DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR LAKE POINTE SUBDIVISION

Prepared by: Anita I. Lotz Farris Mathews Branan Bobango & Hellen, PLC 1100 Ridgeway Loop Road, Suite 400 Memphis, Tennessee 38120 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR LAKE POINTE SUBDIVISION This Declaration of Covenants, Conditions and Restrictions ( Declaration ) is made, entered into, published and declared this day of October, 2001, by Hilliard Crews Partnership, a Tennessee general partnership (the Developer or the Declarant ), and any and all persons, firms or corporations hereinafter acquiring any of the within described property; WITNESSETH THAT: WHEREAS, the Developer is the fee simple owner of certain real property consisting of approximately 84 acres situated and lying in Fayette County, Tennessee and more particularly described on Exhibit A attached hereto and incorporated herein by reference ( Parcel A ); the fee simple owner of an additional 52 acres situated and lying in Fayette County, Tennessee and more particularly described on Exhibit B attached hereto and incorporated herein by reference ( Parcel B ); and the fee simple owner of an additional acres situated and lying in Fayette County, Tennessee and more particularly described on Exhibit C attached hereto and incorporated herein, by reference, which property includes two lakes and adjoins Parcels A and B ( Parcel C ) (Parcel A, Parcel B and Parcel C may collectively be referred to as the Property ); WHEREAS, the Developer has caused a plan for the development of the Lake Pointe Subdivision to be prepared for the Property, providing for the development of the Parcel A into 20 residential lots, the development and designation of Parcel B as 1 residential lot to be known as Lot 21; and the development of certain common areas on Parcel C for the use, benefit and enjoyment of the Owners of the Lots in common with one another (the Development ); and WHEREAS, the Developer has caused a plat to be prepared, a copy of which is attached hereto as Exhibit D (the Plat ); WHEREAS, the Developer as owner of Lot 21 may develop and subdivide the same at some future time into not more than seven (7) lots, and is desirous of making any subdivided lots of less than 4 acres sold to other Persons (each a Lot 21 Subdivided Lot ) subject to this Declaration of Covenants, Conditions and Restrictions; WHEREAS, it is to the benefit, interest and advantage of the Developer and each and every person or other entity hereafter acquiring any interest in the Property that certain covenants, restrictions, conditions, easements, assessments and liens governing and regulating the use and occupancy of the Property be established, fixed, set forth and declared as covenants running with the land. NOW, THEREFORE, in consideration of the premises, the Declarant does hereby publish and declare that all or any portion of the Property described in Exhibit A and B is held and shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved subject to the following covenants, conditions, restrictions, uses, limitations and obligations (and subject to all easements, conditions, restrictions, etc., as set out in Plat as Exhibit C hereto), all of which are declared and agreed to be in furtherance of a plan for the development and improvement of the Property, and the said covenants, conditions, restrictions, uses, limitations and obligations shall

run with the land and shall be a burden and a benefit to the Declarant, their successors and assigns, and any person or legal entity acquiring or owning any interest in any portion of the said Property or any improvements thereon, their grantees, successors, heirs, executors, administrators, devisees, and assigns. ARTICLE I DEFINITIONS a. Association shall mean and refer to Lake Pointe Homeowners Association, Inc., a Tennessee not for profit corporation, its successors and assigns. The Association s Charter and Bylaws are attached hereto as Exhibits D and E, respectively and are made a part hereof. b. Common Area shall mean all real property owned or leased by the Association for the common use and enjoyment of the Owners. The Common Area owned by the Association is shown on the plat of the subdivision as Common Area. The exact legal description of the Common Area shall be as described in the deed from the Developer to the Association. c. Family shall mean and refer to only those persons who live in the same household, or are related, such as father, mother, son or daughter. d. Lot shall mean and refer to the plots of land designated with Numbers 1 through 21, inclusive, as shown on Exhibit C hereto. For all purposes hereunder, it is understood and agreed that the Declarant shall be the Owner of Lots 1 through 21, save and except only those particular Lots which Declarant conveys in fee simple title by recordable deed from and after the date hereof. Ownership of a Lot hereunder shall include an undivided pro rata interest in the easements and use areas owned by the Association. The number of Lots is limited to not more than twenty-one (21). e. Member shall mean and refer to every Person that is an Owner of a Lot. f. Owner shall mean and refer to the record owner, whether one or more persons or entities, of an undivided fee simple title to Lots 1 through 20, and Lot 21 until its subdivision in accordance with Article IX, excluding those having such interest merely as security for the performance of an obligation. ARTICLE II PROPERTY RIGHTS Every Owner shall have a right and easement of use and enjoyment in and to (i) the Common Area; (ii) any private roads, walks and parking areas located within the Development; and (iii) any property immediately adjacent to and running along the shore of the lake in order to permit the recreational use thereof by all Lot Owners; and such easement shall be appurtenant to and shall pass with the title to every assessed Lot, subject to the following conditions and restrictions: a. The right of the Association to limit the numbers of guests of Members to use the Common Areas at any time; b. The right of the Association to provide for and establish the easements and rights-of-ways on all roads and to regulate parking, motorized and non-motorized vehicular traffic, and to maintain the walks and pathways within the Development; c. The right of the Association to have the exclusive use of the Common Area for up to twelve (12) days annually for watersports-related tournaments and events. To carry out such purposes, the Association shall have the right to charge fees, admission and gate charges to any users of the Common Area during such events, including Members. d. The right of the Association, in accordance with its articles and bylaws, to borrow money for the purposes of improving the Common Area and facilities and in aid thereof to mortgage the Common Area, and the rights of such mortgagee shall be subordinate to the rights of the Owners; 2

