vote may be cast or given: (a) in person or by proxy at a meeting of the Association; (b) by absentee ballot; (c) by electronic ballot; or (d) by such other means as may be permitted by law and as adopted by the Board. Any vote cast in an election or vote by a Member of the Association must be in writing and signed by the Member.

Electronic votes constitute written and signed ballots. In an Association election, written and signed ballots are not required for uncontested races. Notwithstanding anything to the contrary in the Documents, Neighborhood Delegates may not vote by proxy but only in person or through their designated alternates; provided, any Neighborhood Delegate who is only entitled to cast the vote(s) for his own Ws) or Condominium Unit(s) or Sunday I louse interest pursuant to Sedion 3.06 of the Master Declaration may cast such vote as provided herein until such time as the Board Erin calls for election of a Neighborhood Delegate to represent the Neighborhood where the Lot or Condominium Unit or Sunday House Interest is located. Votes shall be cast as provided in this Section: (a) Proxies, Any Member may give a revocable written proxy in the form as prescribed by the Board from time to time to any person authorizing such person to cast the Member's vote on any matter. A Member's vote by proxy is subject to any limitations of Applicable Law relating to the 3 13001' RANCH PROPERTY OWNER'S ASSOCIATION, INC.

AMENDED AND RESTATED BYLAWS AU55360183607v3 162171.010100

10 BOOT RANCE I AMINDI U.) AND RESTNI'l O.) BYLAWS AUS 536537696v1

use of general proxies and subject to any specific provision to the contrary in the Master Declaration or these Bylaws. No proxy shall be valid unless signed by the Member for, which it is given or his duly authorized attorney-in-fact, dated, and filed with the Secretary of the Association prior to the meeting for which it is to be effective. Proxies shall be valid only for the specific meeting for which given and for lawful adjournments of such meeting. In no event shall a proxy be valid more than eleven (11) months after the effective date of the proxy. Every proxy shall be revocable and shall automatically cease upon conveyance of the Lot or Condominium Unit or Sunday House Interest. (b) Absentee and P.lectronic Ballots. An absentee or electronic ballot: (i) may he counted as a Member or Neighborhood Delegate, as applicable, present and voting for the purpose of establishing a quorum only for items appearing on the ballot; (ii) may not be counted, even if properly delivered, if the Member or Neighborhood Delegate, as applicable, attends any meeting to vote in person, so that any vote cast at a meeting by a Member or Neighborhood Delegate supersedes any vote submitted by absentee or electronic ballot previously submitted for that proposal; anti (iii) may not be counted on the final vote of a proposal if the proposal was amended at the meeting to be different from the exact language on the absentee or electronic ballot. For the purposes of this Section, a nomination taken from the floor in a Board member election is not considered an amendment to the proposal for the election.

(1) illerenkts Ballots. No absentee ballot shall be valid unless it is in writing, signed by the Neighborhood Delegate or Member for which it is given or his duly authorized attorney-in-fact, dated, and filed with the Secretary of the AsSociation prior to the meeting for which it is to be effective. Absentee ballots shall be valid only for the specific meeting for which given and for lawful adjournments of such meeting. In no event shall an absentee ballot be valid after the specific meeting or lawful adjournment of such meeting at which such ballot is counted or upon conveyance of the Lot or Condominium Unit for which it was given. Any solicitation for votes by absentee ballot must include: i.

an absentee ballot that contains each proposed action and provides an opportunity to vote for or against each proposed action;

ii.

instructions for delivery of the completed absentee ballot, including the delivery location; and

iii

the following language: "By casting your vote via absentee ballot you will forgo the opportunity to consider and vote on any action from the floor on these proposals, if a meeting is held.

This means that if there are amendments to these proposals your votes will not be counted on the final vote on these measures. If you desire to retain this ability, please attend any meeting in person. You may submit an absentee ballot and later choose to attend any meeting in person, in which case any in-person vote will prevail."

(2) E.!mimic Ballots. "Electronic ballot" means a ballot (a) given by email, facsimile or posting on a website; (b) for which the identity of the Neighborhood Delegate or Member submitting the ballot can be confirmed; and (c) for which the Neighborhood Delegate or Member may receive a receipt of the electronic transmission and receipt of the 4 ISOOE RANCH

PROPIIIVEY OWNER'S ASSOCIATION, INC. AMENDED AND RESTATED BYLAWS

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Neighborhood Delegate or Member's ballot. If an electronic ballot is posted on a website, a notice of the posting shall be sent to each Neighborhood Delegate or Member that contains instructions on obtaining access to the posting on the website, Section 3.11. Tabulation of and Access to Ballots. A person who is a candidate in an Association election or who is otherwise the subject of an Association vote, or a person related to that person within the third degree by consanguinity or affinity may not tabulate or otherwise be given access to the ballots cast in that election or vote except such person may be given access to the ballots cast in the election or vote as part of a recount process. A person tabulating votes in an Association election or vote or who performs a recount pursuant to Section 3.12 may not disclose to any other person how an individual voted. Notwithstanding any provision of these Bylaws to the contrary, only a person who tabulates votes pursuant to this Section or performs a recount pursuant to Sedion 3.12 shall be given access to any Association ballots.

Section 3.12. Recount of Votes. Any Member (the "Recount Requesting Member") may, not later than the fifteenth (15') day after the later of the date of any meeting of Members at which an election or vote was held, or the date of the announcement of the results of the election or vote, require a recount of the votes (the "Recount Request"). A Recount Request must be submitted in writing either: (i) by any method of mailing for which evidence of mailing is provided by the United States Postal Service or a common carrier, with signature confirmation service to the Association's mailing address as reflected on the latest management certificate; or (ii) in person to the Association's managing agent as reflected on the latest management certificate or to the address to which absentee and proxy ballots arc mailed, The Recount Requesting Member shall be required to pay, in advance, expenses associated with the recount as estimated by the Association, pursuant to subsection (a) below. (a) Cost of Recount. The Association shall estimate the costs for performing the recount by a person qualified to tabulate votes under subsection (b), and no later than the 20th day after the date the Association receives the Recount Request, shall send an invoice for the estimated costs (the "Initial Recount Invoice') to the Recount Requesting Member at the Recount Requesting Member's last known address according to the Association's records. The Recount Requesting Member must pay the Initial Recount Invoke in full to the Association on or before the 30th day after the date the initial Recount Invoice was delivered to the Recount Requesting Member (the "Deadline"). If the Initial Recount Invoice is not paid by the Recount Requesting Member by the Deadline, the Recount Requesting Member's Recount Request shall be considered withdrawn and the Association shall not be required to perform a recount. Tf the Initial Recount Invoice is paid by the Recount Requesting Member by the Deadline, then on or before the 30th day after the date of receipt of payment of the Invoice, the recount must be completed and the Association must provide each Recount Requesting Member with notice of the results of the recount. If the recount changes the results of the election, the Association shall reimburse the Recount Requesting Member for the cost of the recount not later than the 3O' day after the date the results of the recount are provided. If the recount does not change the results of the election, and the estimated costs included on the Initial Recount Invoice are either lesser or greater than the actual costs of the recount, the Association shall send a final invoice (the "Final Recount Invoice") to the Recount Requesting Member on or before the 30th business day after the date the results of the recount are provided. If the Final Recount Invoice reflects that additional amounts are owed by the Recount Requesting Member, the Recount Requesting Member shall remit such additional amounts to the 5

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Association immediately. Any additional amounts not paid to the Association by the Recount Requesting Member before the 30th business day after the date the Final Recount Invoice is sent may be charged as a Specific Assessment against the Recount Requesting Member. If the costs estimated in the Initial Recount Invoice costs exceed the amount reflected in the Final Recount Invoice, then the Recount Requesting Member shall be entitled to a refund, which such refund shall be paid at the time the Final Recount Invoice is delivered pursuant to this Section. (b) Vote Tabulator. Following receipt of payment of the Initial Recount Invoice, the Association shall retain for the purpose of performing the recount, the services of a person qualified to tabulate votes. The Association shall enter into a contract for the services of a person who; (i) is not a Member of the Association or related to a Member of the Association Board within the third degree by consanguinity or affinity; and (ii) is either a person agreed on by the Association and each person requesting a recount or is a current or former county judge, county elections administrator, justice of the peace or county voter registrar.

Board Action. Any action taken by the Board in the period between the initial (c) election vote tally and the completion of the recount is not affected by any recount.

Section 3.13 Action Without a Meeting. Any action required or permitted by law to be taken at a meeting of the Members or Neighborhood Delegates, as applicable, may be taken without a meeting, without prior notice, and without a vote if written consent specifically authorizing the proposed action is signed by Members or Neighborhood Delegates, as applicable, holding at least the minimum number of voles necessary to authorize such action at a meeting if all Members or Neighborhood Delegates entitled to vote thereon were present. Such consents shall be signed within sixty (60) days after receipt of the earliest dated consent, dated, and delivered to the Association at its principal place of business in Texas. Such consents shall be filed with the minutes of the Association and shall have the same force and effect as a vote of the Members or Neighborhood Delegates at a meeting. Within ten (10) days after receiving authorization for any action by written consent, the Secretary shall give written notice to all Members or Neighborhood Delegates entitled to vote who did not give their written consent, fairly summarizing the material features of the authorized action.

ARTICLE IV BOARD OF DIRECTORS Section 4.1.

Authority; Number of Directors.

(a) The affairs of the Association shall be governed by a Board of Directors. The number of Directors shall be fixed by the Board of Directors from time to time. The initial Directors shall be three (3) in number and shall be those Directors named in the Articles, and those thereafter appointed by Declarant during the Development Period, or elected as further set forth below.

In accordance with Sono, 3.04 of the Master Declaration, until one hundred and (b) twenty (120) days after seventy-five percent (75%) of the Maximum Number of Lots which have been made subject to the terms and provisions of this Master Declaration have been conveyed to Owners other than the Declarant or a Flomebuilder, Declarant will have the sole right to appoint and remove all members of the Board and officers of the Association. Within one hundred and 6 SOOT RANCH PROPERTY OWNIiR'S ASSOC:1ATION, INC. AMIN1)1{0 AND Resrferno BYLAWS AUS536483607v3 â&#x20AC;˘ 162171 010100

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twenty (120) days after seventy-five percent (75%) of the Maximum Number of Lots that may be subjected to the terms and provisions of the Master Declaration have been conveyed to Owners other than Declarant or a Homebuilder, the President of the Association will thereupon call a meeting of the Members of the Association (the "Initial Member Election Meeting") where the Members or Neighborhood Delegates, as applicable, will elect at least one-third of the Board, which Director(s) shall serve for a one (1) year term ("Initial Member Elected Director"). The Declarant may appoint and remove two-thirds of the Board from and after the Initial Member Election Meeting until expiration or termination of the Development Period. The individuals elected to the Board at the Initial Member Election Meeting shall be elected for a one (1) years term and shall serve until his or her successor is elected or he or she is replaced in accordance with these Bylaws. (c) At the expiration or termination of the Development Period, the Declarant will thereupon call a meeting of the Members of the Association where the Declarant appointed Directors will resign and the Members or Neighborhood Delegates, as applicable, will elect three (3) new directors (to replace all Declarant appointed Directors and the Initial Member Elected Director) (the "Member Election Meeting"), one (1) Director for a three (3) year term, one (1) Director for a two (2) year term, and one (1) Director for a one (1) year term (with the individual receiving the highest number of votes to serve the three (3) year term, the individual receiving the next highest number of votes to serve the two (2) year term, and the individual receiving the third highest number of votes to serve a one (1) year term). Notwithstanding the foregoing provision, if a Voting Group Designation is filed in accordance with the Master Declaration such designation may establish a different number of Board members to be elected at the Member Election Meeting provided that in any event the number of Board members shall be no less than three (3) in number.

