Document

2022 - 2022000179573 12/21/2022 02:35 PM Page 1 of 80 Upon recording please return to: Diane Hornquist Hunt Realty Investments, Inc.

1900 N. Akard St.

Dallas, TX 75201 FIELDS const (COP 2022 - 2022000179573 12/21/2022 02:35 PM Page 2 of 80 TABLE OF CONTENTS Page BACKGROUND STATEMENT Easements to Serve Additional Property.

Joint Committee.

Annexation of Property by the Founder Article I Definitions.

1.1.

Definitions.

1.2.

Interpretation of Certain References.

Article II Joint Committee Establishment.

2.1.

2.2.

2.3.

2.4.

Article III 3.1.

3.2.

3.3.

3.4.

Annexation of Property by Joint Committee Withdrawal of Property......

Property Rights, Management, and Maintenance Ownership and Maintenance of Property.

Conveyance of Property by the Founder..

Conveyance of Property from Other Persons Dedication of Joint Committee Property 3.5. Easements Reserved 3.6.

3.7.

Easements for Maintenance and Enforcement 3.8. Maintenance of Bodies of Water in Fields.

3.9. Water Rights.

3.10. Maintenance of Irrigation Lines 3.11. Relationships with Other Properties 3.12. Development of Open Spaces of Reserves 3.13. Joint Committee Insurance..

3.14. City of Frisco Screening Regulations.

3.15. City of Frisco Rights..

Joint Committee Powers Express and Implied Powers Community Manager(s) Facilities Open to the Public.

4.4.

4.5 Relationship with Other Entities..

Enforcement Rights Article V Joint Committee Funding..

Unofficial 1 2 2 4 8 8 9 10 10 10 11 11 12 12 12 12 13 13 14 14 16 16 16 16 16 17 19 5.1.

Budgeting and Allocating Joint Committee Expenses; Annual Assessments 19 5.2.

Budgeting for Reserves 21 5.3.

Special Assessments.

21 5.4.

Benefited Assessments.

21 ii 2022-2022000179573 12/21/2022 02:35 PM Page 3 of 80 5.5.

Joint Committee Financing 22 5.6.

Assessments 19 5.2.

Budgeting for Reserves 21 5.3.

Special Assessments.

21 5.4.

Benefited Assessments.

21 ii 2022-2022000179573 12/21/2022 02:35 PM Page 3 of 80 5.5.

Joint Committee Financing 22 5.6.

Authority to Levy Assessments and Obligation to Pay 22 5.7.

Lien for Assessments 23 5.8.

Commencement of Assessments 24 5.9.

Exempt Property.

25 5.10. Expenditure of Funds...

Article VI Rights of Lenders 6.1.

Notices of Action.

6.2.

Notice to Joint Committee 6.3.

Failure of Mortgagee to Respond Article VII General 7.1.

Amendment.

7.2.

Duration 7.3.

Transfer of the Founder Rights 7.4.

Development 7.5.

Liability for Joint Committee Operations 7.6.

Attorneys Fees 7.7.

Notice.

7.8.

Applicable Law 7.9. Grammar 7.10. Severability.

7.11. Captions..

7.12. Exhibits 7.13 Transfer of Title...

Unofficial 26 27 27 28 28 29 29 29 29 29 29 29 30 30 30 iii 2022 - 2022000179573 12/21/2022 02:35 PM Page 4 of 80 Exhibit se ay ne TABLE OF EXHIBITS Subject Matter Property Initially Submitted Property Subject to Annexation Initial Area of Joint Committee Responsibility Certificate of Formation of Fields Joint Committee, Inc.

By-Laws of Fields Joint Committee, Inc.

o ew iv > 2022 - 2022000179573 12/21/2022 02:35 PM Page 5 of 80 FIELDS COVENANT THIS FIELDS COVENANT ("Covenant") is made as of the Al day of Decembu_, 204, by FHQ DEVELOPMENT PARTNERS LP, a Delaware limited partnership ("Founder").

BACKGROUND STATEMENT Fields is a master planned new community located in the City ° Frisco esidential comor interest in any portion of the subjected real property, their heirs, successors, successors-in-title, and assigns.

2022 - 2022000179573 12/21/2022 02:35 PM Page 6 of 80 Article I Definitions 1.1. Definitions The words used in this Covenant shall

property, their heirs, successors, successors-in-title, and assigns.

2022 - 2022000179573 12/21/2022 02:35 PM Page 6 of 80 Article I Definitions 1.1. Definitions The words used in this Covenant shall generally be given their normal, commonly understood definitions unless otherwise spec ified. Capitalized terms shall be defined as follows: "Affiliate": Any Person which (either directly or indirectly, through one or more intermediaries) controls, is in common control with, or is controlled by, another Person, and any Person that is a director, trustee, officer, employee, shareholder, agent, co-venturer, subsidiary, personal representative, or attorney of any of the foregoing. For the purpoge of this definition, the term "control" mé the direct or indirect power to manage cause the management of an entity's go ance or policies, whether through the o to pay for Joint Com ed for the fiscal yea Owner unless expressly shown on Exhibit “C” or otherwise designated as Area of Joint Committee Responsibility pursuant to Section 3.1.

"Association(s)": Any residential or nonresidential homeowners, community, of tion whose members also are me Association.

idential or n ration of coveng strictions (or any strument) administg Assessments": | Assessments mittee levies against a particuaciation or Owner for the purposes "Community-Wide Standard": The standard of conduct, maintenance, or other activity generally prevailing throughout Fields. The Founder initially shall establish such — standard. The Community-Wide Standard may contain objective elements and subjective elements, and may or may not be set out in writing. The Community-Wide Standard may evolve as development progresses and as Fields ages and changes; provided, any changes to the Community-Wide

ive elements, and may or may not be set out in writing. The Community-Wide Standard may evolve as development progresses and as Fields ages and changes; provided, any changes to the Community-Wide Standard shall meet or exceed the standard initially established by the Founder.

"Development and Sale Period": The period of time during which the Founder or any Affiliate of the Founder may exercise certain rights related to the development and administration of Fields. The Development 2022 - 2022000179573 12/21/2022 02:35 PM Page 7 of 80 and Sale Period ends 15 years after the later of (i) the date on which neither the Founder nor any Affiliate of the Founder owns property in Fields, or (ii) the date on which the Founder's unilateral right to annex property to this Covenant in accordance with Section 2.2 expires or is otherwise terminated.

"Fields": The real property described in Exhibit "A," together with such additional property described in Exhibit "B" as is subjected to this Covenant in accordance with Article IJ.

"Founder": FHQ DEVELOPMENT PARTNERS LP, a Delaware limited partnership, or any successor or assign as developer of all or any portion of Fields who is designated as the Founder in a recorded instrument the immediately preceding Founder executes. On all matters, the Founder pf act through any of its Affiliates.

"Founder Control Period": The perigé Joint Committee Board pursua Committee By-Laws.

nce., a Texas "Joint Committee Board": The body responsible for the Joint Committee's administration and management, selected as provided in the Joint Committee By-Laws, with initial selections made by the Founder as provided in the Joint Committee By-Laws.

"Joint Committee Certificate": The Certificate of Formation of Fields Joint Commit-

e Joint Committee By-Laws, with initial selections made by the Founder as provided in the Joint Committee By-Laws.

"Joint Committee Certificate": The Certificate of Formation of Fields Joint Committee, Inc., a Texas nonprofit corporation, as filed with the Texas Secretary of State, , attached as Exhibit "D," as amended from time to time.

"Joint Committee Docume Covenant, the Joint Committee Sg the Joint Committee By-Ly rights, duties, each as may ree from time to tim ters affecting Join Rxpensés": Actual and duding administrative xpenses shall not include any expenses incutxed Puring the Founder Control Period development or original construction Qsts unless Owners representing a majority 6f the Equivalent Units owned by persons other than the Founder approve such expenditure.

"Joint Committee Property": All real and personal property that the Joint Committee owns, leases, or otherwise holds possessory or use rights in for the common use and enjoyment of all or any portion of Fields, but otherwise expressly excluding any Unit not owned by the Joint Committee.

“Maximum Annual Assessment”: The amount set forth in Section 5.1(c).

"Owner": A Person holding record title to a Unit, but excluding any mortgagee or other Person holding an interest merely as security for the performance of an obligation.

2022 - 2022000179573 12/21/2022 02:35 PM Page & of 80 "Special Assessments": Assessments levied to cover unanticipated expenses or expenses in excess of those budgeted, as described in Section 5.3.

"Supplement": A recorded instrument (which may take any form or be denominated in any manner [e.g., a recorded supplement, plat, deed, etc.]) that subjects additional property to this Covenant pursuant to Section 2.2 or 2.3 or, with respect to property

y form or be denominated in any manner [e.g., a recorded supplement, plat, deed, etc.]) that subjects additional property to this Covenant pursuant to Section 2.2 or 2.3 or, with respect to property subjected to the Covenant pursuant to Section 2.2, creates easements over the property described in the Supplement, imposes additional obligations or restrictions on such property or create exceptions to, or other-wise modifies the terms of this Covenant.

