AMENDED BYLAWS OF ARTICLE I NAME AND LOCATION ARTICLE II DEFINITIONS

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1 EXHIBIT 111 AMENDED BYLAWS OF STONE MILL HOMEOWNERS ASSOCIATION, INC. DATED MARCH I, 1997 ARTICLE I NAME AND LOCATION Sec. 1, The name of the Association is STONE MILL HOMEOWNERS ASSOCIATION, INC., an Oklahoma corporation. The principal office of the corporation shall be located at 5645 South Mingo, Tulsa, in Tulsa County, Oklahoma, or as otherwise established by the Board of Directors. ARTICLE II DEFINITIONS See. 1~ The terms "Association", "Owner", "Properties", "Stone Mill", "Common Area", and "Lot" as used in these Bylaws shall have the meanings set forth in the Declaration of Covenants, Conditions and Restrictions relating to the STONE MILL, Plat No. 4987; and by the Deed of Dedication and Restrictive Covenants of STONE MILL, dated March 23, 1994, and recorded on Plat No (the "Declaration"). See. 2~ See. 3, "Member" shall mean and refer to the record owner of any Lot which is subject to assessment by the Association. "Member not-in-good-standing" shall mean those "Members" who have not paid their annual assessments when due; or are in violation of any Covenant or restriction set forth in the Declaration of Covenants, Conditions and Restrictions relating to the STONE MILL, Plat No. 4987, and by the Deed of Dedication and Restrictive Covenants of STONE MILL, dated March 23, 1994, and recorded on Plat No (the "Declaration") any amendments thereto and the Restrictive Covenants of all Annexed Lands; or are in violation of any rule or regulation adopted by the Board of Directors. Page 1 of 9

2 EXHIBIT 111 Sec. 4c "Director" shall mean each duly elected Officer of the Association as provided in these L Bylaws.? t O 1 See. 5, "Board of Directors" shall mean the group of all the Officers of the Association as provided in these Bylaws. ARTICLE Ill MEETING OF MEMBERS Sec. lc ANNUAL MEETINGS: There shall be an annual meeting during each calendar year of the Members held at such place and hour as may be fixed from time to time by the Board of Directors. A complete record of the acts and affairs of the Board of Directors will be presented at the Annual Meeting of Members. An election of Officers will be held at the Annual Meeting of Members. Sec. 2, SPECIAL MEETINGS: Special meetings of the Members may be called at any time by any member of the Board of Directors, or upon written request of the Members who are entitled to vote fifteen (1 5%) of the eligible votes of the Association. Sec. 3b NOTICE OF MEETINGS: Notice of every meeting of the Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by placing signs at all entrances and exits to STONE MILL and all annexed lands, or by publication in the Association's newsletter, not less than 10 ten days in advance of the meeting. The notice shall specify the place, day and hour of the meeting. In the case of a special meeting, the notice shall also state the purpose of the meeting. See. 4b VOTING RIGHTS: The record owner of any Lot which is subject to assessment by the Association shall be entitled to one vote for each Lot owned. a. Any Lot with a record owner that is a "Member not-in-good-standing" shall not be entitled a vote. b. When more than one person holds an interest in a Lot, the record owners of that lot must mutually agree to authorize one person to vote for all record owners of the lot. c. When more than one person holds an interest in a Lot and the record owners of that Lot can not mutually agree to authorize one person to vote for all record owners of the lot, then the vote that Lot is entitled to shall be null and void. d. Only one vote shall be cast for any Lot. Sec. 5b QUORUM: The presence of members or their proxies entitled to cast (15%) of the eligible votes of the Association shall constitute a quorum for the transaction of business, unless a different quorum is required by law, in which case the minimum required quorum shall constitute a quorum for the transaction of business. Page 2 of 9

3 EXHIBIT 111 Set. 6, PROXIES: At all meetings of the Members, each Member may vote in person or by proxy. All proxies must be in writing and filed with the secretary of the Association. Every proxy shall automatically cease upon conveyance of the Member's Lot. Sec. 7, NOMINATIONS, ELECTIONS AND VOTING PROCEDURES: a. Nominations for election of Officers to the Board of Directors shall be made by the nomination committee. Othenvise, nominations may be made from the floor at the annual meeting of the Members. b. Elections and voting on matters at any duly held meeting of the Members shall be by a call for Aye's and Nay's. In the event that a clear majority is not evident a call for a showing of hands shall be made. In the event that a clear majority is not evident a roll call of eligible votes or written ballots shall be taken to determine a precise vote count. See. 8, DECISIONS BY THE MEMBERS: Unless otherwise provided, every act or decision done or made by a majority of the votes at a duly held meeting of the Members at which a quorum is present, shall be regarded as an act of the Members of the Association. ARTICLE IV MANAGEMENT OF THE ASSOCIATION See. 1~ NUMBER: The affairs of this Association shall be managed by the Board of Directors of the Association. The number of Officers that constitute the Board of Directors shall be five. Sec. 2, REGULAR MEETINGS: Regular meetings of the Board of Directors shall be open to the public and held at least annually at such place and hour as may be fixed from time to time by the Board of Directors, without the necessity of M e r notice. See. 3, SPECIAL MEETINGS: Special Meetings of the Board of Directors shall be open to the public and may be called at any time by any member of the Board of Directors of the Association, after not less than ten days' notice to each Officer, unless waived in writing. Sec. 4, QUORUM: Three Directors shall constitute a quorum for the transaction of business. Page 3 of 9