The Voting Group Designation may also assign an initial term to each Board member position. A Voting Group Designation which establishes a different number of Board members and the initial terms of such Board members shall be deemed an amendment to the Bylaws. Upon expiration of the term of a Director elected by the Members or Neighborhood Delegates pursuant to this Seaion 4,1(c), his or her successor will be elected for a term of two (2) years. (d) A Director takes office upon the adjournment of the meeting or balloting at which he is elected or appointed and, absent death, ineligibility, resignation, or removal, will hold office until his successor is elected or appointed.

Each Director, other than Directors appointed by Declarant, shall be a Member and (e) resident, or in the case of corporation, partnership or other entity ownership of a Lot or Condominium Unit, a duly authorized agent or representative of the corporation, the partnership, or other entity which owns a Lot or Condominium Unit. The corporation, partnership, or other entity Owner shall be designated as the Director in all correspondence or other documentation setting forth the names of the Directors. Other than as set forth in this subparagraph (e), the Association may not restrict an Owner's right to run for a position on the Board.

Section 4.2.

Compensation. The Directors shall serve without compensation for such

service.

Section 4.3. Designation of Voting Groups by Declarant. Declarant may (but is not obligated to) designate Voting Groups consisting of one or more Neighborhoods for the purpose of electing directors to the Board. If Neighborhood Delegates arc elected, such Neighborhood Delegates within each Voting Group shall vote on a separate slate of candidates for election to the 7 BOOT RANCH PBC/PEKE? OWNER'S ASSOCIATION, INC.

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Board. The Declarant shall establish Voting Groups, if at all, not later than the date of expiration or termination of the Development Period by Recording a written instrument identifying each Voting Group by legal description or other means such that the Lots and Condominium Units within each Voting Group can easily be determined. Such designation may be amended from time to time by Declarant, acting alone, at any time prior to the expiration or termination of the Development Period. Upon expiration or termination of the Development Period, the Board will have the right

by Recording an appropriate written instrument to amend any existing designation of Voting Groups, or to designate new Voting Groups, upon the vote of a Majority of the Board and approval of Neighborhood Delegates representing a Majority of the Neighborhoods. Until such time as Voting Groups are established, all of the Develvment shall constitute a single Voting Group. After a written instrument establishing Voting Groups has been Recorded, any and all portions of the Development which are not assigned to a specific Voting Group shall constitute a single Voting Group.

Section 4.4. Nominations to Board of Directors. Members may be nominated for election to the Board of Directors in either of the following ways: (a) A Member who is not a Director and who desires to run for election to that position shall be deemed to have been nominated for election upon his filing with the Board of Directors a written petition of nomination; or (b) A Director who is eligible to be re-elected shall be deemed to have been nominated for re-election to the position he holds by signifying his intention to seek reelection in a writing addressed to the Board of Directors.

Section 4.5. Vacancies on Board of Directors. Except with respect to Directors appointed by the Declarant, if the office of any elected Director shall become vacant by reason of death, resignation, or disability, the remaining Directora, at a special meeting duly called For this purpose, shall choose a successor who shall fill the unexpired term of the directorship being vacated.

If there is a deadlock in the voting for a successor by the remaining Directors, the one Director with the longest continuous term on the Board shall select the successor. At the expiration of the term of his position on the Board of Directors, the successor Director shall be re-elected or his successor shall be elected in accordance with these Bylaws. Except with respect to Directors appointed by the Declarant, any Board Member whose term has expired or who has been removed from the Board must be elected by the Members or the Neighborhood Delegates, as applicable.

Section 4.6. Removal of Directors. Subject to the right of Declarant to nominate and appoint Directors as set forth in Silvia" 4.1 of these. Bylaws, an elected Director may be removed, with or without cause, by the Majoâ&#x2013;şity of the Members or Neighborhood Delegates, as applicable, which elected such Director. In the event Voting Groups are established pursuant to the Master Declaration, only the Neighborhood Delegates within the Voting Group may vote to remove the Director elected from such Voting Group.

Section 4.7, Solicitation of Candidate for Election to the Board. At least thirty (30) days before the date an Association disseminates absentee ballots or other ballots to Members for the purpose of voting in a Board election, the Association shall provide notice (the "Solicitation Notice") of the election to the Members. The Solicitation Notice shall: (a) solicit candidates that are eligible under Seâ&#x2013;ş/ian 4.1(e) and interested in running for a position on the Board; (b) state that an 8 13001' RANCI I PROPERXY OWNER'S ASSOCIATION, INC. AMENDED AND BASTATED BYLAWS AUS536483607v3 - 162171.010100

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eligible candidate has fifteen (15) days to respond to the Solicitation Notice and request to be placed on the ballot; and (c) must be: (1) mailed to each Member; (2) e-mailed to each Member that has registered their e-mail address with the Association; or (3) posted in a conspicuous manner reasonably designed to provide notice to Members, such as: (i) within the Common Area or, with the Member's consent, on other conspicuously located privately owned property within the subdivision; or g on any website maintained by the Association or other internet media.

ARTICLE V MEETINGS OF DIRECTORS section 5.1. Development Period. The provisions of this Adide V do not apply to Board meetings during the Development Period (as defined in the Master Declaration) during which period the Board may take action by unanimous written consent in lieu of a meeting pursuant to ,S'ection 5.12, except with respect to a meeting conducted for the purpose of: (a) adopting or amending the Documents (i.e., declarations, bylaws, rules, and regulations); (b) increasing the amount of General Assessments of the Association or adopting or increasing a Special Assessment; (c) electing non-Declarant Board members or establishing a process by which those members are elected; or (d) changing the voting rights of Members.

Section 5.2. Definition of Board Meetings. A meeting of the Board means a deliberation between a quorum of the Board, or between a quorum of the Board and another person, during which Association business is considered and the Board takes formal action.

Section 5.3. Regular Meetings. Regular meetings of the Board shall be held annually or such other frequency as determined by the Board, at such place and hour as may be fixed from time to time by resolution of the Board.

Section 5.4. Special Meetings. Special meetings of the Board shall be held when called by the President of the Association, or by any two Directors, after not less than three (3) days' notice to each Director.

Section 5.5. Quorum. A Majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a Majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Directors.

Section 5.6. Open Board Meetings. All regular and special Board meetings must be open to Owners. However, the Board has the right to adjourn a meeting and reconvene in closed executive session to consider actions involving: (a) personnel; (b) pending or threatened litigation; (c) contract negotiations; (d) enforcement actions; (e) confidential communications with the Association's attorney; (f) matters involving the invasion of privacy of individual Owners, or matters that are to remain confidential by request of the affected parties and agreement of the Board.

Following an executive session, any decision made by the Board in executive session must be summarized orally in general terms and placed in the minutes. The oral summary must include a general explanation of expenditures approved in executive session.

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Section 5.7. Location. Except if otherwise held by electronic or telephonic means, a Board meeting must be held in the county in which the Development is located or in a county adjacent to that county, as determined in the discretion of the Board.

Section 5.8, Record; Minute!). The Board shall keep a record of each regular or special written minutes of the meeting. The Board shall make meeting Board meeting in the form records, including approved minutes, available to a Member for inspection and copying on the Member's written request to the Association's managing agent at the address appearing on the most recently filed management certificate or, if there is not a managing agent, to the Board.

of

Section 5.9, Notices. Members shall he given notice of the date, hour, place, and general subject of a regular or special board meeting, including a general description of any matter to be brought up for deliberation in executive session. The notice shall be: (a) mailed to each Member not later than the tenth (1011) day or earlier than the sixtieth (60th) day before the date of the meeting; or (b) provided at least seventy-two (72) hours before the start of the meeting by: (i) posting the notice in a conspicuous manner reasonably designed to provide notice to Members in a place located on the Association's common area or on any website maintained by the Association; and (ii) sending the notice by e-mail to each Member 1,v1to has registered an e-mail address with the Association. 11 is the Member's duty to keep an updated e-mail address registered with the Association. The Board may establish a procedure for registration of email addresses, which procedure may be required for the purpose of receiving notice of Board meetings. If the Board recesses a regular or special Board meeting to continue the following regular business day, the Board is not required to post notice of the continued meeting if the recess is taken in good faith and not to circumvent this Section. If a regular or special Board meeting is continued to the following regular business day, and on that following day the Board continues the nteeting to another day, the Board shall give notice of the continuation in at least one manner as set forth above within two (2) hours after adjourning the meeting being continued.

Section 5.10. Unanimous Consent. During the Development Period, Directors may vote by unanimous written consent. Unanimous written consent occurs if all Directors individually or collectively consent in writing to n Board action. The written consent must be filed with the minutes of Board meetings. Action by written consent shall be in lieu of a meeting and has the same force and effect as a unanimous vote of the Directors. As set forth in Salim 5.1, Directors may not vote by unanimous consent if the Directors are considering any of the following actions: (a) adopting or amending the Documents (i.e., declarations, bylaws, rules, and regulations); (b) increasing the amount of General Assessments of the Association or adopting or increasing a Special Assessment; (c) electing non-Declarant Board members or establishing a process by which those members are elected; or (d) changing the voting rights of Members.

Section 5.11. Meeting Without Prior Notice. The Board may take action outside a meeting, including voting by electronic or telephonic means, without prior notice to the Members if each Board member is given a reasonable opportunity (i) to express his or her opinions to all other Board members and (ii) to vote. Any action taken without notice to Members must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special Board meeting. The Board may not, unless done in an open meeting for which prior notice was given to the Members pursuant to Seellau 5.9 shove consider or vote on: (a) fines; (b) damage assessments; (c) the initiation of 10 BOOT RANCII PROPERTY OWNER'S ASSOCIATION, INC. AMENDED AND R1 STATI!,1) BYLAWS A1_155364836070 â&#x20AC;˘ 162171 010100

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foreclosure actions; (d) the initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety; (e) increases in assessments; (I) levying of special assessments; (g) appeals from a denial of architectural control approval; (h) a suspension of a right of a particular Member before the Member has an opportunity to attend a Board meeting to present the Member's position, including any defense, on the issue; (1) the lending or borrowing of money; (j) the adoption of any amendment of a dedicatory instrument; (k) the approval of an annual budget or the approval of an amendment of an annual budget that increases the budget by more than 10 percent (10%); (1) the sale or purchase of real property; (TO the filling of a vacancy on the Board; (n) the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements; or (o) the election of an officer.

Section 5.12, Telephone and Electronic Meetings. A meeting of the Board may be held by electronic or telephonic means provided that: (1) each Board member may hear and be heard by every other Board member; (2) except for any portion of the meeting conducted in executive session: (i) all Members in attendance at the meeting may hear all Board members; and (i) any Members arc allowed to listen using any electronic or telephonic communication method used or expected to be used by a participating Board member at the same meeting; and (3) the notice of the Board meeting provides instructions to the Members on how to RCCCS8 the electronic or telephonic communication method used in the meeting. Participation in such a meeting constitutes presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VI POWERS AND DUTIES OF THE BOARD The Board shall have power and duty to undertake those actions to which the Association is authorized to take in accordance with the Master Declaration and Applicable Law. ARTICLE VII OFFICERS AND THEIR DUTIES Section 7.1,. Enumeration of Offices. The officers of the Association shall be a President and a Vice-President, who shall at all times be members of the Board, a Secretary and a Treasurer, and such other offices as may be created by the Declarant during the Development Period, and the Board by resolution thereafter, setting forth the term, authority and duties thereof.