e. The right of the Association to suspend the voting rights and/or right to use the Common Area by a Member for any period during which any assessment against such Member s Lot remains unpaid; or for a period not to exceed ninety days (90) for any infraction of its published rules, regulations, or for any violation of these Covenants, Conditions and Restrictions by such Member, Member s Family or guests or invitees of the Member or Member s Family. Any ninety day suspension under this paragraph may be continued for a period exceeding ninety (90) days after the review and affirmative vote of the Association. f. The right of the Association to dedicate or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be approved by twothirds of the Members entitled to cast votes. No such decision or transfer shall be effective unless an instrument signed by two-thirds (2/3) of the Members entitled to cast votes has been recorded, agreeing to such dedication or transfer. ARTICLE III MEMBERSHIP Every Owner of a Lot shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of the Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership. ARTICLE IV VOTING RIGHTS Members shall be entitled to one vote for each Lot owned, unless otherwise provided in the Bylaws of the Association. When more than one Person shall hold an interest in any Lot, all such Persons shall be Members, and the vote for such Lot shall be exercised in accordance with the provisions of the Bylaws of the Association. ARTICLE V COVENANT FOR MAINTENANCE ASSESSMENTS Section 1. Creation of Lien and Personal Obligation for Assessment. All Owners, by acceptance of a deed thereof, whether or not it shall be so expressed in any such deed or other conveyance, are deemed to covenant and agree to pay to the Association: (1) monthly assessments or charges, and (2) special assessments to be fixed, established and collected from time to time as provided herein. The monthly and special assessments, together with interest, costs, and costs of collection (including reasonable attorney s fees), shall be a charge on the land and shall be a continuing lien upon the property against which such assessment is made. Each such assessment, together with interest, costs and reasonable attorney s fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessment shall not pass to the successors in title of that Owner unless assumed expressly by them. Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the Owners in the Subdivision, for the improvement and maintenance of the Common Area, and costs relating to the enforcement of the rules and restrictions of Lake Pointe Homeowners Association, Inc. Section 3. Monthly Assessments. The initial assessment is Thirty-Five Dollars ($35.00) monthly. At the end of each fiscal year, and after reviewing current maintenance costs and future requirements, the Board of Directors of the Association will determine and levy a monthly assessment which will meet the projected needs of the Association for the coming fiscal year. The Board of Directors shall provide each Owner with written notice of the assessment and the due dates thereof, as established by the Board of Directors. Section 4. Special Assessment for Capital Improvements. 3