4 EXHIBIT 111 Q- i Sec. 5c DECISIONS BY THE BOARD: Unless otherwise provided, every act or decision done or made by a majority of the votes at a duly held meeting of the Board of Directors at which a quorum is present. shall be regarded as an act of the Board of Directors. Sec. 6, ACTION WITHOUT A MEETING: Unless othenvise restricted, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee. See. 7, REMOVAL: Any Officer, may be removed from the Board of Directors, with or without cause, by majority vote at a meeting of the Members. Sec. 8, VACANCIES: In the event of death, resignation, or removal of an Officer, the position shall remain vacant until the next annual meeting of the members inwhich the position shall be filled. See. 9, COMPENSATION: No Officer shall receive compensation for any service rendered to the Association. However, any Officer may be reimbursed for actual expenses incurred in the performance of their duties. r 4 ARTICLE V Powers, Duties, and Restrictions of the Board of Directors See. 1, POWERS: The Board of Directors shall have the power to: a. Adopt and publish rules and regulations governing the use of the Common Areas, including any improvements and amenities located thereon, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof; b. Suspend the right of use of the Common Areas, including any improvements and amenities located thereon, for any "Member not-in-good-standing". c. Exercise for the Association all powers, duties and authority vested in or delegated to this Association not specifically reserved to the Members by other provisions of these Bylaws; the Articles of Association; the Declaration of Covenants, Conditions and Restrictions relating to the STONE MILL, Plat No. 4987; the Deed of Dedication and Restrictive Covenants of STONE MILL, dated March 23, 1994, and recorded on Plat No (the "Declaration") and any amendments thereto; and the Restrictive Covenants of all Annexed Lands. Page 4 of 9

5 EXHIBIT 111 d. Employ a manager, independent contractors, or other employees or contractors as it deems necessary, and to prescribe their duties. e. Establish committees and appoint committee chairpersons as it deems necessary. Sec. 2, DUTIES: It shall be the duty of the Board of Directors to: a. keep a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting of the Members upon written request of the Members who are entitled to vote fifteen (1 5%) of the eligible votes of the Association. b. to follow and enforce the Bylaws of the Association; the rules and regulations adopted by the Board of Directors; the Articles of Association; the covenants and restrictions set forth in the Declaration of Covenants, Conditions and Restrictions relating to the STONE MILL, Plat No and by the Deed of Dedication and Restrictive Covenants of STONE MILL, dated March 23, 1994, and recorded on Plat No (the "Declaration") any amendments thereto and the Restrictive Covenants of all Annexed Lands. c. to supervise all officers, agents and employees of this Association, and to see that their duties are performed. d. procure and maintain adequate liability and hazard insurance on property owned by the Association e. cause all officers or employees having financial responsibilities to be bonded, as it may deem appropriate f. prepare a budget for the ensuing fiscal year of the Association and present such budget to the Members at the Annual meeting of the Members. Sec. 3, RESTRICTIONS: The Board of Directors may not borrow funds unless approved by the Members of the Association as if it were a "Special Assessment for Capital Improvements" as defined in the Declaration of Covenants and Restrictions of Stone Mill. ARTICLE VI OFFICERS AND THEIR DUTIES Sec. 1, ENUMERATION OF OFFICES: The Officers of this Association shall be a President, President-Elect, Secretary, Treasurer, and a Members' Representative. See. 2, QUALIFICATION OF OFFICERS: The Officers of this Association shall be Members of the Association. No "Member not-in-good-standing" is eligible to be an officer of the Association. Page 5 of 9

6 EXHIBIT I11 Sec. 3, ELECTION OF OFFICERS: The election of officers shall take place at the annual meeting of the Members. ' ~ t Sec. 4, TERM OF OFFICE: Each Officer shall hold office until the next annual election and until such Officer's successor is duly elected and shall qualify, unless such officer resigns or is removed. Sec. 5, MULTIPLE OFFICES: No person may hold more than one office at the same time. Sec. 6, DUTIES: The duties of the Officers are as follows: a. President: The President shall hold office until the next annual election at which time the incumbent President-Elect shall become the President of the Association. The President shall be the chief executive officer of the Association and will preside at all meetings of the Members and of the Board; have general and active management of the business of the Association; see that all orders and resolutions of the Board of Directors are carried into effect; preside at all meetings of the Members and of the Board of Directors; have authority to sign all leases, mortgages, deeds and other written instruments of the Association; and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. b. President-Elect: The President-elect shall become the President of the Association upon the election of a successor President-elect. The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 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 whether they are "Members not-in-good-standing", prepare and execute certificates of assessment, setting forth whether the assessments on a specified Lot have been paid, attest and affix the seal of the Association to all leases, mortgages, deeds and other written instruments; and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. d. Treasurer: The Treasurer shall: i. maintain records reflecting the annual assessment by the Association to each Member and the related collections; ii. receive and deposit in appropriate bank accounts all monies of the Association and disburse these funds as directed by the Board of Directors or without a resolution of the Board of Directors when done in the ordinary course of business within the limits of the approved budget; iii. maintain the accounting records of the Association; Page 6 of 9