Section 7.2. Appointment; Election of Officers. Until the expiration or termination of the Development Period, officers shall be appointed and removed by Declarant, and elected by the Board thereafter at the first meeting of the Board following each annual meeting of the Members.

Section 7.3. Terns. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year unless he resigns sooner, or shall be removed or otherwise disqualified to serve.

Section 7.4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

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Section 7.5. Resignation and Removal. During the Development Period, any officer may be removed from office with or without cause by Declarant, and the Board after expiration or termination of the Development Period, Any officer may resign at any time by giving oral or written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.6. Vacancies. During the Development Period, any officer may be removed from office with or without cause by Declarant, and the Board after expiration or termination of the Development Period. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces.

Section 7.7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 7.4.

Section 7.8

Duties. The duties of the officers are as follows:

President. The President shall preside at all meetings of the Board; shall see that (a) orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. (b) Vice President. The Vice President, if any, shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board. (c) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses; and shall perform such other duties as required by the Board. (d) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board; shall sign all cheeks and promissory notes of the Association; keep proper books of account in appropriate form such that they could be audited by a public accountant whenever ordered by the Board or the membership; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular meeting, and deliver a copy of each to the Members.

Section 7.9. Execution of Instruments. Except when the Documents require execution of certain instruments by certain individuals, the Board may authorize any person to execute instruments on behalf of the Association, including without limitation checks from the Association's bank account. In the absence of Board designation, arid unless otherwise provided herein, the President and the Secretary are the only persons authorized to execute instruments on behalf of the Association.

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ARTICLE VIII OTHER COMMITTEES OF THE BOARD OF DIRECTORS The Board may, by resolution adopted by affirmative vote of a Majority of the number of Directors fixed by these Bylaws, designate two (2) or more Members, which may include Declarant and/or one or more Board members (with such alternates, if any, as may he deemed desirable), to a committee for any purpose; provided, that any such other committee or committees shall serve in an advisory capacity only with the sole powers ofi (i) recommending action to the Board; and (ii) carrying out and implementing any instructions or any policies; plans, programs and rules theretofore approved, authorized and adopted by the Board.

ARTICLE IX BOOKS AND RECORDS The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Documents shall be available for inspection by any Member at the principal office of the Association, where copies may he purchased at reasonable cost.

ARTICLE X ASSESSMENTS As more fully provided in the Master Declaration, each Member is obligated to pay to the Association Assessments which are secured by a continuing lien upon the property against which the Assessments are made. Assessments shall be due and payable in accordance with the Master Declaration.

ARTICLE XI CORPORATE SEAL The Association may, but shall have no obligation to, have a seal in a form adopted by the Board.

ARTICLE XII AMENDMENTS These Bylaws may be amended by: (i) the Declarant until expiration or termination of the Development Period; or (ii) a Majority vote of the Board of Directors.

ARTICLE XIII INDEMNIFICATION OF DIRECTORS AND OFFICERS The Association shall indemnify every Director. Officer or Committee Member against, and reimburse and advance in every Director, Officer or Committee Member For, all liabilities, costs and expenses' incurred in connection with such directorship or office and any actions taken or omitted in such capacity to the greatest extent permitted under the Texas Business Organizations Code and all other Applicable Law at the time of such indemnification, reimbursement or advance payment; provided, however, no Director, Officer or Committee Member shall be indemnified for: (a) a 13 BOOT RANCI I PROPERTY OWNER'S ASSOCIATION, INC.

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breach of duty of loyalty to the Association or its Members; (b) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which such Director, Officer or Committee Member received an improper benefit, whether or not the benefit resulted from an action taken within the scope of directorship or office; or (d) an act or omission for which the liability of such Director, Officer or Committee Member is expressly provided for by statute.

ARTICLE XIV MISCELLANEOUS Section 14.1. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

Section 14.2, Users of these Bylaws should also review statutes and court rulings that may modify or nullify provisions of this document or its enforcement, or may create rights or duties not anticipated by these Bylaws.

Section 14.3, In the case of any conflict between the Articles and these Bylaws, the Articles shall control; and in the case of any conflict between the Master Declaration and these Bylaws, the Master Declaration shall control. In the case of any conflict between these Bylaws and any provision of Applicable Law, the conflicting aspect of the Bylaws provision is null and void, but all other provisions of these Bylaws remain in full force and effect.

Section 14 4. The effect of a general statement is not limited by the enumerations of specific matters similar to the general. The captions or articles and sections are inserted only for convenience and are in no way to be construed as defining or modifying the text to which they refer.

The singular is construed to mean the plural, when applicable, and the use of masculine or neuter pronouns includes the feminine.

Section 14.5. No restriction, condition, obligation, or covenant contained in these Bylaws may be deemed to have been abrogated or waived by reason of failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.

14 BOOT RANCH PROM-111'1Y OWNER'S ASSOCIATION, INC.

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EXECUTED to be effective the

g- _ day of February, 2016, DECLARANT: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

THE STATE OF TEXAS § COUNTY OF klAttli<1

This instrument was acknowledged before me on this

C 4-a-t PA Clot

12—

AuXtrovi Ltd ic..iip.torLA

day of February, 2016, by of BOOT RANCH

HOLDINGS, LLC, a Delawate limited liability company, on behalf ill/ such company.

(seal)

0Nr„,

Notary Public, State of Texas

BRITNEY GASKEY 2.A Notary Public, State of Texas W.... id Comm. Expires 07-29.2019 NOlary10 130313212

M..

15

Boar RANCH PROPERLY OWNER'S ASSOCIATION, INC:.

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FILED AND RECORDED OFFICIAL PUBLIC RECORDS (file?" .

Mary Lynn Ruo:Alu, County Cl ok Gillespie. County, Texan February 16, 2016

02 07 26 PM

FEK: $80 00 F5liCKA AMEND

20160761

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BOOT RANCH AMENDED AND RESTATED BYLAWS

ATTACHMENT 3 BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. AMENDED AND RESTATED FINE AND ENFORCEMENT POLICY 1.

Background. Boot Ranch is subject to that certain Second Amended and Restated Declaration of Governance for Boot Ranch recorded under Document No. 20160757, Official Public Records of Gillespie County, Texas, as amended (the "Master Declaration"). In accordance with the Master Declaration, Boot Ranch Property Owner's Association, Inc., a Texas non-profit corporation (the "Association") was created to administer the terms and provisions of the Master Declaration. Unless the Master Declaration or Applicable Law expressly provides otherwise, the Association acts through a majority of its board of directors (the "Board"). The Association is empowered to enforce the declarations, conditions and restrictions of the Master Declaration, Articles of Incorporation, Bylaws, Policy Manual, the Architectural Design Guidelines, any applicable Development Area Declaration, any applicable Notice of Annexation, and any rules and regulations promulgated by the Association pursuant to the Master Declaration or any Development Area Declaration, as each may be adopted and amended from time to time (collectively, the "Documents"), including the obligation of Owners to pay assessments pursuant to the terms and provisions of the Master Declaration and the obligations of the Owners to compensate the Association for costs incurred by the Association for enforcing violations of the Documents.

The Board hereby adopts this Fine and Enforcement Policy to establish equitable policies and procedures for the levy of fines within the Association in compliance with the Chapter 209 of the Texas Property Code, tided the "Texas Residential Property Owners Protection Act," as it may be amended (the "Act"). To the extent any provision within this policy is in conflict the Act or any other applicable law, such provision shall be modified to comply with the applicable law.

Terms used in this policy, but not defined, shall have the meaning subscribed to such term in the Documents.

2.

Policy. The Association uses fines to discourage violations of the Documents, and to encourage compliance when a violation occurs â&#x20AC;&#x201D; not to punish violators or generate revenue for the Association. Although a fine may be an effective and efficient remedy for certain types of violations or violators, it is only one of several methods available to the Association for enforcing the Documents. The Association's use of fines does not interfere with its exercise of other rights and remedies for the same violation.

3.

Owner's Liability. An Owner is liable for fines levied by the Association for violations of the Documents by the Owner and the relatives, guests, employees, and agents of the Owner and residents. Regardless of who commits the violation, the Association may direct all communications regarding the violation to the Owner.

4.

Amount. The Association may set fine amounts on a case by case basis, provided the fine is reasonable in light of the nature, frequency, and effects of the violation. The Association may establish a schedule of fines for certain types of violations. The amount and cumulative total of a fine must be reasonable in comparison to the violation, and should be uniform for similar violations of the same provision of the Documents. If the Association allows fines to accumulate, the Association may establish a maximum amount for a particular fine, at which point the total fine will be capped.

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5.

6.

Violation Notice. Except as set forth in Paragraph 5(C) below, before levying a fine, the Association will give (i) a written violation notice via certified mail to the Owner (at the Owner's last known address as shown in the Association records)(the "Violation Notice") and (ii) an opportunity to be heard, if requested by the Owner. The Association's Violation Notice will contain the following items: (1) the date the Violation Notice is prepared or mailed; (2) a description of the violation or property damage that is the basis for the Individual Assessment, suspension action, or other charge; (3) a reference to the rule or provision that is being violated; (4) a description of the action required to cure the violation and a reasonable timeframe in which the violation is required to be cured to avoid the fine or suspension; (5) the amount of the possible fine; (6) a statement that no later than the thirtieth (30th) day after the date the notice was mailed, the Owner may request a hearing pursuant to Section 209.007 of the Texas Property Code, and further, if the hearing held pursuant to Section 209.007 of the Texas Property Code is to be held by a committee appointed by the Board, a statement notifying the Owner that he or she has the right to appeal the committee's decision to the Board by written notice to the Board; and (7) a statement that the Owner may have special rights or relief related to the enforcement action under federal law, including the Servicemembers Civil Relief Act (50 U.S.C. app. section et seq.), if the Owner is serving on active military duty. The Violation Notice sent out pursuant to this paragraph is further subject to the following: A.

First Violation. If the Owner has not been given notice and a reasonable opportunity to cure the same or similar violation within the preceding six (6) months, the Violation Notice will state those items set out in (1) â&#x20AC;&#x201D; (7) above, along with a reasonable timeframe by which the violation must be cured to avoid the fine.

The Violation Notice must state that any future violation of the same rule may result in the levy of a fine. A fine pursuant to the Schedule of Fines may be levied if an Owner does not cure the violation within the timeframe set forth in the notice.

B.

Uncurable Violation/Violation of Public Health or Safety. If the violation is of an uncurable nature or poses a threat to public health or safety (as exemplified in Section 209.006 of the Texas Property Code), then the Violation Notice shall state those items set out in (1), (2), (3), (5), (6), and (7) above, and the Association shall have the right to exercise any enforcement remedy afforded to it under the Documents, including but not limited to the right to levy a fine pursuant to the Schedule of Fines.

C.