In addition to the monthly assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of any Common Area facilities which may have been damaged or demolished for any reason whatsoever, provided that any such assessment shall have the assent of two-thirds of the Members entitled to vote. Section 5. Notice of Any Action Authorized Under Sections 4. Written notice of any meeting held for the purpose of taking the actions authorized under Section 4 shall be sent to all Members not less than thirty (30) days nor more than sixty days (60) in advance of the meeting. Section 6. Uniform Rate of Assessment. Both monthly and special assessments must be fixed at the same rate for all Lots. Section 7. Individual Assessments. The Board of Directors, by a vote of not less than sixty percent (60%) of its members may assess an Owner for the cost of cleaning up his property if necessary, removing or correcting a nuisance caused by the Owner, or for the cost of enforcing the rules and restrictions, including but not limited to a suspension of the use of recreational facilities and Common Area. Section 8. Effect of Non-Payment of Assessments; Remedies of the Association. a. Any assessments that are not paid within 10 days after the due date shall be delinquent. If the assessment is not paid within such 10 day period, the assessment shall bear interest from the due date at the rate of 18% per annum. To evidence the lien of any unpaid and delinquent assesments, the Association shall prepare a written notice setting out the amount of the unpaid obligation, the name of the Owner of the Lot and a description of the Lot. The notice may be executed by any member of the Board of Directors of the Association and shall be recorded in the Fayette County Register s office. The personal obligation of any Owner to pay such assessment shall, however, remain his personal obligation for the statutory period, and a suit to recover a money judgment for non-payment of any assessment levied pursuant to this Declaration, or of any installment thereof, may be maintained without foreclosing or waiving the lien created hereby. Any interest, costs, and reasonable attorney s fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided herein by nonuse of the Common Area or abandonment of the Owner s Lot. b. For the purpose of enforcing the lien granted hereunder for any unpaid or delinquent assessments, each Owner irrevocably grants to the Association and its Board of Directors the power to sell his Lot at public outcry to the highest and best bidder for cash. The Board of Directors is authorized to make such a public sale if and only if such sale is made subordinate to any prior recorded mortgage or deed of trust upon the Lot. The Association is hereby authorized and empowered to enter and take possession of the Lot, and before or after such entry to advertise the sale of the Lot for twenty one (21) days by three weekly notices in some newspaper published in Fayette County, Tennessee, giving the time and place of such sale and by written notice of the time and place of such sale to the Owner of the Lot at his last known address. Any sale shall be free from equity of redemption, statutory right of redemption, homestead, dower, and all other rights and exemptions of every kind, all of which are hereby expressly waived by the Owner. The Association shall thereafter execute a conveyance to the purchaser in fee simple, and deliver possession to the purchaser, which the Owner binds itself shall be given without obstruction, hindrance or delay. Any sale hereunder shall take precedence over and have priority over any and all other liens of every nature against the Lot, except real estate and ad valorem taxes assessed against the Lot and prior recorded mortgages or deeds of trust. The proceeds of any such sale shall be applied first to the payment of expenses associated with the sale; of protecting the Lot; and the expenses of litigation including reasonable attorney s fees; and second to the payment of real estate and ad valorem taxes assessed against the Lot and any prior recorded mortgages or deeds of trust (unless sold subject thereto); and third, to the payment of all amounts due the Association under the terms of this Declaration; and the balance, if any, to the Owner whose Lot is sold, his successors and assigns. Upon any default in the payment of an assessment, the Board of Directors shall have the right to all rents, issues, and profits from the Lot in Default and shall have the right to secure the payment through 4

notice to those in possession of the Lot. The Association may notify the holder of the mortgage on any Lot for which any assessment levied pursuant to this Declaration becomes delinquent for a period in excess of sixty (60) days and in any other case where the Owner of such Lot is in default with respect to the performance of any other obligation hereunder for a period in excess of ninety (90) days. Section 9. Subordination of the Lien to Mortgages. a. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any Lot shall not affect the assessment lien. The sale or transfer of any Lot which is subject to any mortgage, pursuant to a decree of foreclosure under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to any payments becoming due prior to such sale or transfer. No other sale or transfer shall relieve such Lot from liability for any assessment thereafter becoming due or from the lien thereof. b. This Section may not be amended, modified or rescinded without the prior written consent of the mortgagees and holders of the indebtedness secured thereby, recorded prior to the recordation of such amendment, unless the mortgagees and holders shall join in the execution of such amendment, modification or rescission. ARTICLE VI ARCHITECTURAL CONTROL Section 1. The following covenants and agreements shall be applicable to Lots 1 through 20: a. The Architectural Review Committee shall be composed of the three (3) members of the Board of Directors of the Association. By unanimous vote of the Architectural Review Committee, any powers and/or duties collectively or individually of the Architectural Review Committee may be delegated to one or more third parties. The Architectural Control Committee shall, in addition, have the right to contract for any professional services which it deems necessary to the its evaluation of any matters referred to it under this Article. The Architectural Review Committee shall decide all matters regarding the appearance of a Lot or dwelling and the location of any improvements thereon. In the event the Architectural Review Committee fails to approve or disapprove such design and location within sixty (60) days after a complete set of plans and specifications are submitted to it, no further approval will be required and the requirements of this Article will be deemed to have been met. Appeal of any decision of the Architectural Control Committee shall be made to the Board of Directors at the next regularly scheduled board meeting. b. No building, fence, wall, dock, boat house, boat hoist, or other structure shall be commenced, erected, or maintained upon any Lot, and neither shall any exterior addition to or change or alteration therein be made until the plans and specification showing the nature, kind, shape, height, materials, and location of the proposed alteration has been submitted to and approved in writing by the Architectural Review Committee. All such improvements shall be completed by a licensed and insured contractor, unless otherwise approved in writing by the Architectural Review Committee. c. If any structure, fence, or barrier shall be altered, erected, placed or maintained upon any Lot or any new use is commenced on any Lot, except as in accordance with the plans and specification submitted to and approved by the Architectural Review Committee, as required herein, such alteration, erection, maintenance or use shall be deemed to have been undertaken in violation of the restrictions herein and without the required approval. Unless deemed acceptable or appropriate by the Architectural Review Committee, upon written notice from the Architectural Review Committee to the Owner of the Lot, any such structure, fence, or barrier so altered, erected, placed or maintained upon any Lot in violation hereof shall be removed or re-altered and such use shall be terminated so as to extinguish the violation. In the event that the Owner fails to act within fifteen (15) days following written notice to cure the violation, the Association through its officers or the Board of Directors shall have the right to enter upon such Lot and to take such steps as may be deemed necessary to extinguish the violation, and the costs thereof shall be a binding personal obligation of the Owner as well as a lien upon the Lot in question upon the recording of such with the Fayette County Register s office. d. Upon completion of the construction or alteration of any structure in accordance with the plans and specifications furnished to and approved by the Architectural Review Committee, the Architectural Review Committee shall, upon request, issue a letter of compliance, identifying the structure and the Lot on which such structure will be placed and stating that the plans and specifications, location of such structures and the use or uses 5