7 EXHIBIT I11. iv. prepare financial statements reflecting the financial position and transactions of the Association at the completion of each fiscal year and present such statements to the Members at the Annual meeting of the Members; v. prepare the budget for the ensuing fiscal year as approved by the Board of Directors and present such budget to the Members at the Annual meeting of the Members: vi. audit and review the accounting records of the predecessor-treasurer and if warranted recommend to the Board of Directors that an independent audit of the accounting records be made; vii. and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. e. Members' Representative: The Members' Representative shall coordinate a team of volunteers that will represent the Members of geographic specific sections of the platted Lots of the Association to the Board of Directors, and is responsible for delivering newsletters, notifications and communications to all Members of the Association; and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. ARTICLE VII BOOKS AND RECORDS See. lb The Declaration, Articles of Association, Bylaws, books, records and papers of the Association shall at all times, during reasonable business hours, be available for inspection by any Member at the principal ofice of the Association, where copies may be purchased at reasonable cost. ARTICLE Vlll AMENDMENTS Sec. 1, These Bylaws may be amended or repealed, or new bylaws may be adopted by the Members at a regular or special meeting of the Members. ARTICLE IX INDEMNIFICA TIOlV See. It To the extent and in the manner permitted by the laws of the State of Oklahoma, the Association shall indemnify any person, including such person's heirs and personal Page 7 of 9

8 EXHIBIT 111 representatives, who was or is a party or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal. administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact the such person is or was a director, officer, volunteer, committee member. employee or agent of the Association, shall be indemnified and held harmless by the Association against all judgments, fines. amounts paid on account thereof (whether in settlement or otherwise) and reimbursed for all expenses, including attorney's fees, judgments, actually and reasonably incurred by the person in connection with the defense of any action, suit, proceeding, or claim. whether or not the same proceeds to judgment, dismissal, settlement, or otherwise brought to a conclusion, provided that no person shall be indemnified, held harmless, or reimbursed for costs or expenses arising out of the person's dishonesty with the Association, their willful malfeasance or gross and reckless disregard of such person's duty. r' ARTICLE IX MISCELLANEOUS See. 1, Sec. 2, Sec. 3, See. 4, The fiscal year of the corporation shall be as fixed by the Board of Directors. The transition between the incumbent officers of the Association with the elected officers shall be determined by the Board of Directors, however the transition must take place within three months of the election. The Board of Directors may provide a suitable seal, containing the name of the Association, which seal shall be in the charge of the Secretary. The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. To the extent that these Bylaws are in conflict with any provision of the Declaration of Covenants Conditions and Restrictions relating to the STONE MILL, Plat No. 4987, the Declaration of Covenants shall control. To the extent that these Bylaws are in conflict with any provision of the Deed of Dedication and Restrictive Covenants of STONE MILL, dated March 23, 1994, and recorded on Plat No (the "Declaration") any amendments thereto and the Restrictive Covenants of all Annexed Lands, the Deed of Dedication and Restrictive Covenants shall control. Sec. 5c Notice of any meeting is deemed waived by a Member or Officer present at such meeting. See. 6, No transaction of the Association will be affected because a member, Director, Officer, or Committee member of the Association is interested in the transaction as long as such transactions are conducted at arms length and in good faith. Any such interested party Page 8 of 9

9 EXHIBIT 111 will not be liable to the Association for the person's profits on, or the ~ssociation's losses from, the transaction. Set. 7, See. 8, If any term, condition or provision of these Bylaws or the application thereof to any circumstance is determined to be in valid or unenforceable to any extent. the remaining provisions of these Bylaws shall not be affected but shall instead remain valid and hlly enforceable. Where appropriate in these Bylaws, words used in the singular shall include the plural and the words used in the masculine shall include the feminine. Sec. 9~ All article headings are inserted for convenience only and shall not affect any construction or interpretation of these Bylaws. Page 9 of 9

10 Stone Mill Amendment of Deed of Dedication and Restrictive Covenants This AMENDMENT made this 6th day of May, 1997, by Stone Mill Homeowners Association, Inc., an Oklahoma corporation (hereinafter referred to as "Association"). WITNESSTH: WHEREAS, certain covenants and restrictions applicable to the single family lots within the subdivision commonly known as Stone Mill, hereinafter referred to as the "Lots", and more particularly described as follows: Stone Mill, a subdivision in the City of Broken Arrow, Tulsa County, Oklahoma, according to the recorded plat (#4987) thereof; have heretofore been established by instrument entitled "Deed of Dedication and Restrictive Covenants" constituting the dedicatory instrument accompanying the plat of Stone Mill recorded as plat #4987 in the office of the County Clerk of Tulsa County, Oklahoma (Hereinafter referred to as the "Deed of Dedication"). WHEREAS, the Deed of Dedication made provision for amendment by the owners of seventy-five percent (75%) of the "Lots". WHEREAS, Association has on file fiom the First Annual Meeting of the Members of Stone Mill Homeowners Association, recorded proxies of more than seventy-five percent (75%) of the "Lots" within Stone Mill in favor of the following amendments. WHEREAS, certain restrictions established within the Deed of Dedication, applicable to the "Lots" should be amended to enhance the value and facilitate the marketing and maintenance of Stone Mill. THEREFORE: Association herein amends the Deed of Dedication as follows; 1. Subsection L. of Section III. FENCING is hereby amended as follows: "L. Fencing Interior fencing or walls shall not extend beyond the building lines on the front of the lot and, if a residence is built behind the front building line of a lot, no fence may extend beyond that point nearest the street at each end comer of the residence, provided however, on comer lots fencing may extend to within 12 1 /2 feet of the street right-of-way forming a side yard boundary of the lot. Fences shall be of wood, brick, stucco or stone. Chain link, barbed