"Unit": A portion of property subject to this Covenant, whether improved or unimproved, which is depicted as a separgf@ sion map, plat, survey, or condominiuty strument or in a Supplement, now or he after recorded, identifying a Unit b of the U thereon.

condominiu it) shall be a separate Unit.

In the case of property subject to an Association Charter, "Unit" shall mean only such portion of the property that is separately assessable under the Association Charter. The term shall not include Joint Committee Property, Association common propetty, or other property dedicated to the public.

A Unit intended for development, use, and occupancy as an attached or detached single-family residence, including within condominiums, is sometimes other purpose is sometimes refer "Non-Residential Unit."

1.2. Interpr the discretion of the t or approval is regfion" or to the right to "determine" matter shall refer to the sole and absolute fower or right to decide or act. Unless otherwise expressly limited in the Joint Committee Documents or by law, anyone authorized in the Joint Committee Documents to exercise its discretion or make a determination may do so without regard to the reasonableness of, and without the necessity of justifying, the decision, determination, action, or inaction.

s to exercise its discretion or make a determination may do so without regard to the reasonableness of, and without the necessity of justifying, the decision, determination, action, or inaction.

Including. All references in this Cove nant to "including" or any form or derivative of such term shall be deemed to mean "including, but not limited to," unless otherwise specifically indicated.

Maintenance. All references in this Covenant to "maintenance" shall refer to 2022 - 2022000179573 12/21/2022 02:35 PM Page 9 of 80 maintenance, repair, and replacement, unless otherwise specifically provided.

Notice. All references in this Covenant to "notice" or "notify" or any derivative of such terms shall be deemed to refer to written notice by personal delivery, United States mail, private carrier, or, unless the intended recipient has expressly objected to use of such method of delivery, by facsimile or electronic mail.

Notices shall be deemed to have been duly given and effective: (a) if sent by United States mail, when deposited with the U.S. Postal Service, correctly addressed, with first class or higher priority postage prepaid; (b) if delivered personally or by private carrier, when actually delivered to the ad of the intended recipient, as evidenced by signature of the person at such address accepts such delivery or the records o private carrier; or (c) if sent by facsimile or eléctr instrument, Of to recordation or the recording of a legal instrument, shall refer to an instrument filed in, or the filing of a legal instrument in, the Office of the County Clerk of Collin County, Texas, the Office of the County Clerk of Denton County, Texas or such other place designated as the official location for filing documents affecting title to

e of the County Clerk of Collin County, Texas, the Office of the County Clerk of Denton County, Texas or such other place designated as the official location for filing documents affecting title to real estate in Collin and Denton Counties, Texas in order to make them a matter of public record.

Successors, Assigns, Designees, and Affilments to the Founder, Affiliatt Founder, the Joint Commi their respectiv cesso and Affiliates.

2022 - 2022000179573 12/21/2022 02:35 PM Page 10 of 80 Article II Joint Committee Establishment 2.1. Joint Committee The Joint Committee shall have jurisdiction over all property subjected to this Covenant pursuant to the terms of the Covenant.

In addition, the Joint Committee may expand its jurisdictional scope by contractual agreement. Every Owner and Association shall comply with the Joint Committee Documents and all rules and regulations governing the Area of Joint Committee Responsibility. Except as may be specifically provided in the Joint Committee Documents or an Association Charter, the Joint Committee shall not have jurisdiction over the internal or operations of an Association.

2.2. Annexation of Property by the Founder For 50 years after the date gf the reco\lupon recording the Supplement unless otherwise provided therein. The Founder's right to subject additional land to this Covenant does not obligate it to do so.

The Founder may unilaterally amend Exhibit "A" to this Covenant at any time to provide further notice of any subjected to this Covenant by virtug subjected to an Association emer (i ) ) ing a plat, deed yer ing a Unit to &P Any Supplemen e Founde# records may imposg and easements oy Stibed in such enants obligating the aintain and insure Stipplement submitting new

ation emer (i ) ) ing a plat, deed yer ing a Unit to &P Any Supplemen e Founde# records may imposg and easements oy Stibed in such enants obligating the aintain and insure Stipplement submitting new is Covenant or may be set forth KeSupplement applicable to propsyiously submitted to this Covenant.

If sotgfone other than the Founder owns the Papperty, then the Supplement must be signed by such owner evidencing such owner's consent. Any Supplement may add to, create exceptions to, or otherwise modify the terms of this Covenant as it applies to the property described in the Supplement, in order to reflect the different character and intended use of such property.

2.3. Annexation of Property by Joint Committee The Joint Committee may annex additional property to this Covenant by recording a Supplement executed by or on behalf of the Joint Committee and the owner(s) of the property being submitted. Such annexation shall be effective upon recording the Supplement unless otherwise provided; provided, any real property subjected to an Association 2022 - 2022000179573 12/21/2022 02:35 PM Page 11 of 80 Charter shall automatically be subject to this Covenant regardless of whether a separate Supplement is recorded under this Section.

Annexation by the Joint Committee shall require the Founder's written consent for 50 years after the date of the recording of this Covenant.

2.4. Withdrawal of Property The Founder reserves the right to amend this Covenant, for so long as it has annexation rights under Section 2.2, to remove any ; unimproved portion of Fields from the coverage of this Covenant. "Unimproved" means that no permanent building has been constructed on the property. Such amendments shall not require the consent of any ro;

d portion of Fields from the coverage of this Covenant. "Unimproved" means that no permanent building has been constructed on the property. Such amendments shall not require the consent of any ro; Person other than the owner(s) of the property to be withdrawn, if other than the Founder.

2022 - 2022000179573 12/21/2022 02:35 PM Page 12 of 80 Article III Property Rights, Management, and Maintenance 3.1. Ownership and Maintenance of Property The Joint Committee shall operate, manage, replace and maintain in good repair, and in accordance with the Community-Wide Standard, the Area of Joint Committee Responsibility, which may include (if so designated as Area of Joint Committee Responsibility in accordance with this Covenant and or Exhibit "C"), but is not limited to, main entry features, Fields monuments or other identifying/wayfinding signage, enhanced median landscaping for, and sidewalks adjacent to, thoroughfares serving the entire Fields community, whether public or private (but not including private streets, if anyg dians, or entry features primarily servin members of an Association), environmg stormwater retention/detentio lakes, streams, water wells, pum.

The initial Area of Joint Committee Responsibility is identified on Exhibit "C."

Founder, during the Development and Sale Period, may unilaterally amend Exhibit "C" to revise, add or remove property from the Area of Joint Committee Responsibility.

Thereafter, the Joint Committee may amend Exhibit "C" to revise, add or rewioe from the Area of Joint Commt bility with the affirmative vote consent, or any combinatie hive vote of Owners representing all nits subject to this Covenant owned Persons other than the Founder.

Although the community hike and bike trails and "Regional Veloweb" improvements,

any combinatie hive vote of Owners representing all nits subject to this Covenant owned Persons other than the Founder.

Although the community hike and bike trails and "Regional Veloweb" improvements, open spaces and community parks that are part of the Area of Joint Committee Responsibility may be identified/depicted on Exhibit "C," the final location of such facilities may change. The final as constructed trails and facilities shall control in the event of a conflict with Exhibit "C" for all purposes.

The maintenance responsibilities of the Joint Committee with respect to amenities, private streets, creeks and tributaries, thoroughfare screening and any other portion of the Area of Joint Committee Responsibility shall not be amended without the prior approval of the City of Frisco.

2022 - 2022000179573 12/21/2022 02:35 PM Page 13 of 80 The Joint Committee shall indemnify and the Owners and their respective heirs, executors, administrators, devisees, personal representatives, successors or assigns agree to release and hold harmless the City of Frisco for any damages, injuries (including death), and/or liability resulting from the maintenance or operation of any portion of the Area of Joint Committee Responsibility or the maintenance of any property which is the responsibility of the Joint Committee pursuant to this Covenant or the City of Frisco ordinances and regulations.

The Joint Committee shall perform its duties subject to and in accordance with the Joint Committee Documents and with any terms, conditions, covenants, or restrictions set forth in the instrument conveying title or granting an interest in such property to the Joint Committee.

Each Owner shall have a right of usé easement for access and enjoyment ove

or restrictions set forth in the instrument conveying title or granting an interest in such property to the Joint Committee.

Each Owner shall have a right of usé easement for access and enjoyment ove Joint Committee Property subject tq li limited to, ffential Unit Owners or residents, Non-Residential Unit Owners or occupants, or otherwise.

The posting of rules and regulations and fees in a conspicuous manner and location within Fields or the publication in a newsletter of general circulation within Fields shall be deemed sufficient notice to all permitted users. The Joint Committee Board, in its discretion, also may provide notice by other means or methods. Every Owner and the h rules and Sommittee Associations shall comply with s regulations; provided, the. Jog may not deny an Owner acces over public or private roads the mittee controls.