to be conducted thereon have been approved and complies with the requirements of this Declaration. Upon request, the letter shall be issued in recordable form. Such letter shall be conclusive evidence that all structures and the use or uses described therein comply with all of the requirements of this Declaration and all other requirements as to which the Architectural Review Committee exercises any discretionary or interpretive powers. e. The Architectural Review Committee may charge and collect a reasonable fee for the examination of any plans and specifications submitted for approval pursuant to these restrictions payable at the time such plans and specifications are so submitted. e. Any agent of the Developer or of the Architectural Review Committee may, at reasonable times, enter upon any Lot and observe the Improvements being constructed or placed thereon for the purpose of ascertaining whether the maintenance, construction or alteration of such Improvements or other structures located thereon are in compliance with these restrictions, and no such persons shall be deemed to have committed a trespass or other wrongful acts by reason of such entry or observation. f. The Architectural Review Committee shall use its best efforts in the exercise of its duties; however, the Architectural Review Committee, its members and the Association shall not be liable for any decision made in the exercise of its duties or for any comments, suggestions and/or redesigns resulting from the review process. g. The Developer, the Association or any Owner of a Lot shall have the right to enforce by any proceeding at law or in equity all conditions, restrictions, covenants, reservations and easements herein or hereinafter contained or otherwise contained in any deed to any Lot. Failure by the Developer, the Association or an Owner to enforce any such proceedings shall in no event be deemed a waiver of the right to do so thereafter. Section 2 Exclusion of Parcel B. The covenants, restrictions and agreements of this Article VI shall not apply to Lot 21, but shall be applicable to any Lot 21 Subdivided Lots of less than four (4) acres. ARTICLE VII USE RESTRICTIONS Section 1. The following covenants, conditions and restrictions shall be applicable to the Lots except as otherwise expressly provided herein: a. No Lot shall be used except for residential purposes and no building shall be erected, altered, placed, or permitted to remain on any lot other than one single Family dwelling, unless otherwise provided for herein. b. The ground floor of the main structure (excluding any basement), exclusive of one story open porches and garages, shall be no less than 1,500 square feet. The heated area of first and second floors (excluding any basement) shall be no less than 2,500 square feet. c. Each residence must have a fully enclosed garage for not less than two (2) cars and a concrete driveway. All garages shall have exterior finishes complementary to that of the main structure. No garage opening may be left open to a street, without the approval of the Architectural Review Committee, for an extended period of time. d. Each residence must have a uniform mailbox structure which must be approved by the Architectural Review Committee. The treatment and construction of all driveways and entrances must also be approved by the Architectural Review Committee. e. No structure on a Lot shall be located nearer than 55 feet to any front right of way or street or nearer than 15 feet to any side line of the Lot, unless approved by the Architectural Review Committee. f. All electrical and telephone service lines will be underground buried cable from the service point to the structure. g. Upon commencement of construction, an Owner shall have one year to complete the exterior of the main structure and return the Lot to an orderly appearance, as determined by the Architectural Review 6