11 wire, meshed and other metal fencing are prohibited. No fence shall exceed 6 feet in height. Notwithstanding the foregoing provisions, fence shall be constructed in accordance with the provisions of Subsection of Section 1 1 of Article VIII of the Broken Arrow Zoning Code." 2. Subsection N. of Section 111. ANTENNAS is hereby amended as follows: "N. Antennas Exterior television antennas, "CB" Radio antennas, or similar outside electronic reception devices shall be prohibited. However, satellite dishes or similar outside electronic reception devices with a twenty-one (2 1) inch or smaller diameter shall be permitted, provided it is attached to the residence and the top of such device does not exceed the height of the roof peak so as to not be readily visible. No residence shall be permitted to install more than two (2) satellite dishes with a twenty-one (21) inch or smaller diameter at any given time. Furthermore, a single satellite dish or similar outside electronic reception device that has a diameter that exceeds twenty-one (2 1) inches shall be permitted, provided the satellite dish is located within the back or side yard and fencing or year round natural landscaping is installed and maintained sufficient to shield its view from the street, common areas, and adjacent lots. The Architectural Committee may, in a particular instance and upon written request, approve a waiver of the foregoing restrictions, all such waivers must be in writing signed by the President of the homeowners' association provided in Section IV." 3. Subsection 0. of Section Ill. LOT MAINTENANCE is hereby amended as follows: "0. Lot Maintenance No inoperative vehicle, equipment or machinery shall be stored on any lot, or in the street in front of any lot. Each lot shall be maintained in a neat an orderly condition free of rubbish, trash and other debris and shall be cut, trimmed or mowed to prevent growth of weeds or tall grass. The homeowners' association provided in Section N, may render services or cause services to be rendered to correct any infractions of the foregoing restriction and assess the charges to the lot as additional homeowners' association dues which shall constitute a lien on the lot against which the assessment is made, provided the lot owner was given written notice of the infraction and fifteen (15) days to correct the infraction."

12 4. Subsection P. of Section 111. RECREATIONAL VEHICLES is hereby amended as follows: "P. Recreational Vehicles Boats, trailer, campers, and other large recreational equipment shall not be stored on any lot, except within an enclosed garage. However, visitors with non-resident owned recreational equipment may be stored on the residents driveway for a period not to exceed three (3) consecutive days or a total of fourteen (14) days out of each calendar year." 5. Subsection A. AMENDED LOTS of Section VI. STONE MILL BIUDGE is hereby created as follows: "A. Amended Lots The following described Lots shall hereinafter shall be referred to as "Stone Mill Bridge": Lots 1 thru 12, Block 7; Lots 1 and 2, Block 8; Lots 1 thru 8, Block 9; Lots 1 thru 5, Block 10; Lots 1 thru 8, Block 11; Lots 1 thru 25, Block 12; Lots 1 thru 9, Block 13; Lots 1 thru 3, Block 14; Lots 1 and 2, Block 15; Lots 1 and 2, Block 16. " 6. Subsection B. FLOOR AREA of Section VI. STONE MILL BRIDGE is hereby created as follows: "B. Floor Area Single story dwellings shall have a minimum of 1800 square feet of living area. Multi-story dwellings shall have a minimum of 2000 square feet of living, provided however, the first floor shall have a minimum of 1200 square feet of living. The computation of square feet of living area shall exclude garages, open spaces and breezeways." 7. Subsection C. ROOFING MATERIALS of Section VI. STONE MILL BRIDGE is hereby created as follows: "C. Roofing Materials Roofing shall be self-sealing composition roofing shingles (not less than 225# and weathered wood in color) and shall be equal or exceed the quality of the composition shingle known as "Heritage n", provided however, in the event that such roofing should hereinafter not be reasonably available, alternative roofing of