In additio Committee ee : exclusive easeme tee Property may convey to the Joint Comor assign the Joint Committee énance responsibility for, improved or simproved real estate located within Fields, fersonal property, and may consist of fee simple title, easements, leases, licenses, or other property interests. The Joint Committee shall accept such property "AS IS" without any representation or warranty, express or implied, in fact or by law, with respect thereto, or with respect to the improvements thereon or thereto, and without any representations or warranties regarding future repairs or regarding the condition, construction, accuracy, completeness, design, adequacy of the size or capacity in relation to the utilization, date of completion, or the future economic performance or operations of, or the materials which has been or will be used in such property or repairs and shall main-

ity in relation to the utilization, date of completion, or the future economic performance or operations of, or the materials which has been or will be used in such property or repairs and shall maintain, operate, and manage such property as part of the Area of Joint Committee Responsibility. The Joint Committee also shall per2022 - 2022000179573 12/21/2022 02:35 PM Page 14 of 80 form, as a Joint Committee Expense, such obligations and responsibilities with respect to such property as the Founder may assign in writing. Notwithstanding the preceding, the Founder shall assign to the Joint Committee any warranties and/or contractual remedies for latent or patent defects or failure to construct/install as agreed to the extent permitted for any property conveyed to the Joint Committee.

If the Founder conveys any real property to the Joint Committee in error or if the Founder needs to make minor adjustments in property lines, upon the Founder's request and during the Development and Sale Period, the Joint Committee shall reconvey real property to the Founder or to other Persons.

The Joint Committee also may reconvey property under other circumstances, in its discretion.

3.3. Conveyance of Property from Otk Persons benefits received and levy Benef Assessments in accordance with Section 5.4.

10 3.4. Dedication of Joint Committee Property Subject to the approval of and acceptance by such entity, the Joint Committee may dedicate, lease, grant easements in, or convey portions of any real property ¢ local, state, or federal governm governmental entity, provided Committee Board has deterp sonable discretion, that g funding sourc maintain the Cr Committee actio require the Eo cluding telecommunication serSviders, and other designees of the

l entity, provided Committee Board has deterp sonable discretion, that g funding sourc maintain the Cr Committee actio require the Eo cluding telecommunication serSviders, and other designees of the Fountér, the right to grant licenses or easegnts to the extent necessary, desirable, or onvenient, in the Founder's determination, but otherwise not within a Unit unless otherwise approved by the Owner of such Unit to: (i) install utilities (including but not limited to sewer, water, telephone, gas, and electricity) and related infrastructure, and roads, lakes, ponds, drainage, walkways, pathways and trails, irrigation systems, street lights, and signage to serve Fields (1) on property the Founder or the Joint Committee owns or holds specific easements as of the date of such installation, (2) within public rights-of-way or easements reserved for such purpose on a recorded plat as set forth in any Supplement subjecting a Unit to this Covenant or in a deed conveying a Unit, or (3) within locations or easements reasonably 2022 - 2022000179573 12/21/2022 02:35 PM Page 15 of 80 agreed by the Owner of a Unit affected by 3.6. Easements to Serve Additional Propsuch installations; and erty.

(ii) inspect, maintain, repair, and The Founder hereby reserves an easement replace the utilities, infrastructure, and other over the Joint Committee Property for the improvements described above. purposes of enjoyment, use, access, and development of the property d¢ d in Ex Notwithstanding the above, the Founder hibit "B," whether or not suc reserves the right, in its discretion, to deny made subject to this Covenant.

access to any utility service provider, to the ment includes, but is not li extent permitted by law, or to condition such access on negotiated terms.

discretion, to deny made subject to this Covenant.

access to any utility service provider, to the ment includes, but is not li extent permitted by law, or to condition such access on negotiated terms.

(b) Specific Easements. Subject to the specific terms and limitations in Section 3.5(a), the Founder also reserves the nonexclusive right and power to grant and record such specific easements consistent with Section 3.5(a) upon such terms and conditions as Founder may determine. For the sake of clarity, to the extent any such easemer would burden property other than prop owned by the Founder or the Joint Cory tee, the location of the specific easey shall be subject to the written approval o Owner of the burdened property.

property that is not annexed to Yenant, the Founder shall enter into a easoMable agreement with the Joint Comjttee, or shall cause the easement holder to flo so, to share the cost of maintenance that the Joint Committee provides for the benefit of the easement holder. The shared maintenance costs may include maintenance to or along the roadway providing access to the benefited property.

(c) Minimal Interference.

sociated with the exercise_of t described in Section performed so as 3.7. Easements for Maintenance and Enforcement By this Covenant, the Founder grants to the Joint Committee easements over the Area of Joint Committee Responsibility as reasontures on any Unit, nor shall it unreasonably ably necessary to enable the Joint Committee interfere with the use of any Unit and entry to exercise rights and fulfill responsibilities onto any Unit shall be made only after rea- described in the Joint Committee Docusonable notice to the Owner or occupant. ments. Except in an emergency situation, entry shall only be during reasonable hours

Unit shall be made only after rea- described in the Joint Committee Docusonable notice to the Owner or occupant. ments. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner in the event 11 2022 - 2022000179573 12/21/2022 02:35 PM Page 16 of 80 the Area of Joint Committee Responsibility is a part of a Unit. Any member of the Joint Committee Board and its duly authorized agents and assignees in the performance of their duties may exercise such rights.

3.8. Maintenance of Bodies of Water in Fields The Joint Committee shall maintain all ponds, streams, reservoirs, lakes, and/or wetlands within Fields to the extent designated as an Area of Joint Committee Responsibility in accordance with the Joint Committee Documents. The Joint Committee shall have a perpetual, non-exclusive easement over all portions of Fields for access to and operation, maintenance, and repair of such bodies of water; provided that in the event an Area of Joint Committee Responsibility is located within the boundaries of an Owner’s U cess route(s) shall be determined by mt agreement of the Owner and _ the Committee or Founder at the time_g Committee shall have the right reasonably necessary to gain body of water, at a reasgp sibility to of Frisco and its personnel for the improvement and maintenance of any 100-year floodplain established within the Area of Joint Committee Responsibility. The Joint Committee shall reimburse the City of Frisco for any expenses incurred in the maintenance of the 100-year floodplain.

12 3.9. Water Rights The Founder reserves for itself and grants to its designees and assigns an easement over the Area of Joint Committee Responsibility for access, and for installation and mainte-

n.

12 3.9. Water Rights The Founder reserves for itself and grants to its designees and assigns an easement over the Area of Joint Committee Responsibility for access, and for installation and maintenance of facilities and equipmént%o capture and transport ground water, & stormwater runoff, and effluent produced within Fields. .

not be amended withou sent, and th shall survive main distribution irrigation ields to the boundary of any any Association common property, my other lines serving the Joint Comee Property. The maintenance obligation for irrigation lines lying solely within or serving only a single Unit or Association common property shall be the responsibility of the Unit Owner or the Association, as applicable.

3.11. Relationships with Other Properties The Joint Committee may enter into contractual agreements or covenants to share costs with the Associations or neighboring properties relating to shared or assigned maintenance responsibilities, including the obligation to contribute funds for, among other things, shared or mutually beneficial property and/or a higher level of maintenance.

2022 - 2022000179573 12/21/2022 02:35 PM Page 17 of 80 3.12. Development of Open Spaces or Re- current applicable building ordinances and serves codes.

Plats for Fields identify or may identify (ii) Commercial general liability incertain areas as "Open Space” or "Reserves." surance on the Area of Joint Committee ReThe Founder shall have the right, in its dis- sponsibility, insuring the Joint, Committee cretion, to determine appropriate uses or im- for damage or injury caused byfhe‘gegligence provements that may be constructed on such of the Joint Committee, or any ® areas. Appropriate uses or improvements ees, agents, or contractors while™s

im- for damage or injury caused byfhe‘gegligence provements that may be constructed on such of the Joint Committee, or any ® areas. Appropriate uses or improvements ees, agents, or contractors while™s may include, without limitation, signage, their behalf. If generally avgetat walls, landscaping, conservation, drainage, able cost, such coverage parks, green areas, tot lots, or pathways. at least $5,000 in tl Open Space or Reserves areas may be owned spect to er a, and maintained by the Joint Committee or an Association.