Committee. Within thirty (30) days after the substantial completion of a new residence, the Owner shall sod or seed the entire Lot and shall plant at least six (6) trees with the minimum trunk diameter of two (2) inches (measured at a height of one (1) foot above the base of the trunk) and with a minimum height of ten (10) feet from the base of the trunk. The Owner shall cause the Lot to be suitably planted with grass continuously thereafter, in order to reduce runoff into the lake, and each Owner shall be responsible for erosion control on his Lot. If the Owner fails to satisfy these obligations, the Association shall have the right, but not the obligation, to have the Lot cleaned and trash or other material removed at the Owner s expense. This expense shall become an assessment on the lot. h. All buildings or structures erected upon the Lot shall be of new construction, and no buildings or structures shall be moved from other locations onto the Lot. No structures of a temporary character, house trailer, trailer, mobile home, modular home, tent, shack, garage, barn, or other out buildings shall at any time be used as a residence, temporarily or permanently. i. All garbage receptacles must be hidden from view. No Lot shall be used as a dumping ground for rubbish, trash, garbage, or other waste. All such waste shall be kept in sanitary containers. All incinerators or other equipment for the storage or disposal of such materials shall be kept in clean and sanitary condition. j. No outside clothes line or other items detrimental to the appearance of the property shall be permitted. k. No fence, wall, hedge, or other dividing instrumentality higher than 72 inches shall be erected or maintained on any lot. All fences must be approved by the Architectural Review Committee. All fences will not extend past the front corner of the dwelling or within twenty (20) feet of the lakes. In addition, the Architectural Review Committee may require that these fenced areas be landscaped for aesthetic purposes or for concealment. All fences within 140 feet of the lakes shall be of black, vinyl coated chain link and have a maximum height of five (5) feet, or such alternative fencing as may be determined by the Architectural Review Committee. l. No obnoxious or offensive trade or activity shall be carried on upon this property and neither shall anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood. m. No Person shall have, keep, or maintain on this Property any fowl or animals, domestic or otherwise, except dogs or cats. Dogs and cats shall not be kept in such numbers as to be an annoyance to other Owners, and dogs and cats shall not be kept, bred, maintained for any commercial purpose. All household pets shall be confined within homes or fenced areas or restrained by leash at all times. n. No Lot, nor any building erected thereon shall at any time be used for the purpose of any trade, business, manufacture, or public amusements. o. No Person may use a Lot for any purpose that would result, directly or indirectly, in the draining of, dumping into the lakes of any refuse, sewage, soil or other material which might tend to pollute the waters of the lake. All chemicals used for yard maintenance shall be of a type that will not affect the lake and its fishes. p. Under no circumstances will there be any boat sheds, boat houses, boat lifts, seawalls, or docks erected on any parcel of property within this development unless approved by the Architectural Review Committee. Under no circumstance will there be any anchor buoys or any floating devices, which protrude out, into any lake more than 10 feet from an adjacent property unless approved by the HOA. q. No Lot may be further subdivided, and any joint form of ownership of a Lot must be of an undivided interest. Any joint owners shall have the rights of an Owner hereunder and each shall be subject to all restrictions and obligations of an Owner. r. In the interest of public health and sanitation and in maintaining the fish and wildlife in the Lake, none of the Lots shall be used for any purpose that would result in the pollution of the lakes by refuse, sewage, or other material that might tend to pollute such waters or otherwise impair the ecological balance of the surrounding land. Water from the Lakes may not be used to irrigate lawns or landscaping without the consent of the Association. s. No sign of any kind shall be displayed to the public view on any Lot except on a professional sign of not more than 1 square foot, one sign of not more than nine (9) square feet advertising the property for sale or 7