13 comparable quality shall be permitted upon the determination of the Architectural Committee that the proposed alternative is of comparable or better quality and of a design and color which is compatible with the roofing first above described." 8. Subsection D. MAILBOXES of Section VI. STONE MILL BRIDGE is hereby created as follows: "D. Mailboxes As long as mail service in Stone Mill is curbside, mailboxes including pedestals shall be of ornamental iron and of Victorian design and shall conform to a specific design to be adopted by the Architectural Committee. The mailbox shall be positioned so that the fiont face is approximately 6 inches in from the base of the curb and at least 2 feet from the "inside edge" of the driveway. "Inside edge" shall mean the edge of the driveway which borders the largest continuous lot area. The top of the mailbox shall be inches from ground level. " FURTHERMORE: Except as specifically above amended, the covenants and restrictions established by the Deed of Dedication and all Amendments thereto shall remain effective; provided however, in the event of any conflict or ambiguity, the provisions of this Amendment shall govern. IN WITNESS WHEREOF, Stone Mill Homeowners Association, Inc. has executed this instrument to be effective upon its proper recording in the office of the County Clerk of Tulsa County, Oklahoma. Stone Mill Homeowners Association, Inc., an ATTESTED Oklahoma Corporation (Seal) Secretary BY President STATE OF OKLAHOMA ) COUNTY OF TULSA ) S.S. 1 Subscribed and sworn to before me, the undersigned, on this day of? 1997, the parties personally appeared to me known to be the identical persons who executed the within and foregoing instrument, and acknowledged to me that they executed the same as their free and voluntary act and deed and as the free and voluntary act and deed of the Corporation,

14 Stone Mill Homeowners Association, Inc. for the purposes therein set forth and to have had ample time to read, understand, and seek professional advise as to the meaning and obligations of this instrument. GIVEN under my hand and seal the day and year last above written. NOTARY PUBLIC (NOTARY SEAL) My Commission expires:

15 Stone Mill Bridge I Amendment of Deed of Dedication and Restrictive Covenants This AMENDMENT made this 6th day of May, 1997, by Select Homesites, Inc., an Oklahoma corporation (hereinafter referred to as "Select"). WITNESSTH: WHEREAS, certain covenants and restrictions applicable to the single family lots within the subdivision commonly known as Stone Mill Bridge I, hereinafter referred to as the "Lots", and more particularly described as follows: Stone Mill Bridge I, a subdivision in the City of Broken Arrow, Tulsa County, Oklahoma, according to the recorded plat (#5095) thereof; have heretofore been established by instrument entitled "Deed of Dedication and Restrictive Covenants" constituting the dedicatory instrument accompanying the plat of Stone Mill Bridge I recorded as plat #I5095 in the office of the County Clerk of Tulsa County, Oklahoma (Hereinafter refemed to as the "Deed of Dedication"). WHEREAS, the Deed of Dedication made provision for amendment by the Owner/Developers during such period that the OwnerlDeveloper is the record owner of at least five (5) lots within Stone Mill Bridge I. WHEREAS, Select is the developer of Stone Mill Bridge I and is the owner of five or more lots within Stone Mill Bridge I. WHEREAS, certain restrictions established within the Deed of Dedication, applicable to the "Lots" should be amended to enhance the value and facilitate the marketing and maintenance of Stone Mill Bridge I. THEREFORE: Select herein amends the Deed of Dedication as follows; 1. Subsection 0. of Section 11. FENCMG is hereby amended as follows: "0. Fencing Interior fencing or wall shall not extend beyond the building lines on the front of the lot and, if a residence is built behind the front building line of a lot, no fence may extend beyond that point of nearest the street at each end comer of the residence, provided however, on comer lots fencing may extend to within feet of the street right-of-way forming a side yard boundary of the lot.

16 Fences shall be of wood, brick, stucco or stone. Chain link, barbed wire, meshed and other meal fencing are prohibited. No fence shall exceed 6 feet in h e w Notwithstanding the foregoing provisions, fence shall be constructed in accordance with the provisions of Subsection of Section 1 1 of Article VIII of the Broken Arrow Zoning Code." 2. Subsection P. of Section 11. ANTENNAS is hereby amended as follows: "P. Antennas Exterior television antennas, "CB" Radio antennas, or similar outside electronic reception devices shall be prohibited. However, satellite dishes or similar outside electronic reception devices with a twenty-one (21) inch or smaller diameter shall be permitted, provided it is attached to the residence and the top of such device does not exceed the height of the roof peak so as to not be readily visible. No residence shall be permitted to install more than two (2) satellite dishes with a twenty-one (21) inch or smaller diameter at any given time. Furthermore, a single satellite dish or similar outside electronic reception device that has a diameter that exceeds twenty-one (2 1) inches shall be permitted, provided the satellite dish is located within the back or side yard and fencing or year round natural landscaping is installed and maintained sufficient to shield its view from the street, common areas, and adjacent lots. The Architectural committee may, in a particular instance and upon written request, approve a waiver of the foregoing restrictions, all such waivers must be in writing signed by the President of the homeowners' association provided in Section 111." 3. Subsection Q. of Section 11. LOT MAINTENANCE is hereby amended as follows: "Q. Lot Maintenance No inoperative vehicle, equipment or machinery shall be stored on any lot, or in the street in front of any lot. Each lot shall be maintained in a neat an orderly condition free of rubbish, trash and other debris and shall be cut, trimmed or mowed to prevent growth of weeds or tall grass. The homeowners' association provided in Section 111, may render services or cause services to be rendered to correct any infractions of the foregoing restriction and assess the charges to the lot as additional homeowners' association dues which shall constitute a lien on the lot against which the assessment is made, provided the lot owner was given written