3.13. Joint Committee Insurance reasonably prudent (a) Required Coverages. The Joint fhe Joint: Committers Committee shall obtain and maintain in ef- , * yaitional. coverage or lim: fect the following insurance coverage, if sonably available, or if not reasonably z ble, the most nearly equivalent coverage reasonably available: (iii)“Workers compensation insuremployers’ liability insurance, if and t&the extent required by law; (i) Blanket property ins ering “risks of direct physical losé cial form" basis (or comparabld whatever name denominate (iv) Directors’ and officers’ liability coverage; (v) Commercial crime insurance, including fidelity insurance covering all Persons responsible for handling Association funds in an amount determined in the Joint Committee Board's business judgment but not less than an amount equal to one-fourth of the Annual Assessments on all Units plus reserves on hand. Fidelity insurance policies shall contain a waiver of all defenses based upon the exclusion of Persons serving without compensation; If such coverage is not generally available at reasonable cost, then "broad form" coverage (vi) Dram shop liability and product may be substituted, The limits of the Joint liability insurance, to the extent the Joint

is not generally available at reasonable cost, then "broad form" coverage (vi) Dram shop liability and product may be substituted, The limits of the Joint liability insurance, to the extent the Joint Committee property insurance policies shall Committee Board deems it necessary or adbe sufficient to cover the full replacement visable: ’ cost of the insured improvements under any 13 2022 - 2022000179573 12/21/2022 02:35 PM Page 18 of 80 (vii) Flood insurance, to the extent 3.14. City of Frisco Screening Regulations.

the Joint Committee Board deems necessary or advisable; and The Joint Committee shall be responsible for maintenance of all screening walls and (viii) Business automobile insurance, fences, landscaping, landscape edges, and to the extent the Joint Committee Board landscape irrigation systems located within deems necessary or advisable. the Area of Joint CommitteefReSgonsibility ot between the Area of Joint Camm€ee ReThe Joint Committee shall arrange for an sponsibility and any adjacent p annual review of the sufficiency of its insur- oughfare as shown on any p ance coverage by one or more qualified Per- Joint Committee RespopSibjks sons, at least one of whom must be familiar ance with City with insurable replacement costs in Texas. In lations. For he #4 the exercise of its business judgment, the sentence shall. ne Joint Committee Board may obtain addition- and fences, al insurance coverage and higher limits than and. lads ‘Pica t tems ‘locxed of the Area of this section requires.

(b) Deductibles. The Joint Committee's F obligated to, inspect policies may contain a reasonable deductible, \g e Joint Committee fail which shall not be subtracted from the fats uch maintenance, then the City amount of the policy in determining w

ted to, inspect policies may contain a reasonable deductible, \g e Joint Committee fail which shall not be subtracted from the fats uch maintenance, then the City amount of the policy in determining w the policy limits satisfy the requirement : , até: due notice to the Joint ComSection 3.13(a). In the event of an insy ecovér all costs incurred from the Joint Committee Expense in the same : CAmmittee or assess all property in the Area the premiums for the applicable j - of Joint Committee Responsibility for such coverage. However, if the Joiry , costs, which assessments may be secured by a Board reasonably deterpain g lien in favor of the City of Frisco.

and an opportunity i ance with the Join 3.15. City of Frisco Rights.

ets, their If the Joint Committee fails to carry out ben the Joint any maintenance obligations established pure full amount suant to the City of Frisco ordinances and against such Owner(s) and regulations, the City of Frisco or its lawful i agents shall have the right and authority, after due notice to the Joint Committee: (i) to d remiums. Premiums for perform the responsibilities of the Joint all Joint Committee insurance shall be a Committee; and (ii) to assess the Joint Joint Committee Expense. Committee and/or the Owners on a pro rata basis for all costs incurred by the City of Frisco in performing such responsibilities.

The City of Frisco shall have all liens and lien rights granted to the Joint Committee to 14 2022 - 2022000179573 12/21/2022 02:35 PM Page 19 of 80 enforce the assessments required by this Covenant and/or the right to avail itself of any other enforcement actions available to the City of Frisco pursuant to State of Texas law and/or City of Frisco regulations.

ce 15 2022 - 2022000179573 12/21/2022 02:35 PM Page 20 of 80

l itself of any other enforcement actions available to the City of Frisco pursuant to State of Texas law and/or City of Frisco regulations.

ce 15 2022 - 2022000179573 12/21/2022 02:35 PM Page 20 of 80 Article IV Joint Committee Powers 4.1. Express and Implied Powers execution of duties, and cont of the Community Manager position.

The Joint Committee shall have such express or implied powers as are reasonably 4.3. Facilities Open to thé necessary to maintain and manage the Area of Joint Committee Responsibility; provided, Certain fede it shall act in accordance with, and subject to may be open limitations imposed by, these Joint Commit- public. Such faci tee Documents and Texas law. The Joint by way of ex Committee shall have the authority to enact hike andfbike and enforce reasonable rules and regulations governing use of the Area of Joint Committee Responsibility. The Joint Committee may create, and delegate authority to, prod and nonprofit entities, which may bg edians. The Founder & thepublic at the time the Founder exempt organizations.

4.2. Community Manager(s) fesignate facilities and areas the Joint Compfittee owns as open for public use, subject to the Founder's consent during the Development and Sale Period. The Founder or the forth in the Covenay Joint Committee, as applicable, may revoke Manager(s)"). i ; establish thé such designation at any time.

4.4. Relationship with Other Entities (a) Relationships with Tax-Exempt Ore Joint Committee's ganizations. The Founder or the Joint $ Committee shall fund or contracts with, or grant exclusive and/or Aanager's operational ex- non-exclusive easements or licenses over porpenses in such amounts as the Joint Commit- tions of the Area of Joint Committee Re-

r contracts with, or grant exclusive and/or Aanager's operational ex- non-exclusive easements or licenses over porpenses in such amounts as the Joint Commit- tions of the Area of Joint Committee Retee deems sufficient. The Joint Committee sponsibility to nonprofit or tax-exempt organmay enact rules to ensure the successful crea- izations, the operation of which confers some tion, staffing (including the Joint Commit- direct or indirect benefit upon Fields and the tee's appointment rights), funding, operation, surrounding community. Such organization(s) may perform a variety of functions benefiting Fields and the larger community.

16 2022 - 2022000179573 12/21/2022 02:35 PM Page 21 of 80 If the Founder or the Joint Committee ments. If the Joint Committee Board deterestablishes a tax-exempt entity for activities mines that an Owner or occupant or an Aswithin Fields, the Joint Committee shall fund sociation has violated the Joint Committee the minimum annual organizational expenses Documents or Joint Committee rules, the of maintaining such entity and may contrib- Joint Committee Board may take action to ute additional money, real or personal prop- enforce the provision of the Joing Committee erty, or services to such entity. Such expenses Documents or rules being violg and any such contributions shall be a Joint Committee Expense. For the purposes of The Joint Committee Board sha this Section, a "tax-exempt organization" shall mean an entity exempt from federal income taxes under the Internal Revenue Code lowing “ance ("Code"), such as entities exempt under Sec- and an opponyhi tions 501(c)(3) or 501(c)(4), as the Code may manner provided be amended from time to time. Laws: fines, which (b) Other Third Parties. The Founder

, such as entities exempt under Sec- and an opponyhi tions 501(c)(3) or 501(c)(4), as the Code may manner provided be amended from time to time. Laws: fines, which (b) Other Third Parties. The Founder intends to establish one or more nonprofit corporations for the purpose of maintaining community parks and open space within the the Area of Joint Committee cluding, without limitation, pursuant to that are made available for recorded or to be recorded "Fourth B wity, the Joint Committee Board may limit an Owner's (or any Owner’s guests’ 6r invitees’) ingress or egress to or from his or her property, nor the use of any element of drainage, detention or retention upon which an Owner’s site is reliant and/or served.

All sanctions imposed under the Joint Committee Documents are cumulative of any remedies and other enforcement methods available to the Joint Committee at law or in equity.

The decision to pursue enforcement action in any particular case shall be left to the tiative or upon the filing of ; Joint Committee Board's discretion.

a signed, written complaint by any Owner with the Joint Committee Board, the Joint Committee Board may investigate the facts and circumstances surrounding any dispute concerning, or actual or alleged breach or violation of the Joint Committee DocuThe City of Frisco and Collin and Denton Counties, Texas may enforce its ordinances within Fields and the Joint Committee may contract with the City of Frisco and Collin 17 2022 - 2022000179573 12/21/2022 02:35 PM Page 22 of 80 and Denton Counties, Texas for the provision of law enforcement services within Fields in addition to those which may otherwise be provided. Except as specifically set forth in this Covenant, the City of Frisco shall have no authority to enforce the Joint

cement services within Fields in addition to those which may otherwise be provided. Except as specifically set forth in this Covenant, the City of Frisco shall have no authority to enforce the Joint Committee Documents.

ce 18 2022 - 2022000179573 12/21/2022 02:35 PM Page 23 of 80 Article V Joint Committee Funding 5.1. Budgeting and Allocating Joint of land subject to the Assock harter Committee Expenses; Annual As- (increased to the next highest wh’ wber sessments of acres) which is subject to agse year, the Joint Committee Board shall pre- are assigned acre of land (iffc (a) Prior to the beginning of each fiscal (ii) All Op 5 pare a budget of the estimated Joint Committee Expenses for the coming year, including any contribution to be made to a reserve fund pursuant to Section 5.2 and any payments due under any Notes (as defined below). The budget shall reflect the sources and estimated amounts of funds to cover such expenses, which may include any plus to be applied from prior years, a come expected from sources other tha number of Equivalent Units allocatAssociations and Units subject to The amount to of the Annual Assessment allocated to other Units shall be determined by multiplying the Joint Committee Expenses by a fraction, the numerator of which shall be the number Equivalent Units assigned to the Unit, and the denominator of which shall be the total number of Equivalent Units allocated to all Associations and Units subject to assessment.