rent, or signs which are used by the Developer or a builder to advertise during the construction and sales period. t. Easements for installation and maintenance of utilities and drainage facilities are reserved as shown on the recorded plat. Within these easements, no structure, planting, or other material shall be placed or permitted to remain which may damage or interfere with the installation and maintenance of utilities or which may change the direction of flow of drainage, or which may obstruct or retard the flow of water through drainage channels in the easements. u. The Owner of any Lot will carry a minimum of $300,000.00 liability insurance, or such other amount as determined by the Board of Directors, on the main structure whether it is occupied by the Owner, rented out, or vacant. The Owner of a Lot shall cause such insurance policies to name the Association as additional insured. v. Recreational vehicles, including but not limited to boats, boat trailers, house trailers, camping trailers, motorcycles, storage vehicles or similar types of items shall be kept in the garage or otherwise screened from the view of neighboring Lots or the street. w. No exterior lighting will be installed or maintained on any Lot which light is found to be objectionable by the Architectural Review Committee. If any exterior light is considered to be objectionable, the owner of the Lot on which the same is located will immediately remove the said light or have it shielded in such a manner that it is no longer objectionable. ARTICLE VIII COMMON AREA RULES The Common Area may be used for recreational purposes, including water skiing, bank fishing, and other acceptable uses as may be determined by the Board of Directors. The Board of Directors of the Association shall have the absolute right to adopt rules, as it deems, in its sole discretion, necessary to protect the health, safety and mutual interests of the Association and its Members, and interpret, amend or modify the same from time to time. The 15 foot easement located on Lots 12 and 13 will be considered a maintenance and recreational easement, but no motorized vehicles will be permitted on this easement, except for maintenance vehicles. ARTICLE IX LOT 21 AND THE SUBDIVISION OF LOT 21 Section 1. It is the intention of the Declarant that the Owner of Lot 21, prior to any subdivision of Lot 21, shall have the use and enjoyment of the Common Area, including access to the lakes, in common with the Owners of Lots 1 through 20; shall be entitled to be a Member of the Association; shall be deemed an Owner hereunder; and shall be responsible for the payment of the assessments set forth in Article V, and shall have and enjoy all additional rights and responsibilities appurtenant to the exercise of any of the foregoing (the Lot 21 Rights ). Section 2. The Owner of Lot 21 shall have the right to subdivide Lot 21 into lots, each referred to as a Lot 21 Subdivided Lot. It is the intent of the Declarant that the Lot 21 Rights shall be appurtenant to only one of the Lot 21 Subdivided Lots and terminated as to all other Lot 21 Subdivided Lots. The Owner of Lot 21 shall designate, in any deed or conveyance of a Lot 21 Subdivided Lot, whether the Lot 21 Rights are conveyed or retained by the Owner. Section 3. In the event that a Lot 21 Subdivided Lot is more than four (4) acres in size, such Lot 21 Subdivided Lot shall be not be subject to the covenants as to Architectural Control set forth in Article VI and the Use Restrictions set forth in Article VII. ARTICLE X - MISCELLANEOUS Section 1. These covenants shall run with the land and shall be binding on all parties and persons claiming under them and be enforceable by the Association, or the Owners of any Lot subject to this Declaration, their respective legal representatives, heirs, successors, and assigns, until December 31, 2040, after which time the 8

Covenants shall be automatically extended for successive periods of ten years. Unless otherwise expressly provided for herein, the Covenants and Restrictions of this Declaration may be amended by a written instrument signed by not less than seventy-five percent (75%) of the Owners. Any amendment must be properly recorded. Until seventy-five percent (75%) of the Lots are sold, any amendment must also be approved by the Declarant. NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY, THE DECLARANT RESERVES THE RIGHT FOR A PERIOD OF THREE (3) YEARS FROM THE DATE HEREOF TO UNILATERALLY AMEND THIS DECLARATION TO THE REQUIREMENTS OF ANY GOVERNMENTAL AGENCY, FEDERAL, STATE OR LOCAL AND FOR THE REQUIREMENTS OF ANY MORTGAGE LENDER OR FOR ANY REASON THAT THE DECLARANT DEEMS ADVISABLE FOR THE ORDERLY DEVELOPMENT OF THE DEVELOPMENT. Section 2. The Developer makes no warranty concerning the degree of rainwater inundation that may result on Lots since said inundation can be expected with rainfall that exceeds normal standards. Section 3. The Property may be filled or partially filled land. The Developer makes no warranty concerning the character of the Property. The Owner shall be solely responsible for obtaining an engineer s certification of the foundation or improvements to be erected on any Lot. Section 4. In no event and under no circumstances shall a violation of any covenant or restriction herein contained work a forfeiture or reverter of title. Section 5. Any notice required hereunder to be sent to the Developer, the Association, or any Owner shall be deemed to have been properly sent when mailed, postage paid, to the last known address of such party at the time of such mailing. Section 6. The Developer, the Association or any Owner of any Lot subject to this Declaration shall have the right to enforce these covenants and restrictions by any proceeding at law or in equity, against any person or persons violating or attempting to violate any covenant or restriction, to restrain violations, to require specific performance and/or to recover damages. Failure by any owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. The prevailing party in any such legal proceeding shall be entitled to recover from the non-prevailing party all court costs and attorney fees incurred in connection with such proceeding. Section 7. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect the validity of any other provisions, which shall remain in full force and effect. Section 8. Whenever in this Declaration the context so requires, the singular number shall include the plural and the converse, and the use of any gender shall be deemed to include all genders. IN WITNESS WHEREOF the Developer has executed this Declaration or caused it to be executed by and through its appropriate officers. HILLIARD CREWS PARTNERSHIP By: Its: 9