17 notice of the infraction and fifteen (1 5) days to correct the infraction." 4. Subsection R. of Section 11. RECREATIONAL VEHICLES is hereby amended as follows: "R. Recreational Vehicles Boats, trailer, campers, and other large recreational equipment shall not be stored on any lot, except within an enclosed garage. However, visitors with non-resident owned recreational equipment may be stored on the residents driveway for a period not to exceed three (3) consecutive days or a total of fourteen (14) days out of each calendar year. " FURTHERMORE: Except as specifically above amended, the covenants and restrictions established by the Deed of Dedication and all Amendments thereto shall remain effective; provided however, in the event of any conflict or ambiguity, the provisions of this Amendment shall govern. R\J WITNESS WHEREOF, Select Homesites, Inc. has executed this instrument to be effective upon its proper recording in the office of the County Clerk of Tulsa County, Oklahoma. ATTESTED Secretary s Select Homesites, Inc., an Oklahoma Corporation STATE OF OKLAHOMA ) ) S.S. COUNTY OF TULSA ) Subscribed and sworn to before me, the undersigned, on this day of fla 7, 1997, the parties personally appeared to me known to be the identical persons who executed the within and foregoing instrument, and acknowledged to me that they executed the same as their free and voluntary act and deed and as the free and voluntary act and deed of the Corporation,

18 Stone Mill Homeowners Association, Inc. for the purposes therein set forth and to have had ample time to read, understand, and seek professional advise as to the meaning and obligations of this instrument. GIVEN under my hand and seal the day and year last above written. (NOTARY SEAL) My Commission expires:

19 STONE MILL PUD 72 DEED OF DEDICATION AND RESTRICTIVE COVENANTS KNOW ALL MEN BY THESE PRESENTS: SELECT HOMESITES, INC., an Oklahoma corporation, hereinafter referred to as the "Owner/Developer", is the owner of the following described land in the City of Broken Arrow, Tulsa County, State of Oklahoma, to wit : Part of the Northwest Quarter (NW/4), Section 9, Township 18 North, Range 14 East of the Indian Base and Meridian according to the U.S. Government Survey thereof in the City of Broken Arrow, County of Tulsa, State of Oklahoma, more particularly described as follows: Beginning at a point on the West line of said (NW/4), said point lying feet South of the Northwest corner thereof; thence Due East and parallel to the North line of said NW/4 a distance of feet to a point, thence No degree 15'01"E and parallel to the West line of said NW/4 a distance of feet to a point, lying feet South of the North line thereof; thence Due East a distance of feet to a point on the West line of the Northeast Quarter of the Northwest Quarter (NE/4 NW/4) ; thence So degree 15'57"W along said West line a distance of feet to a point; thence Due East a distance of feet to a point; thence No degree 15'57"E a distance of feet to a point; thence Due East a distance of feet to a point; thence no degree 1St57"E a distance of feet to a point on the North line of said NW/4; thence Due East along said North line a distance of feet to a point lying feet West of the East line of said NW/4; thence So degree 16'53"W and parallel to said East line a distance of feet to a point on the South line of said NE/4 NW/4; thence N89 degree 59'07"W along said South line a distance of feet to the Southwest corner of said NE/4 NW/4; thence So degree 15'57"W along the East line of the West Half of the Northwest Quarter (W/2 NW/4) a distance of feet to the Southeast corner thereof; thence N89 degree 58'14"W along the South line of said W/2 NW/4 a distance of feet to the Southwest corner thereof; thence No degree 15'01"E along the West line of said W/2 NW/4 a distance of feet to the point of Beginning, containing acres more or less. and has caused the above described land to be surveyed, staked, platted and subdivided into lots, blocks, reserve areas and streets, in conformity with the accompanying plat, and has designated the subdivision as "STONE MILLw, a subdivision in the City of Broken Arrow, Tulsa County, Oklahoma.

20 SECTION I a Public Streets and General Utility Easements The Owner/Developer does hereby dedicate for public use the streets as depicted on the accompanying plat and does further dedicate for public use the utility easements as depicted on the accompanying plat as \\u.e." or "utility easement", for the several purposes of constructing, maintaining, operating, repairing, replacing, and/or removing any and all public utilities, including storm sewers, sanitary sewers, telephone and communication lines, electric power lines and transformers, gas lines, water lines and cable television lines, together with all fittings, including the poles, wires, conduits, pipes, valves, meters and equipment for each of such facilities and any other appurtenances thereto, with the rights of ingress and egress to and upon the utility easements for the uses and purposes aforesaid, provided however, the Owner/Developer hereby reserves the right to construct, maintain, operate, lay and re-lay water lines and sewer lines, together with the right of ingress and egress for such construction, maintenance, operation, laying and re-laying over, across and along all of the utility easements depicted on the plat, for the purpose of furnishing water and/or sewer services to the area included in the plat. The Owner/Developer herein imposes a restrictive covenant, which covenant shall be binding on each lot owner and shall be enforceable by the City of Broken Arrow, Oklahoma, and by the supplier of any affected utility service, that within the streets and utility easements depicted on the accompanying plat no building, structure or other above or below ground obstruction that interferes with the above set forth uses and purposes. of a street or easement shall be placed, erected, installed or maintained, provided however, nothing herein shall be deemed to prohibit drives, parking areas, curbing, landscaping and customary screening fences and walls. Loverhead lines for the supply of electric, telephone and cable television services may be located along the most Northerly, most Southerly, most Easterly and the most Westerly perimeter boundaries of the subdivision if located within the public street and utility easements herein established. Street light poles or standards may be served by overhead line or underground cable and elsewhere throughout the subdivision all supply lines including electric, telephone, cable television and gas lines shall be located underground in the easementways dedicated for general utility services and in the rights-of-way of the public streets and the private streets, as depicted on the accompanying plat. Service pedestals and transformers, as sources of supply at