Repeat Violation without Attempt to Cure. If the Owner has been given a Violation Notice and a reasonable opportunity to cure the same or similar violation within the preceding six (6) months but commits the violation again, then the Owner shall not be entitled to an additional Violation Notice or a hearing pursuant to Section 209.007 of the Texas Property Code, and the Association shall have the right to exercise any enforcement remedy afforded to it under the Documents, including but not limited to the right to levy a fine pursuant to the Schedule of Fines. After an Owner has been provided a Violation Notice as set forth herein and assessed fines, if the Owner has never cured the violation in response to any Violation Notices sent or any fines levied, then the Board, in its sole discretion, may determine that such a circumstance is a continuous violation which warrants a levy of a fine based upon a daily, monthly, or quarterly amount as determined by the Board.

Violation Hearing. Except as set forth in Paragraph 5(C), above, if the Owner is entitled to an opportunity to cure the violation, then the Owner has the right to submit a written request to the Association for a hearing before the Board or a committee appointed by the Board to discuss and verify the facts and resolve the matter. To request a hearing, the Owner must submit a written 25 BOOT RANCH FINE AND ENFORCEMENT POLICY

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request (the "Request") to the Association's manager (or the Board if there is no manager) within thirty (30) days after receiving the violation notice. The Association must then hold the hearing requested no later than thirty (30) days after the Board receives the Request. The Board must notify the Owner of the date, time, and place of the hearing at least (10) days' before the date of the hearing. The hearing will be scheduled to provide a reasonable opportunity for both the Board and the Owner to attend. The Board or the Owner may request a postponement, and if requested, a postponement shall be granted for a period of not more than ten (10) days. Additional postponements may be granted by agreement of the parties. Notwithstanding the foregoing, the Association may exercise its other rights and remedies as set forth in Section 209.007(d) and (e) of the Texas Property Code. Any hearing before the Board will be held in a closed or executive session of the Board. At the hearing, the Board will consider the facts and circumstances surrounding the violation. The Owner shall attend the hearing in person, but may be represented by another person (i.e., attorney) during the hearing, upon advance written notice to the Board. If an Owner intends to make an audio recording of the hearing, such Owner's request for hearing shall include a statement noticing the Owner's intent to make an audio recording of the hearing, otherwise, no audio or video recording of the hearing may be made, unless otherwise approved by the Board. The minutes of the hearing must contain a statement of the results of the hearing and the fine, if any, imposed. A copy of the violation notice and request for hearing should be placed in the minutes of the hearing. If the Owner appears at the meeting, the notice requirements will be deemed satisfied. Unless otherwise agreed by the Board, each hearing shall be conducted in accordance with the agenda attached hereto as Exhibit A. 7.

Due Date. Fine and/or damage charges are due immediately if the violation is uncurable or poses a threat to public health or safety, and the Owner does not request a hearing as set forth herein. If a hearing is requested by the Owner, such fines or damage charges will be due immediately after the Board's final decision on the matter, assuming that a fine or damage charge of some amount is confirmed by the Board at such hearing. If the violation is curable, the fine and/or damage charges are due immediately after the later of: (1) the date that the cure period set out in the First Violation notice ends and the Owner does not attempt to cure the violation or the attempted cure is unacceptable to Association, or (2) if a hearing is requested by the Owner, such fines or damage charges will be due immediately after the Board's final decision on the matter, assuming that a fine or damage charge of some amount is confirmed by the Board at such hearing.

8.

Lien Created. The payment of each fine and/or damage charge levied by the Board against the Owner of a Lot is, together with interest as provided in Section 6.11 of the Master Declaration and all costs of collection, including attorney's fees as herein provided, secured by the lien granted to the Association pursuant to Section 6.01(b) of the Master Declaration. Unless otherwise provided in the Master Declaration, the fine and/or damage charge will be considered an Assessment for the purpose of this Article and will be enforced in accordance with the terms and provisions governing the enforcement of assessments pursuant to Article 6 of the Master Declaration.

9.

Levy of Fine. Any fine levied shall be reflected on the Owner's periodic statements of account or delinquency notices.

10.

Foreclosure. The Association may not foreclose its assessment lien on a debt consisting solely of fines.

11.

Amendment of Policy. This policy may be revoked or amended from time to time by the Board.

This policy will remain effective until the Association records an amendment to this policy in the county's official public records.

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Schedule of Fines The Board has adopted the following general schedule of fines. The number of notices set forth below does not mean that the Board is required to provide each notice prior to exercising additional remedies as set forth in the Documents. The Board may elect to purse such additional remedies at any time in accordance with Applicable Law. The Board also reserves the right to set fine amounts on a case by case basis, provided the fine is reasonable in light of the nature, severity, frequency, and effect of the violation: FINES:

Fine Amount: $25.00 (if a curable violation, may be avoided if Owner cures the violation by the time specified in the notice)

New Violation: Notice of Violation

Fine Amount: Repeat Violation (No Right to Cure or Uncurable Violation):

1st Notice 2nd Notice 3rd Notice 4th Notice

$50.00 $75.00 $100.00 $125.00

Continuous Violation: Amount TBD

Continuous Violation Notice

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CONSTRUCTION FINES: Pursuant to the Documents, any construction activities within Boot Ranch are subject to fines which may be assessed pursuant to the schedule of fines as follows: Premature Clearing Construction Without Architectural Review Board Approval Inadequate Construction Entry Inadequate/Removed Silt Fence Excessive Mud/Debris on Street Excessive Construction Debris No Dumpster Provided No Chemical Toilet Provided Violation of designated Construction Times (Mon-Sat; 7am-7pm) Encroachment on Adjacent Properties Damage to Streets, Curbs, Infrastructure Failure to Obtain Inspection from Architectural Review Board upon Completion of Construction Miscellaneous Violation of Construction Rules

$500 $500 $250 $250 $250 plus $50/day $250 plus $50/day $150 plus $50/day $150 plus $25/day $100 $500 plus repair cost $500 minimum $500 minimum TBD by Architectural Review Board

The Board may elect to purse such additional remedies at any time in accordance with Applicable Law. The Board also reserves the right to set fine amounts on a case by case basis, provided the fine is reasonable in light of the nature, severity, frequency, and effect of the violation.

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EXHIBIT A HEARING BEFORE THE BOARD Note:

An individual will act as the presiding hearing officer. The hearing officer will provide introductory remarks and administer the hearing agenda.

I.

Introduction: Hearing Officer.

The Board has convened for the purpose of providing [Owner] an opportunity to be heard regarding a notice of violation of the Documents sent by the Association.

The hearing is being conducted as required by Section 209.007(a) of the Texas Property Code, and is an opportunity for [Owner] to discuss, verify facts, and attempt to resolve the matter at issue. The Board may be able to resolve the dispute at the hearing or the Board may elect to take the matter under advisement and conclude the hearing. If the matter is taken under advisement, a final decision will be communicated in writing within fifteen (15) days.

II.

Presentation of Facts: Hearing Officer.

This portion of the hearing is to permit a representative of the Association the opportunity to describe the violation and to present photographs or other material relevant to the violation, fines or penalties. After the Association's representative has finished his presentation, the Owner or its representative will be given the opportunity to present photographs or other material relevant to the violation, fines or penalties. The Board may ask questions during either party's presentation.

It is requested that questions by [Owner] be held until completion of the presentation by the Association's representative.

[Presentations] III.

Discussion: Hearing Officer.

IV.

This portion of the hearing is to permit the Board and [Owner] to discuss factual disputes relevant to the violation. Discussion regarding any fine or penalty is also appropriate. Discussion should be productive and designed to seek, if possible, a mutually agreed upon resolution of the dispute. The Hearing Officer retains the right to conclude this portion of the hearing at any time.

Resolution: Hearing Officer.

This portion of the hearing is to permit discussion between the Board and [Owner] regarding the final terms of a mutually agreed upon resolution, if such resolution was agreed upon during the discussion phase of the hearing. If no mutually agreed upon resolution was reached, the Hearing Officer may: (i) request that the Board enter into executive session to discuss the matter; (ii) request that the Board take the matter under advisement and adjourn the hearing; or (iii) adjourn the hearing.

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ATTACHMENT 4 BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. ASSESSMENT COLLECTION POLICY Boot Ranch is subject to that certain Second Amended and Restated Declaration of Governance for Boot Ranch recorded under Document No. 20160757, Official Public Records of Gillespie County, Texas (the "Master Declaration"). The operation of the Community is vested in Boot Ranch Property Owner's Association, Inc., a Texas nonprofit corporation (the "Association"), acting through its board of directors (the "Board"). The Association is empowered to enforce the covenants, conditions and restrictions of the Master Declaration, Articles, Bylaws, Policy Manual, the Architectural Design Guidelines (if adopted), any applicable Development Area Declaration, any applicable Notice of Annexation, and any rules and regulations promulgated by the Association pursuant to the Master Declaration or any Development Area Declaration, as adopted and amended from time to time (collectively, the "Documents"), including the obligation of Owners to pay Assessments pursuant to the terms and provisions of the Documents.

The Board hereby adopts this Assessment Collection Policy to establish equitable policies and procedures for the collection of Assessments levied pursuant to the Documents. Terms used in this policy, but not defined, shall have the meaning subscribed to such term in the Documents.

SECTION 1.

DELINQUENCIES, LATE CHARGES & INTEREST

1-A.

Due Date. An Owner will timely and fully pay Assessments. General Assessments are assessed annually and are due and payable on the first calendar day of the month at the beginning of the fiscal year, or in such other manner as the Board may designate in its sole and absolute discretion.

1-B.

Delinquent. Any Assessment that is not fully paid when due is delinquent. When the account of an Owner becomes delinquent, it remains delinquent until paid in full â&#x20AC;&#x201D; including collection costs, interest and late fees.

1-C.

Late Fees & Interest. If the Association does not receive full payment of an Assessment by 5:00 p.m. on the due date established by the Board, the Association may levy a late fee of $25 per month and/or interest at the highest rate allowed by applicable usury laws then in effect on the amount of the Assessment from the due date thereof (or if there is no such highest rate, then at the rate of 1 and 1/2% per month) until paid in full.

1-D.

Liability for Collection Costs. The defaulting Owner is liable to the Association for the cost of title reports, credit reports, certified mail, long distance calls, court costs, filing fees, and other reasonable costs and attorney's fees incurred by the Association in collecting the delinquency.

1-E.

Insufficient Funds. The Association may levy a charge of $25 for any check returned to the Association marked "not sufficient funds" or the equivalent.

1-F.

Waiver. Properly levied collection costs, late fees, and interest may only be waived by a Majority of the Board.

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SECTION 2.

INSTALLMENTS & ACCELERATION

If an Assessment, other than a General Assessment, is payable in installments, and if an Owner defaults in the payment of any installment, the Association may declare the entire Assessment in default and accelerate the due date on all remaining installments of the Assessment. An Assessment, other than a General Assessment, payable in installments may be accelerated only after the Association gives the Owner at least fifteen (15) days prior notice of the default and the Association's intent to accelerate the unpaid balance if the default is not timely cured. Following acceleration of the indebtedness, the Association has no duty to reinstate the installment program upon partial payment by the Owner.

SECTION 3. PAYMENTS 3-A.

Application of Payments. After the Association notifies the Owner of a delinquency and the Owner's liability for late fees or interest, and collection costs, any payment received by the Association shall be applied in the following order, starting with the oldest charge in each category, until that category is fully paid, regardless of the amount of payment, notations on checks, and the date the obligations arose: (1) Delinquent assessments

(4) Other attorney's fees

(2) Current assessments

(5) Fines

(3) Attorney fees and costs associated with delinquent assessments

(6) Any other amount

3-B.