Exhibit A Property Description of Property Owned by Developer 10

Exhibit B Property Description of Adjoining Property Owned by Developer 11

Exhibit C Legal Description of Lakes 12

Exhibit D Plat of The Lake Pointe Subdivision 13

Exhibit E CHARTER OF LAKE POINTE HOMEOWNERS ASSOCIATION, INC. The undersigned person under the Tennessee Nonprofit Corporation Act, adopts the following charter for the above-listed corporation: 1. The name of the corporation is Lake Pointe Homeowners Association, Inc. 2. This corporation is a mutual benefit corporation. 3. This corporation is a not religious corporation. 4. The corporation's initial registered office is: P.O. Box 171814 Memphis, Tennessee 38187-1814 The name of the initial registered agent at such office is Jason Crews. 5. The name and address of the sole Incorporator is as follows: Anita I. Lotz Farris, Mathews, Branan, Bobango & Hellen PLC 1100 Ridgeway Loop Road, Suite 400 Memphis, Tennessee 38120 6. The street address of the initial principal office is 5321 Shelby Drive Memphis, Tennessee 7. The Corporation is not for profit. 8. The Corporation will have members. 9. The corporation may be dissolved with the assent given in writing and signed by not less than sixty-seven percent (67%) of the members. Upon dissolution of the corporation, other than a dissolution incident to the merger or consolidation of the corporation, all of the assets and property of the corporation shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this corporation was created. In the event that such a dedication is refused, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust, or other organization to be devoted to such similar purposes. 10. No director shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director, except as otherwise provided in subparagraph (a)(b) and (c) of T.C.A. 48-52- 102(b)(3). The foregoing shall not eliminate or limit the liability of a director any action or omission occurring prior to the date when this paragraph became effective. By: Incorporator 14

Exhibit F BY-LAWS OF LAKE POINTE HOMEOWNERS ASSOCIATION, INC. ARTICLE I Name The name of this corporation is Lake Pointe Homeowners Association, Inc. (the Association ) Its principal place of business is care of Shelby Group Realty, 5321 Shelby Drive, Memphis, Tennessee. The Association may have such other offices within or without the State of Tennessee as the Board of Directors or the Members may from time to time designate. ARTICLE II Membership 1. Eligibility. The Owner or Owners of a parcel who have become such in compliance with all of the requirements and conditions contained in the Declaration of Covenants, including these Bylaws, shall be eligible to be a member of the Association, entitled to attend and vote at all meetings of the Association. The Declarant shall be considered the Owner of each Lot which is unsold by it. 2. Voting Rights. The Owner or Owners of a Lot shall be entitled to one (1) vote for each Lot owned., except: (i) the Developer shall be entitled to three (3) votes for each Lot owned by it. Upon the sale of a Lot 21 Subdivided Lot, the Owner of such Subdivided Lot shall be entitled to one (1) vote. After the expiration of three (3) years from the date of the conveyance of the first Lot from the Developer to a purchaser, the Developer shall only be entitled to one (1) vote for each Lot still owned by it. In the event that a Lot is owned by two or more persons, the vote allocated to that Lot shall be cast by the person authorized by such multiple Owners, and in the event of a failure to agree upon such authorization, no vote shall be recorded for that Lot. In the event that only one of two or more Owners of a Lot is present in person at a meeting, such one person shall be presumed to be authorized by all other Owners of the Lot to cast the vote with respect to such Lot. 3. Meetings of Members a. Place of Meeting. Meetings of the Members shall be held at the principal office or the principal place of business of the Association, or at such other place as may be designated from time to time by the Board of Directors. b. Annual Meeting. The annual meeting of the Members of the Association shall be held at 7:00 p.m. on the second Tuesday in January of each year, beginning in 2002. At such meeting, the Members shall by written ballot elect a Board of Directors in accordance with these Bylaws and transact such other business of the Association as may properly come before them. c. Special Meetings. Special meetings of the Members may be called by a majority of the Board of Directors, or by the holders of not less than one-third (1/3) of the total number of votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. The Secretary shall be responsible for notices of special meetings, which notice shall state the time and place of the special meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice. d. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, shall be delivered either personally or by mail by the Secretary to each Member entitled to vote at the meeting, at his address as it appears on the membership book of the Association, if any, or if no such address appears, at his last 15