(c) The Joint Committee Board shall send to each Owner a summary of the budget and notice of the amount of the Annual Assessment to be levied against each Association and/or the Owner's Unit at least 30 days prior to the due date established for the payment of the Annual Assessment; provided,

amount of the Annual Assessment to be levied against each Association and/or the Owner's Unit at least 30 days prior to the due date established for the payment of the Annual Assessment; provided, the Joint Committee Board's failure to do so shall not invalidate the Annual Assessment the Units, shall be alloassessment ala cated as follows: (i) in the event Units (whether Residential or Non-Residential) are subject to an Association Charter, each Association shall be assigned one "Equivalent Unit" for each acre 19 2022 - 2022000179573 12/21/2022 02:35 PM Page 24 of 80 or any Association rights regarding the collec- notice of the date, time and location of a tion of delinquent Annual Assessments, and meeting to consider approval of the budget provided as well that the Maximum Annual which meeting shall be set by the Joint Assessment, described below, for the year of Committee Board to occur no less than 10 such budget has not been exceeded. Such nor more than 20 days after the mailing of notice shall also be sent to an Association if a the summary of the budget.

Unit is subject to an Association Charter. and Annual Assessment shall ly upon approval of Owners repxese The notice of Annual Assessments shall least 67% of the Equivalent UnitsSgttriPyytaset out (i) the amount of the Annual Assess- ble to Units subject to assesé ment attributed to an Association and ed at a meeting. The M against a Unit and the formula for the com- sessment. shal putation thereof; (ii) the date upon which the Unit per year Annual Assessment shall be deemed delin- shall automatical quent; (iii) that Annual Assessments not paid within 30 days after the due date shall be deemed delinquent; and (iv) that delinquent assessments will bear interest from the due

elin- shall automatical quent; (iii) that Annual Assessments not paid within 30 days after the due date shall be deemed delinquent; and (iv) that delinquent assessments will bear interest from the due date until paid at a rate equal to 18% per annum or such other rate as the Joint Committee Board may establish, subject to limitations of Texas law, and, at the Bdardi election, shall be subject to late charge n the event the compilation and/or the extent permitted by Texas law. Phicgtion of the CPI shall be substantially time to time, the Joint Committee 3 evised, transferred to any other governmenadditional procedures relating to department or bureau or agency or shall Assessments, including billing a be discontinued, then the index (or a substiprocedures. tute procedure which reasonably reflects and monitors fluctuations in consumer prices) most nearly the same as the CPI shall be used to make the calculations directed herein, or in the event no such alternative index exists or a dispute arises concerning the selection of such alternative index, the Joint Committee Board shall have the final right and power to select and/or formulate such an alternate index. During the Founder Control Period, the Founder's written consent also shall be required to disapprove the budget and Anquent fiscal aim Annual As mer Price Index" or § Consumer Price Inis provided. There shall be no obligation to call a meeting for the pur- rertes|) Duewecnamniesat, pose of considering the budget or the Annual Assessments. If the proposed budget and The Board may revise the budget and adAnnual Assessment exceed the Maximum just the Annual Assessment from time to Annual Assessment described below, such time during any fiscal year in accordance

d The Board may revise the budget and adAnnual Assessment exceed the Maximum just the Annual Assessment from time to Annual Assessment described below, such time during any fiscal year in accordance notice of budget shall be accompanied by with the provisions of this Section 5.1(c).

20 2022 - 2022000179573 12/21/2022 02:35 PM Page 25 of 80 Annual Assessments shall be payable with- obligate itself (by contract, loan agreement, in 30 days after the due date established for or otherwise) to provide reserve funds as the payment of Annual Assessments by the needed on a "cash basis" in lieu of the Joint Joint Committee Board and set forth in the Committee funding reserves on an accrual notice of Annual Assessment. basis. So long as the Joint Committee Board exercises business judgment in, determining (d) If any proposed budget is disapproved an adequate amount of rese or the Joint Committee Board fails for any of the reserve fund, if any, shal be reason to determine the budget for any year, ered adequate. The Joint Committ then the budget most recently in effect, sub- has no duty to fund reserves ject to increase in an amount not to exceed od that the Founder is the Maximum Annual Assessment in effect nafetes budge Bits for such year, as determined in the Joint this Section at Committee Board's discretion, shall continue fund Joint Com in effect until a new budget is determined. contributio The Joint Committee Board's failure to fix assessment amounts or to deliver or mail assessment notices as required shall not be deemed a waiver, modification, or a release of any Owner from the obligation to pay assessments.

by "in kind" contribuerials, or by a combibAssessments 5.2. Budgeting for Reserves addition to other authorized assess-

ication, or a release of any Owner from the obligation to pay assessments.

by "in kind" contribuerials, or by a combibAssessments 5.2. Budgeting for Reserves addition to other authorized assess& with the approval of the Founder duryw the Development and Sale Period, the tions for capital and operating rgSery€s. 'S oint Committee may levy Special Assesscontributions shall take into facdo he ments to cover non-routine or unanticipated number and nature of repl e asdets, hie expenses or expenses in excess of those budgeted. Such Special Assessments shall require the affirmative vote or written consent of Owners representing at least 50% of the total ay adopt Equivalent Units attributable to Units subditure of any ject to assessment at a special meeting held for that purpose within 30 days after notice of the Special Assessment is provided to Owners. Approved Special Assessments shall be allocated in the same manner as Annual In its discretion, the Joint Committee expected life of each ; repair or replaceme 3 modify, limit, or expand Assessments pursuant to Section 5.1.

such policies without the Founder's prior written consent. 5.4. Benefited Assessments The Joint Committee Board may enter The Joint Committee may levy Benefited into agreements with the Founder, on nego- Assessments against an Association or any tiated terms, under which the Founder may particular Unit to cover costs incurred in 21 2022 - 2022000179573 12/21/2022 02:35 PM Page 26 of 80 bringing a Unit or any Association property payments under any Notes as they fall due into compliance with the Joint Committee and pledges the Annual Assessments to the Documents or the Association's documents, Founder or its designee as additional security

r any Notes as they fall due into compliance with the Joint Committee and pledges the Annual Assessments to the Documents or the Association's documents, Founder or its designee as additional security or costs incurred as a consequence of the for the repayment of any Notes.

conduct of an Owner or occupant of a Unit, an Association, or their respective agents, Notwithstanding any provis contractors, employees, licensees, invitees, or Joint Committee Documents guests; provided, the Joint Committee Board the Joint Committee shall not it shall give prior written notice and an oppor- or Hae any pettion of the tunity for a hearing, in accordance with the ions of the Joint Committee By-Laws, before levying any sent during the Developpfey Benefited Assessment under this subsection. od. Nothing i j the Founder t 7 5.5. Joint Committee Financing The Joint Committee may borrow money for the purpose of purchasing or improving the property within Fields and any facilities situated thereon in a manner designed to promote the enjoyment and welfare of the as security any or all assessme onic assessment collection methods. If any Person is delinquent in paying any assessment, fee, or other charge, the Joint ComFor purposes of th mittee Board may require that the outstand“Notes" includes a trument, ing balance on all assessments against it be to be- paid in full immediately.

be entitled.

Each Owner covenants and agrees to pay all assessments, fees, and charges that this Covenant authorizes. All assessments, together with interest (computed from its due date at a rate of 18% per annum or such othanditfe any provision of this er rate as the Joint Committee Board may Covenant to the contrary, the Joint Commit- establish, not to exceed the maximum rate of

at a rate of 18% per annum or such othanditfe any provision of this er rate as the Joint Committee Board may Covenant to the contrary, the Joint Commit- establish, not to exceed the maximum rate of tee, prior to the payment of any other costs interest, if any, permitted under Texas law), or expenses, shall apply funds received as late charges as determined by Joint Commit Annual Assessments to repayment of any tee Board resolution, costs, and reasonable Notes. The Joint Committee shall levy An- attorneys fees, shall be the personal obliganual Assessments at a sufficient level to make tion of each obligor until paid in full; providLe 2022 - 2022000179573 12/21/2022 02:35 PM Page 27 of 80 ed, in the case of Units governed by an Asso- as to Persons who rely thereon in good faith.

ciation, the Joint Committee's lien shall be The Joint Committee may require the adupon each Unit in a pro rata amount corre- vance payment of a reasonable processing fee sponding to the Unit's share of any unpaid for issuance of such certificate.

assessment or other charge, as determined based upon the Association's governing documents. Any Unit Owner governed by an from liability for assessment Association may obtain a release of its Unit from such personal obligation or the Joint Committee's lien by paying to the Joint No Person subject to assessment is exempt byyyirtue of Committee its pro rata share of the amount diminution or abateme secured by such lien. However, the release of set-off shall b any individual Unit Owner from the person- alleged failur al obligation or lien for assessments shall not Joint Committee be a waiver of the Joint Committee's right to pursue payment of all unpaid assessments for inconyg and other charges from the other Unit Own- € iafprovements, or

assessments shall not Joint Committee be a waiver of the Joint Committee's right to pursue payment of all unpaid assessments for inconyg and other charges from the other Unit Own- € iafprovements, or ers. Upon a transfer of title to a Unit, the inaction.

grantee shall be jointly and severally liable with the grantor for any assessments, including Benefited Assessments, due the Committee at the time of conveyance.