Payment Plans. The Association shall offer a payment plan to a delinquent Owner with a minimum term of at least three (3) months from the date the payment plan is requested for which the Owner may be charged reasonable administrative costs and interest. The Association will determine the actual term of each payment plan offered to an Owner in their sole and absolute discretion. An Owner is not entitled to a payment plan if the Owner has defaulted on a previous payment plan in the last two (2) years. The Association is not required to make a payment plan available to a Member after the Delinquency Cure Period allowed under Paragraph 5-B expires. If an Owner is in default at the time the Owner submits a payment, the Association is not required to follow the application of payments schedule set forth in Paragraph 3-A.

3-C.

Form of Payment. The Association may require that payment of delinquent Assessments be made only in the form of cash, cashier's check, or certified funds.

3-D.

Partial and Conditioned Payment. The Association may refuse to accept partial payment (i.e., less than the full amount due and payable) and payments to which the payer attaches conditions or directions contrary to the Board's policy for applying payments. The Association's endorsement and deposit of a payment does not constitute acceptance. Instead, acceptance by the Association occurs when the Association posts the payment to the Owner's account. If the Association does not accept the payment at that time, it will promptly refund the payment to the payer. A payment that is not refunded to the payer within thirty (30) days after being deposited by the Association may be deemed accepted as to payment, but not as to words of limitation or instruction accompanying the payment.

The acceptance by the Association of partial payment of delinquent Assessments does not waive the Association's right to pursue or to continue pursuing its remedies for payment in full of all outstanding obligations.

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3-E.

Notice of Payment. If the Association receives full payment of the delinquency after Recording a notice of lien, the Association will cause a release of notice of lien to be publicly Recorded, a copy of which will be sent to the Owner. The Association may require the Owner to prepay the cost of preparing and Recording the release.

3-F.

Correction of Credit Report. If the Association receives full payment of the delinquency after reporting the defaulting Owner to a credit reporting service, the Association will report receipt of payment to the credit reporting service.

SECTION 4.

4-A.

LIABILITY FOR COLLECTION COSTS

Collection Costs. The defaulting Owner may be liable to the Association for the cost of title reports, credit reports, certified mail, long distance calls, filing fees, and other reasonable costs and attorney's fees incurred in the collection of the delinquency.

SECTION 5.

COLLECTION PROCEDURES

5-A.

Delegation of Collection Procedures. From time to time, the Association may delegate some or all of the collection procedures, as the Board in its sole discretion deems appropriate, to the Association's Manager, an attorney, or a debt collector.

5-B.

Delinquency Notices. If the Association has not received full payment of an Assessment by the due date, the Association may send written notice of nonpayment to the defaulting Owner, by certified mail, stating: (a) the amount delinquent and the total amount of the payment required to make the account current, (b) the options the Owner has to avoid having the account turned over to a collection agent, as such term is defined in Texas Property Code Section 209.0064, including information regarding availability of a payment plan through the Association, and (c) that the Owner has thirty (30) days for the Owner to cure the delinquency before further collection action is taken (the "Delinquency Cure Period"). The Association's delinquency-related correspondence may state that if full payment is not timely received, the Association may pursue any or all of the Association's remedies, at the sole cost and expense of the defaulting Owner.

5-C.

Verification of Owner Information. The Association may obtain a tide report to determine the names of the Owners and the identity of other lien-holders, including the mortgage company.

5-D.

Collection Agency. The Board may employ or assign the debt to one or more collection agencies.

5-E.

Notification of Mortgage Lender. The Association may notify the Mortgage lender of the default obligations.

5-F.

Notification of Credit Bureau. The Association may report the defaulting Owner to one or more credit reporting services.

5-G.

Collection by Attorney. If the Owner's account remains delinquent for a period of ninety (90) days, the Manager of the Association or the Board of the Association shall refer the delinquent account to the Association's attorney for collection. In the event an account is referred to the Association's attorney, the Owner will be liable to the Association for its legal fees and expenses. Upon referral of a delinquent account to the Association's attorney, the Association's attorney will provide the following notices and take the following actions unless otherwise directed by the Board:

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(1)

Initial Notice: Preparation of the Initial Notice of Demand for Payment letter. If the account is not paid in full within 30 days (unless such notice has previously been provided by the Association), then

(2)

Lien Notice: Preparation of the Lien Notice and Demandfor Payment letter and Record a Notice of Unpaid Assessment Lien. If the account is not paid in full within 30 days, then

(3)

Final Notice: Preparation of the Final Notice of Demandfor Payment letter and Intent to Foreclose and Notice of Intent to Foreclose to Lender. If the account is not paid in full within 30 days, then

(4)

Foreclosure of Lien: Only upon specific approval by a majority of the Board.

5-H.

Notice of Lien. The Association's attorney may cause a notice of the Association's Assessment lien against the Owner's home to be publicly Recorded. In that event, a copy of the notice will be sent to the defaulting Owner and may also be sent to the Owner's Mortgagee.

5-I.

Cancellation of Debt. If the Board deems the debt to be uncollectible, the Board may elect to cancel the debt on the books of the Association, in which case the Association may report the full amount of the forgiven indebtedness to the Internal Revenue Service as income to the defaulting Owner.

Suspension of Use of Certain Facilities or Services. The Board may suspend the use of the Common Area amenities by an Owner, or his Occupant, whose account with the Association is delinquent for at least thirty (30) days.

SECTION 6. GENERAL PROVISIONS

6-A.

Independent Judgment. Notwithstanding the contents of this detailed policy, the officers, directors, Manager, and attorney of the Association may exercise their independent, collective, and respective judgment in applying this policy.

6-B.

Other Rights. This policy is in addition to and does not detract from the rights of the Association to collect Assessments under the Documents and the laws of the State of Texas.

6-C.

Limitations of Interest. The Association, and its officers, directors, Managers, and attorneys, intend to conform strictly to the applicable usury laws of the State of Texas. Notwithstanding anything to the contrary in the Documents or any other document or agreement executed or made in connection with this policy, the Association will not in any event be entitled to receive or collect, as interest, a sum greater than the maximum amount permitted by applicable law. If from any circumstances whatsoever, the Association ever receives, collects, or applies as interest a sum in excess of the maximum rate permitted by law, the excess amount will be applied to the reduction of unpaid Assessments, or reimbursed to the Owner if those Assessments are paid in full.

6-D.

Notices. Unless the Documents, Applicable Law, or this policy provide otherwise, any notice or other written communication given to an Owner pursuant to this policy will be deemed delivered to the Owner upon depositing same with the U.S. Postal Service, addressed to the Owner at the most recent address shown on the Association's records, or on personal delivery to the Owner. If the Association's records show that an Owner's property is owned by two (2) or more persons, notice to one co-Owner is deemed notice to all co-Owners. Similarly, notice to one Occupant is deemed 33 BOOT RANCI I ASSESSMENT COL] J :CPION POI ,ICY

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notice to all Occupants. Written communications to the Association, pursuant to this policy, will be deemed given on actual receipt by the Association's president, secretary, managing agent, or attorney.

6-E.

Amendment of Policy. This policy may be amended from time to time by the Board.

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ATTACHMENT 5 BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. RECORDS INSPECTION, COPYING AND RETENTION POLICY Terms used but not defined in this policy will have the meaning subscribed to such terms in that certain Second Amended and Restated Declaration of Governance for Boot Ranch recorded in the Official Public Records of Gillespie County, Texas, as the same may be amended from time to time (the "Master Declaration").

Note: Texas statutes presently â&#x20AC;˘render null and void any restriction in the Master Declaration which restricts or prohibits the inspection, copying and/or retention of association records and files in violation of the controlling provisions of the Texas Property Code or any other applicable state law. The Board has adopted this policy in lieu of any express prohibition or any provision regulating such matters which conflict with Texas law, as set forth in the Master Declaration.

1.

Written Form. The Association shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

2.

Request in Writing, Pay Estimated Cogs In Advance. An Owner (or an individual identified as an Owner's agent, attorney or certified public accountant, provided the designation is in writing and delivered to the Association) may submit a written request via certified mail to the Association's mailing address or authorized representative listed in the management certificate to access the Association's records.

The written request must include sufficient detail describing the hooks and records requested and whether the Owner desires to inspect or copy the records. Upon receipt of a written request, the Association may estimate the costs associated with responding to each request, which costs may not exceed the costs allowed pursuant to Texas Administrative Code Section 70.3, as may be amended from time to time (a current copy of which is attached hereto). Before providing the requested records, the Association will require that the Owner remit such estimated amount to the Association. The Association will provide a final invoice to the Owner on or before the 30th business day after the records are provided by the Association. If the final invoice includes additional amounts due from the requesting party, the additional amounts, if not reimbursed to the Association before the 30Ih business day after the date the invoice is sent to the Owner, may- be added to the Owner's account as an assessment. If the estimated costs exceeded the final invoice amount, the Owner is entitled to a refund, and the refund shall be issued to the Owner not later than the 30tN business day after the date the final invoice is sent to the Owner.

3.

Period of Inspection. Within ten (10) business days from receipt of the written request, the Association must either: (1) provide the copies to the Owner; (2) provide available inspection dates; or (3) provide written notice that the Association cannot produce the documents within the ten (10) business days along with either: (1). another date within an additional fifteen (15) business days on which the records may either be inspected or by which the copies will be sent to the Owner; or -(ii) a notice that after a diligent search, the requested records are missing and cannot be located.

4.

Records Retention. The Association shall keep the following records for ,at least the time periods stated below: a.

PERMANENT: The Articles of Incorporation, the Bylaws and the Master Declaration, any and all other governing documents, guidelines, rules, regulations 35 BOOT RANC f RECORDS INSPECTION, COPYING AND RIUENTION POLICY

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and policies and all amendments thereto Recorded in the property records to be effective against any Owner and/or Member of the Association. b.

FOUR (4) YEARS: Contracts with a term of more than one (1) year between the Association and a third party. The four (4) year retention term begins upon expiration of the contract term.

c.

FIVE (5) YEARS: Account records of each Owner. Account records include debit and,credit entries associated with amounts due and payable by the Owner to the Association and written or electronic records related to the Owner and produced by the Association in the ordinary course of business.

d.

SEVEN (7) YEARS: Minutes of all meetings of the Board and the Owners,

e.

SEVEN (7) YEARS: Financial books and records produced in the ordinary course of business, tax returns and audits of the Association.

f.

GENERAL RETENTION INSTRUCTIONS: "Permanent" means records which are not to be destroyed. Except for contracts with a term of one (1) year or more (See item 4.b. above), a retention period starts on the last day of the year in which the record is created and ends on the last day of the year of the retention period. For example, if a record is created on June 14, 2016, and the retention period is five (5) years, the retention period begins on December 31, 2016 and ends on December 31, 2021. If the retention period for a record has elapsed and the record will be destroyed, the record should be shredded or otherwise safely and completely destroyed. Electronic files should be destroyed to ensure that data cannot be reconstructed from the storage mechanism on which the record resides.

5.

Confidential Records. As determined in the discretion of the Board, certain Association records may be kept confidential such as personnel files, Owner account or other personal information (except addresses) unless the Owner requesting the records provides a court order or written authorization from the person whose records are sought.