known place of address, all at least ten (10) days but no more than two (2) months prior to such meeting. Delivery of any notice to the member at his last known address by deposit, postage pre-paid, with the U.S. Postal Service, shall be conclusive notice hereunder. Upon the request of any Member, the Secretary or other person shall certify that the notice required by this paragraph has been given. e. Waiver of Notice. A Member may waive any notice required by the Tennessee Nonprofit Business Corporation Act, the Charter or these Bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the Member entitled to notice and be filed in the minutes or corporate records. A Member's attendance at a meeting waives objection to (a) lack of notice or defective notice of the meeting unless such Member objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless such Member objects to considering the matter when it is presented. f. Quorum Requirements. The presence of fifty-one percent (51%) of the Members, either in person or by proxy, entitled to vote on the matter shall constitute a quorum for the transaction of business at all meetings of the Members. If the number of Members at a meeting falls below the quorum and the question of the lack of a quorum is raised, no business may thereafter be transacted. If any meeting of the Members cannot be held because a quorum is not in attendance, the Members who are present, either in person or by proxy, may, except as otherwise provided by law, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called without a requirement for additional notice. g. Voting. At every meeting of the Members, each Member shall have the right to cast his vote on each question brought before the meeting. The vote of the Members representing a fifty-one percent (51%) majority of the total votes cast, in person or by proxy (provided that there is a quorum present) shall decide any question brought before such meeting, unless the question is one upon which, by express provisions of a statute or of the corporate charter of the Association, or the Declaration, or of the Bylaws, a different vote is required, in which case such express provision shall govern and control. The vote of any membership which is owned by more than one person may be exercised by any of them present at any such meeting unless any objection or protest by any other owner of such membership is noted at the meeting. In the event all of the co-owners of any membership who are present at any meeting are unable to agree on the manner in which the vote for such membership shall be cast on any question, then such vote shall not be counted for purposes of determining that question. No Member is eligible to vote, either in person or by proxy, or to be elected to the Board of Directors, who is shown on the books or management accounts of the Association to be more than sixty (60) days delinquent in any payment due the Association. h. Proxies. A Member may appoint any other Member or any other person permitted by law or by these Bylaws as his proxy. In no case may any Member (except the Developer and Wright) cast more than one vote by proxy, in addition to his own vote. A proxy must be in writing and shall be filed with the Secretary or other officer or agent authorized to tabulate votes of the meeting, before being voted. A proxy shall entitle the holder thereof to vote at any adjournment of the meeting, but shall not be valid after the final adjournment the meeting. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy. ARTICLE III BOARD OF DIRECTORS 1. Qualification and Election. The affairs of the Association shall be managed by a Board of Directors. Directors shall be elected by a plurality of the votes cast at the annual meeting of the Members. Each Director shall hold office until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified. The initial Board of Directors shall consist of the following three persons: Hilliard Crews, Jason Crews and Stacy Crews, who shall serve from the date upon which the Declaration is recorded in the Register s Office of Shelby County, Tennessee, until the first annual meeting of the Members beginning in 2003, or until their successors are duly chosen and qualified. 16

2. Number. The number of Directors shall be set at the annual meeting of the Members, but shall not at any time be less than three (3) persons nor more than five (5) persons. 3. Power and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and the development and may do all such acts and things as are not by law or these Bylaws directed to be done by the Members. The powers and duties of the Board of Directors shall include, but not be limited to, the following: a. Care and upkeep of the private road, utilities, walls, columns and fences, entrance, lighting and landscaping and any other properties charged to the care of the Association, including the establishment of reserves for repairs or replacements; b. Establishment and collection of assessments and/or interest and charges thereon from the Members and for the assessment and/or enforcement of liens therefore in a manner consistent with the Declaration and applicable law; c. Designation, hiring and termination of the personnel necessary for the good working order of and provision of services to the development, consistent with applicable law and the Declaration; d. Promulgation, distribution and enforcement of rules and regulations, and such additional restrictions and requirements as may be necessary and proper respecting the sue, occupancy and maintenance of the development, all of which shall be consistent with the Declaration and applicable law; and e. Election of an Architectural Review Committee. 4. Nominations. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations shall also be accepted from the floor at the annual meeting of the Members. The Nominating Committee shall consist of the President of the Association and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting and the appointment of the Nominating Committee shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine as necessary, but in no event less than the number of vacancies to be filled. 5. Removal of Directors. The Members may remove one or more Directors with or without cause at any regular meeting or any special meeting of the Members by the affirmative vote of the majority of the entire membership of record and the election of a successor to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting. The term of any Director who becomes more than sixty (60) days delinquent in the payment of any assessments and/or charges related thereto due to the Association shall be automatically terminated and the remaining Directors may elect his successor as provided in paragraph 5 above. 6. Compensation. No compensation shall be paid to Directors for their services as Directors, provided however, that a Director shall be paid for services performed for the Association if a resolution authorizing enumeration for services actually performed is considered and adopted by the Board of Directors before such services are undertaken. 7. Meetings. The annual meeting of the Board of Directors shall be held immediately after the adjournment of the annual meeting of the Members, at which time the officers of the Association shall be elected. The Board may also designate a time and place for regular meetings, to be held at least twice (2) a year. Special meetings may be called at any time by the president or any two (2) Directors. Meetings may also be held telephonically. 8. Notice of Directors' Meetings. The annual Board meeting may be held without notice. Regular Board meetings shall take place monthly, unless otherwise agreed by the Board. Special meetings shall be held upon written notice sent delivered personally or by mail not less than two (2) days before the meeting. The notice 17