: Assessments to Units n Association Charter. With its subject to an Association € Association shall include asis levied against such Units as a line the Association's budget. The Assoion shall allocate and levy assessments evied against the Units in accordance with the Association's governing documents.

Within seven days after receipt of a4yr 5.7. Lien for Assessments The Joint Committee shall have a lien against each Unit to secure payment of delinquent Annual, Special, and Benefited Assessments, and all other fees, charges, as well as interest, late charges (subject to the limitations of Texas law), and costs of collection (including attorneys fees and expenses), which lien shall attach with respect to all assessments, fees, and other charges at such time as the Unit is made subject to this Covenant); provided, in the case of a Unit governed by an Association, and in the case of any assessment or other charge levied directly against a Unit, the Joint Committee's lien became due, and any efi payments or prepaid items and a statement of any defaults by the Owner under any of the Joint Committee Documents or an affirmation that no such defaults exist. Such certificate shall be conclusive evidence of payment with respect to the period specified in the certificate and shall be binding upon the Joint Committee 23

rmation that no such defaults exist. Such certificate shall be conclusive evidence of payment with respect to the period specified in the certificate and shall be binding upon the Joint Committee 23 2022 - 2022000179573 12/21/2022 02:35 PM Page 28 of 80 shall be upon each Unit in a pro rata amount Notwithstanding the above, prior to forecorresponding to the Unit's share of any un- closing on any Unit as to which an Eligible paid assessment or other charge, as deter- Holder (as defined in Section 6.1) is a Mortmined based upon the assignment of Equiva- gagee (as defined in Article VI), the Joint lent Units. Such lien shall be superior to all Committee shall provide the Eligible Holder other liens except the liens of all taxes, as- at least 60 days written notice ofthe foreclosessments, and other public levies which by sure and an opportunity to cg e default law would be superior and the lien or charge during such notice period.

of any recorded mortgage made in good faith and for value having first priority over any The Joint Committee she other mortgages on the Unit. Such lien, the notice and right of when delinquent, may be enforced by suit, ments after a judgment, and judicial or nonjudicial fore- Texas Resident closure.

The Jo The Joint Committee may, as further evi- liened Un dence and notice of the lien, execute and quire, hq Pycawe Sell, and convey record a document setting forth as to any ilg the Joint Committee Unit the amount of the delinquent sums due to the Joint Committee at the time such document is executed and the fact that af#fe ual assessment, its pro rata share assessment that would have been hargéd such Unit had it not been acquired bythe Joint Committee.

The sale or transfer of a Unit (including by foreclosure of a mortgage or by deed in

its pro rata share assessment that would have been hargéd such Unit had it not been acquired bythe Joint Committee.

The sale or transfer of a Unit (including by foreclosure of a mortgage or by deed in lieu of foreclosure) shall not affect the lien or relieve such Unit from the lien for any subsequent assessments. An Owner acquiring a Unit through foreclosure of a first mortgage shall not be personally liable for assessments due prior to acquisition of title, but the lien shall remain.

5.8. Commencement of Assessments trust on redMprOperty. Each Owner hereby grants to the Joint Committee, whether or not it is so expressed in the deed or other instrument conveying such Unit to the Owner, a power of sale to be exercised in accordance with Texas Property Code Section 51.002, as it may be amended.

The obligation to pay assessments shall commence to accrue as to each Unit on the date title to the Unit is transferred to an Owner other than the Founder or any Founder Affiliate; provided, no assessment shall be due and payable prior to the month 24 2022 - 2022000179573 12/21/2022 02:35 PM Page 29 of 80 in which the Joint Committee Board first kind" contributions of services or materials, determines a budget and levies assessments or by a combination of these.

pursuant to this chapter. The first Annual Assessment levied on each Unit shall be ad- 5.9. Exempt Property justed according to the number of months remaining in the fiscal year at the time assessments commence on the Unit.

(a) Tax Exempt Entities. Both the Founder and the Joint Com (with the consent of the Found Development and Sale Period) sha right, but not the obligation.

Assessments shall be paid in such manner and on such dates as the Joint Committee Board may establish. If the Joint Committee

the Found Development and Sale Period) sha right, but not the obligation.

Assessments shall be paid in such manner and on such dates as the Joint Committee Board may establish. If the Joint Committee Board so elects, assessments may be paid in two or more installments. If any Owner is delinquent in paying any assessments or other charges levied on his Unit, the Joint Committee Board may require the outstanding balance on all assessments to be paid in full immediately.

Notwithstanding anything to the contrary, Founder and Founder Affiliates shall fyftd any shortfall under the budget to fund Joint Committee Expenses resulting events other than failure of Owners Other Exempt Properties. All Joint gmmittee Property, property the Founder é6r any Affiliate of the Founder owns (other than any Units owned by Founder and Founder Affiliates from and after the effective date of an election pursuant to Section 5.8 to discontinue funding shortfalls), any property owned by the United States, the State of Texas, the City of Frisco, Collin or Denton Counties or any instrumentality or agency of any such entity, and any property owned by any public utility for public pur poses shall be exempt from the payment of Annual and Special Assessments.

Founder Affttert€s advanced during such fiscal year to cover shortfalls. Regardless of the Founder's election under this Section, any of the Founder's and Founder Affiliates financial obligations to the Joint Committee may be satisfied in the form of cash or by “in (c) Binding Effect. Exemptions granted by the Founder shall be binding on the Joint Committee.

25 2022 - 2022000179573 12/21/2022 02:35 PM Page 30 of 80 5.10. Expenditure of Funds The Joint Committee may use the funds it collects in any manner it deems appropri-

binding on the Joint Committee.

25 2022 - 2022000179573 12/21/2022 02:35 PM Page 30 of 80 5.10. Expenditure of Funds The Joint Committee may use the funds it collects in any manner it deems appropriate in fulfilling its responsibilities under this Covenant. Subject to Section 5.1, the Joint Committee's judgment in determining the amount of assessments and the allocation and expenditure of such funds shall be final so long as such judgment is exercised in good faith, and the Joint Committee, any trustee, or any officer shall not be liable to any Person or entity for any error in judgment, or any action or inaction of the Joint Committee, the trustees, or any officer, relating to the expenditure of such funds.

26 2022 - 2022000179573 12/21/2022 02:35 PM Page 31 of 80 Article VI Rights of Lenders In order to enhance each Owner's ability to obtain financing for the purchase of his or her Unit, this Article sets forth various provisions for the benefit of lenders who make mortgage loans and for the benefit of those agencies that guarantee and insure mortgage loans made by institutional lenders.

If a Unit is made subject to a mortgage or other form of security instrument affecting title to a Unit ("Mortgage"), then the holder or beneficiary of that Mortgage ("Mortgagee") also has an interest in the administration of Fields. The following provisions are for benefit of holders, insurers and guarantg first Mortgages on Units. The provisio this Article apply to both this Covenan to the Joint Committee By-Laws, no standing any other provisions therein.

Notices of Action 6.1.

(a) Any condemnation loss or any casualty loss that affects a material portion of Fields or that affects any Unit on which there is a first Mortgage held, insured, or guaranteed

tices of Action 6.1.

(a) Any condemnation loss or any casualty loss that affects a material portion of Fields or that affects any Unit on which there is a first Mortgage held, insured, or guaranteed by such Eligible Holder; assessments or charges owed by’ , ject to the Mortgage of such Eli period of 60 dayg and a with forecloste pt ai Section 5.9; igible Holder, or of such Unit, which Upon request, each Owner shall be obligated to furnish to the Joint Committee the name and address of the holder of any Mortgage encumbering such Owner's Unit.

6.3. Failure of Mortgagee to Respond Any Mortgagee who receives a written request from the Joint Committee Board to respond to or consent to any action shall be deemed to have approved such action if the Joint Committee does not receive a written response from the Mortgagee within 30 days of the date of the Joint Committee's request, provided such request is delivered to the Mortgagee by certified or registered mail, return receipt requested.