Attorney Files. Attorney's files and records relating to the Association (excluding invoices 6. requested by an Owner pursuant to Texas Property Code Section 209.008(d)), are not records of the Association and are not: (a) subject to inspection by the Owner; or (b) subject to production in a legal proceeding. If a document in an attorney's files and records relating to the Association would be responsive to a legally authorized request to inspect or copy Association documents, the document shall be produced by using the copy from the attorney's files and records if the Association has not maintained a separate copy of the document. The Association is not required under any circumstance to produce a document for inspection or copying that constitutes attorney work product or that is privileged as an attorney-client communication.

7.

Presence of Board Member or Manager; No Removal. At the discretion of the Board or the Association's Manager, certain records may only be inspected in the presence of a Board member or employee of the Association's Manager. No original records may be removed from the office without the express written consent of the Board.

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TEXAS ADMINISTRATIVE CODE TITLE 1, PART 3, CHAPTER 70 RULE ยง70.3 - CHARGES FOR PROVIDING COPIES OF PUBLIC INFORMATION

The charges in this section to recover costs associated with providing copies of public information (a) are based on estimated average costs to governmental bodies across the state. When actual costs are 25% higher than those used in these rules, governmental bodies other than agencies of the state, may request an exemption in accordance with 570.4 of this title (relating to Requesting an Exemption). (b)

Copy charge.

(1) Standard paper copy. The charge for standard paper copies reproduced by means of an office machine copier or a computer printer is $.10 per page or part of a page. Each side that has recorded information is considered a page.

(2) Nonstandard copy. The charges in this subsection are to cover the materials onto which information is copied and do not reflect any additional charges, including labor, that may be associated with a particular request. The charges for nonstandard copies are: (A) Diskette-41.00; (B) Magnetic tape--actual cost; (C) Data cartridge--actual cost; (D) Tape cartridge--actual cost; (E) Rewritable CD (CD-RW)--$1.00; (F) Non-rewritable CD (CD-R)--$1.00; (G) Digital video disc (DVD)--$3.00; (H) JAZ drive--actual cost; (I) Other electronic media--actual cost; Cl) VHS video cassette--$2.50; (K) Audio cassette--$1.00; (L) Oversize paper copy (e.g.: 11 inches by 17 inches, greenbar, bluebar, not including maps and photographs using specialty paper--See also ยง70.9 of this title)--$.50; (M) Specialty paper (e.g.: Mylar, blueprint, blueline, map, photographic--actual cost.

Labor charge for programming. If a particular request requires the services of a programmer in order (c) to execute an existing program or to create a new program so that requested information may be accessed and copied, the governmental body may charge for the programmer's time.

(1) The hourly charge for a programmer is $28.50 an hour. Only programming services shall be charged at this hourly rate.

(2) Governmental bodies that do not have in-house programming capabilities shall comply with requests in accordance with 5552.231 of the Texas Government Code.

(3) If the charge for providing a copy of public information includes costs of labor, a governmental body shall comply with the requirements of ยง552.261(b) of the Texas Government Code. (d)

Labor charge for locating, compiling, manipulating data, and reproducing public information.

37 BOOT RANCH RECORDS INSPECTION, COPYING AND RETENTION POLICY

A US 536537696v1

(1) The charge for labor costs incurred in processing a request for public information is $15 an hour.

The labor charge includes the actual time to locate, compile, manipulate data, and reproduce the requested information.

(2) A labor charge shall not be billed in connection with complying with requests that are for 50 or fewer pages of paper records, unless the documents to be copied are located in: (A) Two or more separate buildings that are not physically connected with each other; or (B) A remote storage facility.

(3) A labor charge shall not be recovered for any time spent by an attorney, legal assistant, or any other person who reviews the requested information: (A) To determine whether the governmental body will raise any exceptions to disclosure of the requested information under the Texas Government Code, Subchapter C, Chapter 552; or (B) To research or prepare a request for a ruling by the attorney general's office pursuant to ยง552.301 of the Texas Government Code.

(4) When confidential information pursuant to a mandatory exception of the Act is mixed with public information in the same page, a labor charge may be recovered for time spent to redact, blackout, or otherwise obscure confidential information in order to release the public information. A labor charge shall not be made for redacting confidential information for requests of 50 or fewer pages, unless the request also qualifies for a labor charge pursuant to Texas Government Code, ยง552.261(a)(1) or (2).

(5) If the charge for providing a copy of public information includes costs of labor, a governmental body shall comply with the requirements of Texas Government Code, Chapter 552, ยง552.261(b).

(6) For purposes of paragraph (2)(A) of this subsection, two buildings connected by a covered or open sidewalk, an elevated or underground passageway, or a similar facility, are not considered to be separate buildings. (e)

Overhead charge.

(1) Whenever any labor charge is applicable to a request, a governmental body may include in the charges direct and indirect costs, in addition to the specific labor charge. This overhead charge would cover such costs as depreciation of capital assets, rent, maintenance and repair, utilities, and administrative overhead. If a governmental body chooses to recover such costs, a charge shall be made in accordance with the methodology described in paragraph (3) of this subsection. Although an exact calculation of costs will vary, the use of a standard charge will avoid complication in calculating such costs and will provide uniformity for charges made statewide.

(2) An overhead charge shall not be made for requests for copies of 50 or fewer pages of standard paper records unless the request also qualifies for a labor charge pursuant to Texas Government Code, ยง552.261(a) (1) or (2).

(3) The overhead charge shall be computed at 20% of the charge made to cover any labor costs associated with a particular request. Example: if one hour of labor is used for a particular request, the formula would be as follows: Labor charge for locating, compiling, and reproducing, $15.00 x .20 = $3.00; or Programming labor charge, $28.50 x .20 = $5.70. If a request requires one hour of labor charge for locating, compiling, and reproducing information ($15.00 per hour); and one hour of programming labor charge ($28.50 per hour), the combined overhead would be: $15.00 + $28.50 = $43.50 x .20 = $8.70. (f)

Microfiche and microfilm charge.

(1) If a governmental body already has information that exists on microfiche or microfilm and has copies available for sale or distribution, the charge for a copy must not exceed the cost of its reproduction. If no copies of the requested microfiche or microfilm are available and the information on the microfiche or microfilm can be released in its entirety, the governmental body should make a copy of the microfiche or 38 BOOT RANCH RIX:ORDS INSPECTION, COPYING ANI) RffIENTION POLICY AUS 536537696v1

microfilm. The charge for a copy shall not exceed the cost of its reproduction. The Texas State Library and Archives Commission has the capacity to reproduce microfiche and microfilm for governmental bodies.

Governmental bodies that do not have in-house capability to reproduce microfiche or microfilm are encouraged to contact the Texas State Library before having the reproduction made commercially.

(2) If only a master copy of information in microfilm is maintained, the charge is $.10 per page for standard size paper copies, plus any applicable labor and overhead charge for more than 50 copies.

(g)

Remote document retrieval charge.

(1) Due to limited on-site capacity of storage documents, it is frequently necessary to store information that is not in current use in remote storage locations. Every effort should be made by governmental bodies to store current records on-site. State agencies are encouraged to store inactive or noncurrent records with the Texas State Library and Archives Commission. To the extent that the retrieval of documents results in a charge to comply with a request, it is permissible to recover costs of such services for requests that qualify for labor charges under current law.

(2) If a governmental body has a contract with a commercial records storage company, whereby the private company charges a fee to locate, retrieve, deliver, and return to storage the needed record(s), no additional labor charge shall be factored in for time spent locating documents at the storage location by the private company's personnel. If after delivery to the governmental body, the boxes must still be searched for records that are responsive to the request, a labor charge is allowed according to subsection (d)(1) of this section. (h)

Computer resource charge.

(1) The computer resource charge is a utilization charge for computers based on the amortized cost of acquisition, lease, operation, and maintenance of computer resources, which might include, but is not limited to, some or all of the following: central processing units (CPUs), servers, disk drives, local area networks (LANs), printers, tape drives, other peripheral devices, communications devices, software, and system utilities.

(2) These computer resource charges are not intended to substitute for cost recovery methodologies or charges made for purposes other than responding to public information requests.

(3) The charges in this subsection are averages based on a survey of governmental bodies with a broad range of computer capabilities. Each governmental body using this cost recovery charge shall determine which category(ies) of computer system(s) used to fulfill the public information request most closely fits its existing system(s), and set its charge accordingly. Type of System--Rate: mainframe--$10 per CPU minute; Midsize--$1.50 per CPU minute; Client/Server--$2.20 per clock hour; PC or LAN--$1.00 per clock hour.

(4) The charge made to recover the computer utilization cost is the actual time the computer takes to execute a particular program times the applicable rate. The CPU charge is not meant to apply to programming or printing time; rather it is solely to recover costs associated with the actual time required by the computer to execute a program. This time, called CPU time, can be read directly from the CPU clock, and most frequently will be a matter of seconds. If programming is required to comply with a particular request, the appropriate charge that may be recovered for programming time is set forth in subsection (d) of this section. No charge should be made for computer print-out time. Example: If a mainframe computer is used, and the processing time is 20 seconds, the charges would be as follows: $10 / 3 = $3.33; or $10 / 60 x 20 = $3.33.

(5) A governmental body that does not have in-house computer capabilities shall comply with requests in accordance with the 5552.231 of the Texas Government Code. (i) Miscellaneous supplies. The actual cost of miscellaneous supplies, such as labels, boxes, and other supplies used to produce the requested information, may be added to the total charge for public information.

39 BOOT RANCH RECORDS INSPECTION, COPYING AND RETENTION POI .ICY AUS 536537696v1

Postal and shipping charges. Governmental bodies may add any related postal or shipping expenses (j) which are necessary to transmit the reproduced information to the requesting party.

Sales tax. Pursuant to Office of the Comptroller of Public Accounts' rules sales tax shall not be (k) on charges for public information (34 TAC, Part 1, Chapter 3, Subchapter 0, 53.341 and 53.342). added Miscellaneous charges: A governmental body that accepts payment by credit card for copies of public (1) information and that is charged a "transaction fee" by the credit card company may recover that fee.

(m)

These charges are subject to periodic reevaluation and update.

Source Note: The provisions of this 570.3 adopted to be effective September 18, 1996, 21 TexReg 8587; amended to be effective February 20, 1997, 22 TexReg 1625; amended to be effective December 3, 1997, 22 TexReg 11651; amended to be effective December 21, 1999, 24 TexReg 11255; amended to be effective January 16, 2003, 28 TexReg 439; amended to be effective February 11, 2004, 29 TexReg 1189; transferred effective September 1, 2005, as published in the Texas Register September 29, 2006, 31 TexReg 8251; amended to be effective February 22, 2007, 32 TexReg 614

40 BOOT RANG [-I RECORDS INSPECTION, COPYING AND RETENTION POLICY A US 536537696v1

ATTACHMENT 6 BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. STATUTORY NOTICE OF POSTING AND RECORDATION OF ASSOCIATION GOVERNING DOCUMENTS Terms used but not defined in this policy will have the meaning subscribed to such terms in that certain Second Amended and Restated Declaration of Governance for Boot Ranch recorded in the Official Public Records of Gillespie County, Texas, as the same may be amended from time to time (the "Master Declaration").