21 secondary voltages, may also be located in easementways. 2. Underground service cables to all structures which may be located within the subdivision may be run from the nearest service pedestal or transformer to the point of usage determined by the location and construction of such structure as may be located upon the lot, provided that upon the installation of a service cable to a particular structure, the supplier of service shall thereafter be deemed to have a definitive, permanent, effective and exclusive right-of-way easement on the lot, covering a 5 foot strip extending 2.5 feet on each side of the service cable, extending from the service pedestal or transformer to the service entrance on the structure. 3. The supplier of electric, telephone, cable television and gas services, through its agents and employees, shall at all times have right of access to all easementways shown on the plat or otherwise provided for in this Deed of Dedication for the purpose of installing, maintaining, removing or replacing any portion of the underground electric, telephone, cable television or gas facilities installed by the supplier of the utility service. 4. The owner of the lot shall be responsible for the protection of the underground service facilities located on his lot and shall prevent the alteration of grade or any construction activity which would interfere with the electric, telephone, cable television or gas facilities, maintenance of underground facilities, but the owner shall pay for damage or relocation of such facilities caused or necessitated by acts of the owner or his agents or contractors. 5.The foregoing covenants set forth in this Paragraph B shall be enforceable by the supplier of the electric, telephone, cable television or gas service and the owner of the lot agrees to be bound hereby. C. Water and Sewer Service 1.The owner of the lot shall be responsible for the protection of the public water and sewer mains located on the owner's lot. 2. Within the utility easement areas depicted on the accompanying plat, the alteration of ground elevations in excess of 3 feet from the contours existing upon the completion of the installation of a public water main or sewer main, or any construction activity which would interfere with public water and sewer mains, shall be prohibited. Within the utility easement areas depicted on the accompanying plat, if the ground elevations are altered from the contours existing upon the completion of the

22 installation of a public water or sewer main, all ground level apertures, including valve boxes, fire hydrants and manholes shall be adjusted to the altered ground elevations, by the owner of the lot or at its election, the City of Broken Arrow, Oklahoma may make such adjustment at the owner of the lot's expense. 3.The City of Broken Arrow, Oklahoma, or its successors, shall be responsible for ordinary maintenance of public water and sewer mains, but the owner shall pay for damage or relocation of such facilities caused or necessitated by acts of the owner, his agents or contractors. 4. The City of Broken Arrow, Oklahoma, or its successors, shall at all times have right of access to all easementways depicted on the accompanying plat, or otherwise provided for in this Deed of Dedication, for the purpose of installing, maintaining, removing or replacing any portion of underground water or sewer facilities. 5. The foregoing covenants set forth in this Paragraph C shall be enforceable by the City of Broken Arrow, Oklahoma, or its successors, and the owner of the lot agrees to be bound hereby. b Surface Drainam Each lot shall receive and drain, in an unobstructed manner, the storm and surface waters from lots and drainage areas of higher elevation and from public streets and easements. No lot owner shall construct or permit to be constructed any fencing or other obstructions which would impair the drainage of storm and surface waters over and across his lot. The foregoing covenants set forth in this Paragraph D shall be enforceable by any affected lot owner and by the City of Broken Arrow, Oklahoma. Limits Of No Access The undersigned Owner/Developer hereby relinquishes rights of vehicular ingress or egress from any portion of the property adjacent to Kenosha (East 7lSt Street South) and Olive (South 12gth East Avenue) within the bounds designated as "Limits Of No Accessf' (L.N.A.) on the accompanying plat, which "Limits Of No Access" may be amended or released by the Broken Arrow Planning Commission, or its successor, or as otherwise provided by the statutes and laws of the State of Oklahoma pertaining thereto. Pavina and LandsceDino Whin Easements The owner of the lot affected shall be responsible for the repair of damage to landscaping and paving occasioned by necessary