27 2022 - 2022000179573 12/21/2022 02:35 PM Page 32 of 80 Article VII General 7.1. Amendment recordation. In no event sha conditions or circumstances (a) By the Founder. The Founder may amend any provision of this unilaterally amend this Covenant if such amendment is necessary (i) to bring any pro- 7.2. Duratio vision into compliance with any applicable governmental statute, rule, regulation, or ju- This Covenafits dicial determination; (ii) to enable any reputable title insurance company to issue title insurance coverage on any portion of the property subject to this Covenant; (iii) to permit any institutional or governmental lender, purchaser, guarantor, or insurer of mortgage loans to make, purchase, guarangeg or insure mortgage loans; or (iv) to satisf

to this Covenant; (iii) to permit any institutional or governmental lender, purchaser, guarantor, or insurer of mortgage loans to make, purchase, guarangeg or insure mortgage loans; or (iv) to satisf requirements of any local, state, or fe governmental agency.

a document stating is terminated and that ecorded within the year before In such case, this Covenant arminate on the date specified in the pAtion document.

(b) By the Owners. Except a specifically provided above and f If any provision of this Covenant would this Covenant, this Covendnt be unlawful, void, or voidable by reason of any rule restricting the period of time that covenants can affect title to property, that provision shall expire 21 years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England 7.3. Transfer of the Founder Rights Any or all of the rights reserved to the Founder by the Joint Committee Documents may be transferred to other Persons in whole Challenges. or in part from time to time. No such transfer shall be effective unless it is granted in a written instrument, signed and recorded by the Founder. Transfer of the Founder rights may not enlarge a right beyond that conAny procedural challenge to an amend- tained in the Joint Committee Documents.

ment must be made within six months of its (c) Effective Date; Amendments to this Covenant are effective upon recordation unless a later effective date is specified.

28 2022 - 2022000179573 12/21/2022 02:35 PM Page 33 of 80 7.4. Development Joint Committee Documents, the party prevailing in such action shall be entitled to reEach Owner acknowledges that Fields is a cover from the other party thereto, as part of master planned community, the development the judgment, reasonable attorney’s fees and

shall be entitled to reEach Owner acknowledges that Fields is a cover from the other party thereto, as part of master planned community, the development the judgment, reasonable attorney’s fees and of which is likely to extend over many years, costs, including administrative and lien fees, and agrees that neither the Joint Committee of such suit. In the event that the Joint nor any Owner shall engage in, or use Joint Committee is a prevailing ps Committee funds to support, any protest, tion, the amount of such attor s and challenge, or other form of objection to (a) costs shall be a charge and lien 3 any uses or density of property within Fields, property of the adverse Owng (b) any changes to any subdivision plat or frvebved. ia the action in Supplement describing property within assessments U ticlé Fields, (c) approval of a subdivision plat or Supplement for additional land to be an- 7.7. Notice nexed to this Covenant, or (d) the Founder's implementation of the development of any portion of Fields.

o this Covenant ordance with the 7.5. Liability for Joint Committee Operations The Joint Committee shall, to the 5 enant shall be governed by and extent permitted by law, indemnify, de and hold harmless the Founder and all losses, claims, demands, da and expenses of whatever kind ¢g cluding, without limitation, In this Covenant, the singular shall be construed to mean the plural, when applicable.

torneys fees and costs a and whether or not sug ing those incurred i 7.10. Severability Whenever possible, each provision of this Covenant shall be interpreted in such manner as to be effective and valid, but if application of any provision of this Covenant to any Person or to any property shall be prohibited or held invalid, such prohibition or invalidity

such manner as to be effective and valid, but if application of any provision of this Covenant to any Person or to any property shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the invalid provision or 7.6. Attorneys Fees application, and, to this end, the provisions ee of this Covenant shall be severable.

In the event of an action instituted to enforce any provision contained in the Joint Committee Documents or the Association's 29 2022 - 2022000179573 12/21/2022 02:35 PM Page 34 of 80 7.11. Captions The captions of each Article and Section in this Covenant, as to the contents of each Article and Section, are inserted only for convenience and shall not be construed as defining, limiting, extending, or otherwise modifying or adding to the particular Article or Section to which they refer.

7.12. Exhibits Exhibits "A" and "B" are incorporated by this reference, and Section 7.1 shall govern amendment of those exhibits. Exhibit "C" is the provisions of this Covenant that refe such Exhibit.

7.13 Transfer of Title Any Owner that sells or othe fers title to a Unit shall give the feree, the date of suc such other informatio son transferring title shall continue to be liable for all assessments accruing prior to the date of such transfer until paid.

30 incorporated by this reference and Sections 3.1 and 7.1 shall govern amendments to such Exhibit. Exhibits "D" and "E" are attached o; for informational purposes and may be amended as provided in such Exhibit or in LY 2022 - 2022000179573 12/21/2022 02:35 PM Page 35 of 80 IN WITNESS WHEREOF, the undersigned Founder has executed this Covenant the date and year first written above.

s provided in such Exhibit or in LY 2022 - 2022000179573 12/21/2022 02:35 PM Page 35 of 80 IN WITNESS WHEREOF, the undersigned Founder has executed this Covenant the date and year first written above.

FOUNDER: FHQ DEVELOPMENT PARTNERS LP, a Delaware limited partnership By: FHQ Holdings GP LLC, a Delaw’s bility company, its —_ pwr er STATE OF TEXAS § § COUNTY OF Dallas M. Watson, Vice President of FHQ Holdings @P YLC elawe ability company, in its capacity as the General Partner of FHQ DE WE MART LP, a Delaware limited FRANCES HARPER ID # 1197444-7 [SIGNATURES CONTINUED ON NEXT PAGE] 31 2022 - 2022000179573 12/21/2022 02:35 PM Page 36 of 80 OWNER CONSENT The undersigned, being the owner of a portion of that property described on Exhibit "A" of this Covenant described as "PRESERVE AT FIELDS RESIDENTIAL," hereby joins in the execution of this Covenant to evidence its consent to such instrument and consent to subjecting such property to the covenants, conditions, restrictions and obligation set forth therein.

IN WITNESS WHEREOF, the undersigned hereby joins in execution of this cs FIELDS PRESERVE LP, a Delaware limit By: FHQ Holdings GPL bility company STATE OF TEXAS § COUNTYOF nlles 5 AI" day of Daecerntou, 2022, by Todd a Delaware limited liability company, in its INVESTMENT PARTNERS LP, a Dela“F { an Ot ad ot Pet Z ot L ge Notary Public “f TOME s- Avge Printed Name of Notary f !

My Commission Expires: 7: 15 / G04 _.

[SIGNATURES CONTINUED ON NEXT PAGE] 32 2022 - 2022000179573 12/21/2022 02:35 PM Page 37 of 80 OWNER CONSENT The undersigned, being the owner of a portion of that property described on Exhibit "A" of

.

[SIGNATURES CONTINUED ON NEXT PAGE] 32 2022 - 2022000179573 12/21/2022 02:35 PM Page 37 of 80 OWNER CONSENT The undersigned, being the owner of a portion of that property described on Exhibit "A" of this Covenant described as "EAST VILLAGE RESIDENTIAL," hereby joins in the execution of this Covenant to evidence its consent to such instrument and consent to subjecting sych property to the covenants, conditions, restrictions and obligation set forth therein.

IN WITNESS WHEREOF, the undersigned hereby joins in execution of this Ce FIELDS EAST PARTNERS LP, a STATE OF TEXAS § § COUNTY OF Ja /lae_§ L FH, Bribe” Ala ype Notary Public moet j ow Af 4 seni - ; tae . pr PT A WN ing BD gp we i PCA ee ty fof at ie tL Printed Name of Notary , My Commission Expires: 7, ‘ af Boo!