Dedicatory Instruments. As set forth in Texas Property Code Section 202.001, 1. "dedicatory instrument" means each document governing the establishment, maintenance or operation of a residential subdivision, planned unit development, condominium or townhouse regime, or any similar planned development. The term includes the Master Declaration, the Development Area Declaration, or any similar instrument subjecting real property to: (a) restrictive covenants, bylaws, or similar instruments governing the administration or operation of a property owners association; (b) properly adopted rules and regulations of the property owners association; or (c) all lawful amendments to the covenants, bylaws, instruments, rules, or regulations. The term "dedicatory instrument" is referred to in this notice and the Master Declaration as the "Documents."

Recordation of All Documents. The Association shall file all of the Documents in the real 2. property records of each county in which the property to which the Documents relate is located. Any dedicatory instrument comprising one of the Documents of the Association has no effect until the instrument is filed in accordance with this provision, as set forth in Texas Property Code Section 202.006.

Online Posting of Documents. The Association shall make all of the Recorded 3.

Documents relating to the Association or Development available on a website if the Association or a management company, on behalf of the Association, maintains a publicly accessible website.

41 BOOT RANCH AMENDED AND RESTATED STATUTORY NOTICE REGARDING POSTING AND RECORDING OF DOCUMENTS AUS 536537696v1

ATTACHMENT 7 BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. AMENDED AND RESTATED EMAIL REGISTRATION POLICY Terms used but not defined in this policy will have the meaning subscribed to such terms in that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded in the Official Public Records of Gillespie County, Texas, as the same may be amended from time to time (the "Master Declaration").

1.

Purpose. The purpose of this Email Registration Policy is to facilitate proper notice of annual and special meetings of members of the Association pursuant to Section 209.0051(e) of the Texas Property Code.

Email Registration. Should the owner wish to receive any and all email notifications of 2. annual and special meetings of members of the Association, it is the owner's sole responsibility to register his/her email address with the Association and to continue to keep the registered email address updated and current with the Association. In order to register an email address, the owner must provide their name, address, phone number and email address through the method provided on the Association's website, if any, and/or to the official contact information provided by the Association for the community manager.

Failure to Register. An owner may not receive email notification or communication of 3. annual or special meetings of members of the Association should the owner fail to register his/her email address with the Association and/or properly and timely maintain an accurate email address with the Association. Correspondence to the Association and/or Association manager from an email address or by any method other than the method described in No. 2 above will not be considered sufficient to register such email address with the Association.

4.

Amendment. The Association may, from time to time, modify, amend, or supplement this Policy or any other rules regarding email registration.

42

Boar RANCH AMENDED AND RESTATED EMAIL REGISTRATION POLICY A US 536537696v1

ATTACHMENT 8 BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. OAK WILT POLICY

I.

Oak Wilt A.

Disclosure of Information Regarding Oak Wilt.

Oak Wilt is a disease that has long been recognized as causing massive tree losses in the Texas Hill Country. It has now been identified in 55 Texas counties. Losses vary with location, with the greatest losses occurring in the Hill Country. A management program has been developed through Texas A&M University which involves the use of cultural and chemical controls. Live oak, Shumard red oak, Southern red oak, Spanish oak, blackjack oak, pin oak and water oak are native oak species that are susceptible to the oak wilt fungus. They are members of the red oak group and will normally die in a few weeks to months after symptoms are observed. Members of the white oak group, including Bur oaks, white oaks and post oaks, rarely become infected. They have a high level of resistance and, when infected, seldom die.

B. Identification. Foliar symptoms can be identified from yellowing or browning of veins of the leaves. Additionally, veinal necrosis, interveinal chlorosis and tipburn are also symptoms of oak wilt. For further identification information, see Texas Cooperative Extension TAMU System Tubakia Leaf Spots on Oaks leaflet, attached hereto as Exhibit "B". Upon identification, either by self-diagnosis or notification by the Association, an Owner must follow the procedures set forth in this policy to prevent the spread of Oak Wilt.

C.

Treatment/Prevention.

Isolation. In order to prevent the transmission of Oak Wilt, an Owner shall create a (1) barrier by digging a trench of a minimum depth of 48" in order to isolate the infected tree.

Treatment. Owner shall either remove the dead/infected tree or shall be chemically (2) treated at the sole discretion of a recommended arborist professional.

Pruning. Oak tree pruning is prohibited from February 1st to June 30th as this is the (3) period in which trees are most at risk of infection. Pruning of trees shall be performed when possible from July 1st to January 1st. Pruned trees and/or wounds shall be immediately protected with tree paint (approved example: Treekote Tree Compound). Additionally, it is recommended that pruning tools and blades be sterilized prior to and in between cutting any oak trees as a precaution.

Firewood. Firewood originating from oak trees shall be stored away from healthy (4) trees to prevent the spread of the disease. It is recommended the firewood be covered and sealed by a clear plastic to prevent disease-baring insects from escaping.

II.

Enforcement.

A. Parties. In accordance with the terms and provisions of the Documents for Boot Ranch, as defined under Second Amended and Resia red Declaration of Governance for Boot Ranch recorded under Document No. 20160757, Official Public Records of Gillespie County, Texas, as amended (the "Master Declaration"), any Owner at such Owner's own expense, Boot Ranch Holdings, LLC, a Delaware limited liability company (the "Sponsor") and Boot Ranch Property Owner's Association, Inc. (the "Association") each and all have the right to enforce the provisions of this policy.

43 A US 536537696v1

BOOT RANCH OAK WILT 1, 01.ICY

Interpretation. In the event of any dispute regarding the effect or application of this policy, B. the interpretation of the Board of the Association will be final.

C. Nuisance. Every act or omission whereby any provision of this policy is violated, in whole or in part, is hereby declared to be a nuisance and may be enjoined or abated by any Owner of a Lot (at such Owner's own expense), Sponsor, the Association, or Gillespie County or other applicable governmental authority.

Self-Help. Any Owner who fails to undertake the requirements set forth herein resulting in D. trees on an Owner's Lot in violation of this policy or may be treated for Oak Wilt by the Association, who has the authority to enter into and upon an Owner's Lot to treat such trees and the cost of which shall be at the expense of the Owner as permitted under Section 3.08(e) of the Master Declaration and other applicable provisions of the Documents, including the Fine and Enforcement Policy set forth in this Policy Manual for the Association. The Association expressly disclaims any liability for damage to property on which the Association exercises this self-help remedy as further set forth in the Master Declaration.

E. Fines. The Association may impose fines for violation of the provisions of this policy pursuant to the provisions and procedures of the Association's Fine and Enforcement Policy.

F. Legal Action. The Association may initiate, defend or intervene in any action or lawsuit brought to enforce any provision of this policy, and may seek recovery for damages for and injunctive relief against the breach of any provision hereof and may recover attorney's fees and costs associated with such action or lawsuit.

Any questions regarding this policy should be directed to the Association's community manager.

44 A US 536537696v1

BOOT RANCH OAK WILT POLICY

EXHIBIT "B"

tr.= •

Texas Cooperative

E

Texas A&M Dallas Research and Extension Gaiter 17360 Coit Road Dallas, TX 75252

The Teas A&M University System

Tubakia (Actinopelte) Leaf Spot on Oaks This disease can occur on many species of oak, but are most prevalent on red oaks.

CAUSAL AGENT Tubakia (formerly known as Actinopelte) dryina (fungus) The fungus survives over the winter in affected twigs and foliage. In the following growing year, overwintering spores of this fungus are disseminated by wind and rain-splashing.

SEVERE TONS ENVIRONMENTAL CONDITIONS on RED OAK This disease is most severe in late summer and early fall. This disease is more prevalent during years that are wet. Also, this disease often occurs on oak trees that are under various stresses such as nutritional deficiencies, in particular iron deficiency. Newly transplanted trees are more susceptible to attacks by this fungus than well-established trees.

SYMPTOMS Leaf spots are circular in shape with a diameter of 'A - th inches, and are dark to reddish brown in color. Spots may coalesce to form irregular blotches. Spots are also typically surrounded by a chlorotic (yellowing) halo. Severe infected leaves prematurely defoliate.

MANAGEMENT Determine the stress factors that may be predisposing the oak tree to this fungal pathogen. If possible, correct the conditions to minimize stress on the tree. With newly transplanted tree, ensure proper mulching and fertilization to encourage establishment.

Infected leaves should be collected and destroyed to minimize the spread of the disease. Removal of some branches to increase air movement will also help minimize incidences of tubakia leaf spot. Trees that are severely defoliated by this fungus should be fertilized slightly more than normal to stimulate new growth. Although chemical treatments are not warranted, several broad spectrum fungicides are available for use as a preventative measure. For more information, please contact your local Extension county agent.

Dr. Kevin Ong, Assistant Professor and Extension Plant Pathologist Texas Cooperative Extension; The Texas A&M University System.

August 27, 2002

Agriculture and Natural Resources • Family and Consumer Sciences • 4-I-I and Youth Development • Community Development Extension programs serve people of all ages regardless of socioeconomic level, race, color, sex, religion, disability, or national origin.

The Texas A&M University System, U.S. Department of Agriculture, and the County Commissioners Courts of Texas Cooperating A member of the Texas A&M University System and its statewide Agriculture Program

45 AUS 536537696v1

BOOT RANCH OAK WILT POLICY

FILED AND RECORDED OFFICIAL PUBLIC RECORDS

(7)1

d9L4'-

Ma y Lynn Rusche, County Clerk Gillespie County, Texas November 21, 2016

09:43:39 AM

FEE: $216.00 CCHEESEMAN20165722 AFF

III=;a:.

11111111

20173831

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. DLA PIPER LLP (US) 401 Congress Ave., Ste 2500 Austin, Texas 78701 carey.venditti@dlapiper.com

DLA PIPER

MANAGEMENT CERTIFICATE FOR BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. The undersigned, being an officer of Boot Ranch Property Owner's Association, Inc., and in accordance with Section 209.004 of the Texas Property Code, does hereby certify as follows: 1.

The name of the subdivision: Boot Ranch

2.

The name of the association: Boot Ranch Property Owner's Association, Inc., a Texas nonprofit corporation

3.

The recording data for the subdivision: All Lots set forth in that plat entitled, Plat of Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 3, Pages 163-166, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lot Nos. 13, 14, 15, 16, 17, 26, 33, 35, 37, 38, 39, 40, 41, 43, 44, 48, 49, 50, 50-B, 54, 56, 57, 60, 63, 64, 65, 66, 67 and Boot Ranch Circle of Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 15-22, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lot Nos. 1-5, 8-10, 11, 12, 14, 18, 21-23, 27-30, 34, 37, 38, 40, 41-42, 47, 50, 50B, 53, 56, 62-65, and 85 Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 36-39, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 39, 40, 43, 48, 51, 52, 54, 55, 57, 59, 60, 81, 82, 83, 87, 92, 93, 95, 103, 104, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 129-133, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 19, 20, 48R, 55R, 57R, 58, 66, 67, 68, 69, 70, 80, 81R, 91, 96-97, 102, 108, 109, 200-202, 208-212, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 176-179, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat of Lots No. 98 & 99, Boot Ranch, Phase 1, Subdivision into Lot 99R, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 197, Official Public t Records of Gillespie County, Texas; as amended by that plat entitled, A Replat of Lots 51R & 90 in Boot Ranch, a Plat of Record in Vol. 4, Pg. 36 of the Gillespie County Plat Records, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Page 3, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 66A, 66B, 66C, 67R, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in 1 BOOT RANCH MANAGEMENT CERTIFICATE

WEST \14/ 276619471.3

Volume 5, Page 5, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 3, 4, 8, 70A, 70B, 85, 101, 102A, 102B, 301, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 10-12, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 35, 79, Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 26, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 76, 77 Boot Ranch, Phase 1 Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 53, Official Public Records of Gillespie County, Texas, as amended by that plat entitled, A Replat for Lots 50 and 53 Boot Ranch, Phase 1 Subdivision into Lot 53R, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 67, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 96A and 96B Boot Ranch, Phase 1 Subdivision into Lot 96R, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 68, Official Public Records of Gillespie County, Texas; as amended by that plat entitled, A Replat for Lots 55R 57RA 57RB, 58A, 58B, 59R, and 91B; including a portion of Boot Ranch Ridge East and a Portion of that certain 2051.387 acre tract recorded in Document Number 20153665, situated in Gillespie County, Texas, according to the map or plat of record in Volume 5, Pages 75, Official Public Records of Gillespie County, Texas.