23 maintenance of water, sewer, storm sewer, natural gas, communication, cable television or electric facilities within the utility easement areas depicted upon the accompanying plat, provided however, the City of Broken Arrow, Oklahoma or the supplier of the utility service shall use reasonable care in the performance of such activities. G. Temporary Turnaround Easement The Owner/Developer does hereby dedicate for use by all governmental vehicles including police, fire and ambulance and utility vehicles providing utility service to the subdivision a temporary easement on, over and across Lot 7, Block 9 as depicted on the accompanying plat as "ACCESS ESM'Trr for the purposes of permitting governmental and utility service vehicles as above described to turn around to and from West Elgin Street, provided however, the temporary easement shall terminate upon the connection of West Elgin Street to future public street right-of-way located within the property abutting the East boundary of Block 9 and Block 10 of Stone Mill. WHEREAS, Stone Mill was submitted as a planned unit development (designated as PUD No. 72) as provided within Section 3 of Ordinance 1560 of the City of Broken Arrow, Oklahoma (Broken Arrow Zoning Code), as the same existed on August 3, 1992, which PUD No. 72 was approved by the Broken Arrow Planning Commission on July 23, 1992 and by the Council of the City of Broken Arrow, Oklahoma, on August 3, 1992; and WHEREAS, the Planned Unit Development provisions of the Broken Arrow Zoning Code require the establishment of covenants of record, inuring to and enforceable by the City of Broken Arrow, Oklahoma, sufficient to assure the implementation and continued compliance with the approved planned unit development; and WHEREAS, the Owner/Developer desires to establish restrictions for the purpose of providing for an orderly development and to insure adequate restrictions for the mutual benefit of the Owner/ Developer, its successors and assigns, and the City of Broken Arrow, Oklahoma. THEREFORE, the Owner/Developer does hereby impose the following restrictions and covenants which shall be covenants running with the land and shall be binding upon the Owner/Developer, its successors and assigns, and shall be enforceable as hereinafter set forth. A. Use of Land 1. The development of Stone Mill shall be subject to the Planned

24 Unit Development provisions of the Broken Arrow Zoning Code, as the same existed on August 3, 1992 or as subsequently amended. 2.All lots except Lot 25, Block 1 shall be known and described as residential lots and shall be limited to use for detached singlefamily residences and purposes. 3. Lot 25, Block 1 is reserved for future dedication of a public street right-of-way connecting West Hartford Street to the future extension of a public street anticipated to be dedicated within the property abutting the North boundary of Lot 25, Block 1 (the "Abutting Property"), provided however, in the event the Council of the City of Broken Arrow shall by resolution determine that the residential development of the Abutting Property will not occur, then in such event, the reservation shall terminate and Lot 25, Block 1 shall thereafter be known and described as a residential lot and shall be limited to use for detached singlefamily residence and purposes. 4.The number of dwellings within the subdivision shall not exceed Reserve "A", Reserve 'B", Reserve 'CN, Reserve "D" and Reserve "EM shall be limited to use for utilities, stormwater drainage facilities, open space, landscaping and/or recreation and pipelines and appurtenances located within existing pipeline easements and are reserved for subsequent conveyance to the homeowners' association to be formed pursuant to Section IV. hereof. Frontinu and Access Limitatioq Each dwelling shall front an interior public street and,derive its access solely from an interior public street. On corner lots, the dwelling shall front the greater of the building setback lines if differing building setback lines have been established on the lot. Yads and Setbacks 1. Street Setback. No building shall be erected nearer to a public street than the building setback lines depicted on the accompanying plat unless subsequently modified by the Broken Arrow Planning Commission. 2.Side Yard. The minimum side yard shall not be less than the greater of 5 feet in width or the width of any utility easement located within the lot and along the side lot line, and in the aggregate, side yards shall not be less than 10 feet in width.

25 3.Rear Yard. The rear yard shall not be less than 20% of the lot depth. Customary accessory structures may be located in the required rear yard, but no building shall be erected nearer than 5 feet to any lot line. 4. Easement Setbacks. No building, whether principal or accessory, shall encroach upon any utility easement as depicted on the accompanying plat. No building shall exceed 2% stories or 35 feet in height. E. Side Yard Access Easement Upon the accompanying plat, there is designated by symbol dots (" ') the common side lot line (hereinafter referred to as the "Access Lot Line") of certain adjoining lots. The Owner/Developer herein grants and establishes a nonexclusive perpetual access easement 10 feet in width extending along and centered upon the Access Lot Line for the limited purposes of providing each adjoining lot access to the rear of the lot which might otherwise be precluded. Each lot adjoining an Access Lot Line shall be deemed both a benefitted lot and a burdened lot. The access easement shall be subject to the following limitations: 1. Within the easement area, no building, heating and air conditioning equipment or other improvements shall be constructed or erected which would prohibit reasonable and effective access by the owner of the benefitted lot, provided, however, nothing herein shall prohibit walks, landscaping, or customary fences. 2. The owner of the benefitted lot shall have the right to enter upon the easement area to the extent reasonably necessary to gain access to the rear of the benefitted lot for construction and maintenance purposes and the right of entry shall be exercised in a manner to minimize interference with the owner of the burdened lot and shall be preceded by reasonable notice, provided that in cases of emergency, the right of entry shall be immediate. 3. The owner of the benefitted lot shall indemnify the owner of the burdened lot for all damage to the easement area within the burdened lot resulting from the use of the easement area by the owner of the benefitted lot and without limitation, shall forthwith upon completion of the activity which necessitated entry upon the access area, restore the easement area within the burdened lot to its condition preceding entry, including repair or replacement of fencing and landscaping.