Lot No. 105, 106, 107, Boot Ranch, Phase 1A Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 41-42, Official Public Records of Gillespie County, Texas; as amended by that plat entitled A Replat for Lot 105 Boot Ranch, Phase 1A Subdivision, situated in Gillespie County, Texas, according to the map or plat of record in Volume 4, Pages 128, Official Public Records of Gillespie County, Texas.

4.

The recording data for the declaration: (a) Second Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20160757, Official Public Records of Gillespie County, Texas Boot Ranch First Amendment to the Second Amended and Restated Declaration (b) of Governance for Boot Ranch, recorded under Document No. 20165684, Official Public Records of Gillespie County, Texas (c) Boot Ranch Adoption of Working Capital Assessment, recorded under Document No. 20160760, Official Public Records of Gillespie County, Texas (d) Boot Ranch Development Area Declaration [Single-Family Residential], recorded under Document No. 20160759, Official Public Records of Gillespie County, Texas (e) Boot Ranch Architectural Design Guidelines, recorded under Document No. 20154928, Official Public Records of Gillespie County, Texas Boot Ranch Supplemental Architectural Design Guidelines [Cabin Lots', recorded (f) under Document No. 20161985, Official Public Records of Gillespie County, Texas.

2 BOOT RANCH MANAGEMENT CERTIFICATE WEST \276619471.3

Boot Ranch Notice of Sponsor Appointment of the Members of the Boot Ranch (g) Architectural Review Board, recorded under Document No. 20161402, Official Public Records of Gillespie County, Texas Boot Ranch Notice of Sponsor Delegation of Authority to Amend and lement the Architectural Design Guidelines, recorded under Document No. 20161929, Official Public Records of Gillespie County, Texas

(h) Su

(i) Boot Ranch Policy Manual, recorded under Document No. 20165722, Official Public Records of Gillespie County, Texas 5.

The name and mailing address of the association: Boot Ranch Property Owner's Association, Inc., a Texas nonprofit corporation, 77 Boot Ranch Circle, Fredericksburg, Texas 78624.

6.

The mailing address of the person managing the association: 77 Boot Ranch Circle, Fredericksburg, Texas 78624.

3 BOOT RANCH MANAGEMENT CERTIFICATE WEST \ 276619471.3

This Certificate is effective as of the 2.1\-c ay of

AiOr.)

, 2017.

BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC., a Texas nonprofit corporation By: Name: Title: THE STATE OF TEXAS COUNTY OF

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This instrument was acknowledged before me on this 2by M â&#x20AC;¢ r)( ,(0 tv(0-4; n1 Owner's Association, Inc., a Texas nonprofit corporation, on behalf o

day of

kqi\Vc3r" , 2017, of noot Ranch Property fit corporation.

Notary Public Signatu [SEAL]

4 BOOT RANCH MANAGEMENT CERTIFICATE WEST\276619471.3

FILED AND RECORDED OFFICIAL PUBLIC RECORDS

al Mary Lynn Rusche, County Clerk Gillespie County Texas August 04, 2017 01:34:49 PM FEE: $32.00 CERTIF

CCHEESEMAN

20173831

11

4 PGS NOT

20161403

M GreenbergTraurig

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. GREENBERG TRAURIG, LLP 300 West 6'1' Street, Suite 2050 Austin, Texas 78701 Email: vendittic@gtlaw.com

NOTICE OF SPONSOR APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. Gillespie County, Texas

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to First Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20113029 of the Official Public Record of Gillespie County, Texas.

AUS536462528v2 - 162171.010100

L NOTICE OF SPONSOR APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. This Notice of Sponsor Appointment of the Members of the Board of Directors of the Boot Ranch Property Owner's Association, Inc. (the "Notice") is made and executed by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"), and is as follows: 1.

Board of Directors. Sponsor is the Class "B" Member under the terms and provisions of that certain First Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20113029 of the Official Public Record of Gillespie County, Texas (the "Master Declaration"). Pursuant to Section 3.3 of the Bylaws of the Boot Ranch Property Owner's Association, Inc., a Texas nonprofit corporation (the "Association"), the Class "B" Member currently has the right to appoint and remove all members of the Board of Directors (the "Board") of the Association since the Class "B" membership has not expired.

Appointment. The Sponsor hereby appoints the following persons to the Board of 2.

Directors of the Association: Craig Martin David Blom Cade Emerson Lynn Sample The Sponsor hereby revokes all prior appointments to the Board.

Ratification of Past Acts. Sponsor hereby ratifies, confirms, and approves all past 3. decisions, conduct and actions of the Board of Directors of the Association and of each and every officer of the Association, from and after October 20, 2015, up to and including the date this instrument is recorded in the Official Public Records of Gillespie County, Texas, whether or not reflected in the minute book of the Association.

Capitalized Terms. Unless otherwise provided herein, all capitalized terms used but not 4. defined in this instrument shall have the meanings subscribed to such terms in the Master Declaration.

[SIGNATURE PAGE TO FOLLOW

2 AUS536462528v2 - 162171.010100

EXECUTED TO BE EFFECTIVE as of the 20th day of October, 2015.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

By: Printed Name: . Craig Martin Title: Authorized Signatory

THE STATE OF TEXAS

§

COUNTY OF DENTON f day of March, 2016, by D. Craig This instrument was acknowledged before me on this " Martin, Authorized Signatory of BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company, on behalf of said limited liability company.

Q.„ Notary Public, State of Texas

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FILED AND RECORDED OFFICIAL PUBLIC RECORDS Nary Lynn Rusche, County Clerk Gillespie County, Texas March 17, 2016

09:33:10 AM

FEE: $28,00 CCHEESEMAN NOT

20161403

BOOTRANCH BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. UNANIMOUS WRLITEN CONSENT OF THE BOARD OF DIRECTORS IN LIEU OF MEETING OF THE BOARD OF DIRECTORS

WHEREFORE, the undersigned, being all of the Directors of BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC., a Texas nonprofit corporation (the "Association"), do hereby consent, pursuant to Section 22.220 of the Texas Business Organizations Code and in lieu of the holding of a meeting of the Board of Directors, to the adoption of the following resolutions which have been determined to be in the best interest of the Association: 1. APPOINTMENT OF OFFICERS RESOLVED, that the previous officer appointments have been revoked and, pursuant to the Bylaws of the Association, the Directors do hereby appoint the following-named persons as officers of the Association for the office or offices set forth below opposite his or her name, to hold such office until their successor should be chosen and qualified in their stead, or until their earlier death, resignation, retirement, disqualification or removal from office: Craig Martin - President David Blom - Vice President Cade Emerson - Secretary Lynn Sample - Treasurer

2. RATIFICATION OF PAST ACTS RESOLVED, that all past decisions, conduct and actions of the Board of Directors and of each and every officer of the Association, from and after the date of the last annual meeting, up to and including the present date, and whether or not reflected in the minute book of the Association, are hereby ratified, confirmed and approved, and 3. FILING CONSENT

RESOLVED FURTHER, that Cade Emerson, as Secretary of the Association, is hereby authorized and directed to file this consent with the records of the Association.

the to

WITNESS WHEREOF, the undersigned have executed this consent as of and effective day of Oc-rWA , 2015.

AUS5364162562v2 - 162171.010100

Craig Martii

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David Blom, Director

Cade Emerson, Director

Lynn ample, Director

2

1111iii 1111111111 I

3 Pgs NOT

20186048

AFTER RECORDING RETURN TO: Carey Gunn Venditti, Esq. Jennifer Cook Purcell, Esq. DLA PIPER LLP (US) 401 Congress Ave., Ste 2500 Austin, Texas 78701 careysenditti@dlapiper.com

DLA PIPER

NOTICE OF SPONSOR APPOINTMENT OF DIRECTORS AND OFFICERS OF BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. Gillespie County, Texas

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company

Cross reference to Second Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20160757 of the Official Public Records of Gillespie County, Texas, as amended.

WEST \283772704.2

BOOTRANCH NOTICE OF SPONSOR APPOINTMENT OF DIRECTORS AND OFFICERS OF BOOT RANCH PROPERTY OWNER'S ASSOCIATION, INC. This Notice of Sponsor Appointment of Directors and Officers of Boot Ranch Property Owner's Association, Inc. (the "Notice") is made and executed by BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company (the "Sponsor"), and is as follows: 1.

Board of Directors. Pursuant to Section 3.04 of that certain Second Amended and Restated Declaration of Governance for Boot Ranch, recorded under Document No. 20160757 of the Official Public Records of Gillespie County, Texas, as amended (the "Declaration"), Sponsor currently has the sole right to appoint and remove all members of the Board of Directors (the "Board") and officers of the Boot Ranch Property Owner's Association, Inc., a Texas nonprofit corporation (the "Association") since such rights are being exercised during the Development Period (as such term is defined in the Declaration).

2.

Appointment of Board. Sponsor hereby appoints the following persons to the Board of Directors of the Association: Mark Enderle Craig Martin Cade Emerson Sponsor hereby revokes all prior appointments to the Board.

Appointment of Officers. Sponsor hereby appoints the following persons to officer 3. positions of the Association: Mark Enderle — President Craig Martin — Vice President Cade Emerson — Secretary Lynn Sample — Treasurer Sponsor hereby revokes all prior officer appointments.

4.

Ratification of Past Acts. Sponsor hereby ratifies, confirms, and approves all past decisions, conduct and actions of the Board and officers, up to and including the date this instrument is recorded in the Official Public Records of Gillespie County, Texas, and whether or not reflected in the records of the Association.

Capitalized Terms. Unless otherwise provided herein, all capitalized terms used but not 5. defined in this instrument shall have the meanings subscribed to such terms in the Declaration.

2 BOOT RANCH SPONSOR APPOINTMENT OF DIRECTORS AND OFFICERS WEST \283772704,2

EXECUTED TO BE EFFECTIVE as of the date this instrument s Recorded.

SPONSOR: BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company / [ By: [oli Printed ,Name: Ma It-Enderle Tide: Authorized Signatory _-- THE STATE OF ift,:triffir COUNTY OF

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This instrument was acknowledged before me on this g[77/ day of 117511/a rnb 0 r 2018,

by Mark Enderle, Authorized Signatory of BOOT RANCH HOLDINGS, LLC, a Delaware limited liability company, on behalf of said limited liability company.

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Mary Lynn Rusche, County Clerk Gillespie County Texas November 20, 2018 03:07:01 PM FEE: $24.00 NOT

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20186048

BOOT RANCH SPONSOR APPOINTMENT OF DIRECTORS AND OFFICERS