33 2022 - 2022000179573 12/21/2022 02:35 PM Page 38 of 80 EXHIBIT "A" Property Initially Submitted PRESERVE AT FIELDS RESIDENTIAL Abstract No. 941, the William E. Bates Survey, Abstract No. 90, the John R. Hague stract t No. 1714, and the Charles L. Smith Survey, Abstract Nos. 807 and 1185,Gi Warranty Deed to 2022-153615, record Denton County, Texas, and being more orded in Document No. 2018-]4 northerly line of said 267.74-acte PGA Frisco Addition, Black and distnee of South 20°42' 07" West, 40. 53 feet; In a southerly direction, with said curve to the right, an arc distance of 40.54 feet to a point for corner; South 68°10'15" East, a distance of 10.00 feet to a point for corner on the easterly line of said 267.74-acre tract, same being at the beginning of a non-tangent curve to the right with a radius Exhibit "A" - Page 1 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 39 of 80

easterly line of said 267.74-acre tract, same being at the beginning of a non-tangent curve to the right with a radius Exhibit "A" - Page 1 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 39 of 80 of 1,040.00 feet, a central angle of 26°28'10", and a chord bearing and distance of South 35°03'51" West, 476.20 feet; THENCE in a southerly direction, along the easterly line of said 267.74-acre tract and with said curve to the right, an arc distance of 480.46 feet to a point for corner; acre tract, same being at the beginning of a tangent curve to the left with a radius o a central angle of 13°49'05", and a chord bearing and distance of South 41°23'23" feet; THENCE in a southerly direction, along the easterly line of said curve to the left, an arc distance of 279.76 feet to a point at the be South 38°55'34" West, 41.55 feet; THENCE in a southerly direction, continuing along the eastg ace Of 41.59 feet toa eet, a central angle of feet; point at the beginning of a reverse curve to the le 14°32'30", and a chord bearing and distance of the beginning of a compound curve fe 05°37'01", and a chord bearing gaehth 3 1 V In a southerly direction, wit safd pourkd curve to the left, an arc distance of 114.80 feet to a point for corner; ; Q OS South 66°24'37" fith a radius of 1,160.00 feet, a central angle of 06°30'07", and a chord beare of South 13°25'13" West, 131.56 feet; THENCE continuing along the easterly line of said 0.039-acre tract the following courses and distances: In a southerly direction, with said curve to the left, an arc distance of 131.63 feet to a point at the beginning of a reverse curve to the right with a radius of 503.00 feet, a central angle of 05°13'24", and a chord bearing and distance of South 12°46'51" West, 45.84 feet; Exhibit "A" - Page 2 of 10

e beginning of a reverse curve to the right with a radius of 503.00 feet, a central angle of 05°13'24", and a chord bearing and distance of South 12°46'51" West, 45.84 feet; Exhibit "A" - Page 2 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 40 of 80 In a southerly direction, with said curve to the right, an arc distance of 45.85 feet to a point at the beginning of a reverse curve to the left with a radius of 527.00 feet, a central angle of 12°02'01", and a chord bearing and distance of South 09°22'32" West, 110.48 feet; In a southerly direction, with said curve to the left, an arc distance of 110.68 feet to a point for corner; South 00°05'47" West, a distance of 182.10 feet to the southeast corner of s& tract; corner THENCE continuing across said 267.74-acre tract the following & North 89°54'13" West, a distance of 164.97 feet to a point for,eo South 84°38'46" West, a distance of 150.86 fee ift 2 go iri f a non-tangent curve to the left with a radius of 1,560.00 fee Anol® ; 0", and a chord bearIn a westerly direction, with said cu 3 ance of 259.41 feet to a point for corner; South 76°17'58" West, a distance of € ec a poipt at the beginning of a tangent curve to the left with a radius of 8,012.Q0.fe al angl€ of 00°53'50", and a chord bearing and e left, an arc distance of 125.46 feet to a point at ight with a radius of 1,808.00 feet, a central angle of THENCE along the southerly line of said 0.019-acre tract the following courses and distances: In a westerly direction, with said curve to the right, an arc distance of 78.21 feet to a point for corner; Exhibit "A" - Page 3 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 41 of 80 North 81°01'22" West, a distance of 164.62 feet to a point at the beginning of a tangent curve

to a point for corner; Exhibit "A" - Page 3 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 41 of 80 North 81°01'22" West, a distance of 164.62 feet to a point at the beginning of a tangent curve to the right with a radius of 63.00 feet, a central angle of 52°40'15", and a chord bearing and distance of North 54°41'09" West, 55.90 feet; In a northerly direction, crossing said 267.74-acre tract and with said curve to the right, an arc distance of 57.92 feet to a point for corner; THENCE continuing across said 267.74-acre trac the following courses and distances’ distance of North 12°49'02" West, 17.67 feet; ; tarice/o In a northerly direction, with said curve to the right, an arc dis In a northerly direction, with said compound vs to th to a point for corner; North 73°49'17" West, a distance of 93.29 fea a f eebefinning of a non-tangent curve to the right with a radius of 80,0 feely a ceff agle 8€07°17'02", and a chord bearing In a southerly direction, with said cuf the beginning of a compound cyupwest THENCE in a westerly direction, along the southerly line of said 267.74-acre tract and with said curve to the left, an arc distance of 697.23 feet to the easternmost corner of said 0.033-acre tract, same being the beginning of a compound curve to the left with a radius of 462.00 feet, a central angle of 06°57'33", and a chord bearing and distance of South 88°42'46" West, 56.08 feet; THENCE along the southerly line of said 0.033-acre tract the following courses and distances: Exhibit "A" - Page 4 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 42 of 80 In a westerly direction, with said compound curve to the left, an arc distance of 56.11 feet to a point for corner; South 85°13'59" West, a distance of 120.36 feet to a point at the beginning of a tangent curve

rly direction, with said compound curve to the left, an arc distance of 56.11 feet to a point for corner; South 85°13'59" West, a distance of 120.36 feet to a point at the beginning of a tangent curve to the right with a radius of 63.00 feet, a central angle of 38°46'01", and a chord bearing and distance of North 75°23'00" West, 41.82 feet; In a westerly direction, with said tangent curve to the right, an arc distance of 4 point for corner; North 56°00'00" West, a distance of 0.91 feet to a point at the beginning ofA tg tance of North 33°02'51" West, 76.43 feet; In a northerly direction, crossing said 267.74-acre tract and with sg right, an arc distance of 78.52 feet to a point for corner; THENCE continuing across said 267.74-acre tract Oo South 86°26'17" West, a distance of 94.22 féet fo ag to the right with a radius of 65.63 f€ distance of South 07°51'42" East, 4.53 an arc distance of 4.52 feet to a point at h a radius of 33.00 feet, a central angle of THENCE in a westerly direction, along the southerly line of said 267.74-acre tract and with said reverse curve to the left, an arc distance of 631.72 feet to a point for corner; THENCE South 71°26'15" West, continuing along the southerly line of said 267.74-acre tract, a distance of 200.10 feet to a point for corner; Exhibit "A" - Page 5 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 43 of 80 THENCE North 18°34'59" West, departing the southerly line of said 267.74-acre tract and crossing said 267.74-acre tract, a distance of 12.50 feet to a point for corner; THENCE South 71°26'15" West, continuing across said 267.74-acre tract, a distance of 221.83 feet to a point for corner on the westerly line of said 267.74-acre tract and the southerly line of the aforementioned Lot 1;

6'15" West, continuing across said 267.74-acre tract, a distance of 221.83 feet to a point for corner on the westerly line of said 267.74-acre tract and the southerly line of the aforementioned Lot 1; THENCE along the common line of said 267.74-acre tract and said Lot | the fol ourses and distances: North 07°40'16" West, a distance of 245.92 feet to a point for corner; North 18°52'09" West, a distance of 685.19 feet to a point for Gay North 53°47'04" West, a distance of 254.77 feet to a point for corne South 66°10'08" East, a distance of 210.57 feet to a point for corner; South 18°06'39" East, a distance of 97.32 feet to a point for corner; South 34°02'30" West, a distance of 163.32 feet to a point for corner; Exhibit "A" - Page 6 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 44 of 80 South 29°56'00" West, a distance of 673.75 feet to a point for corner; South 26°12'44" West, a distance of 376.97 feet to a point for corner; South 18°33'33" West, a distance of 421.88 feet to a point for corner; South 11°07'06" East, a distance of 153.19 feet to a point for corner; South 56°47'02" East, a distance of 212.13 feet to a point for corner; South 89°10'14" East, a distance of 252.64 feet to a point for corner; North 81°56'09" East, a distance of 150.33 feet to a point for cytes North 48°03'39" East, a distance of 473.73 feet to a point for corne North 22°33'21" East, a distance of 200.65 feet to a point foytorne North 46°37'38" East, a distance of 352.07 fee oint For korner; Exhibit "A" - Page 7 of 10 2022-2022000179573 12/21/2022 02:35 PM Page 45 of 80 COLLIN COUNTY DENTON COUNTY 0.005-ACRE & 0.039-ACRE TRACTS CHARLES L. SMITH SURVEY ABSTRACT NO. 807 CALLED 155.33 ACRES FIELDS MIDTOWN WEST INVESTMENT PARTNERS LP DOC. NO. 2021-125160, O.R.D.C.T.

f 80 COLLIN COUNTY DENTON COUNTY 0.005-ACRE & 0.039-ACRE TRACTS CHARLES L. SMITH SURVEY ABSTRACT NO. 807 CALLED 155.33 ACRES FIELDS MIDTOWN WEST INVESTMENT PARTNERS LP DOC. NO. 2021-125160, O.R.D.C.T.

INST. NO. 20210713001409880, O.P.R.C.C.T.

JOHN T. LANDRUM SURVEY ABSTRACT NO. 764 CALLED 0.065 ACRE CITY OF FRISCO, TEXAS INST. NO MEMPHIS, EL PASO AND PACIFIC RAILROAD COMPANY SURVEY ABSTRACT NO. 941 LOT 1, BLOCK A PGA FRISCO ADDITION BLOCK A, LOT 1 INST. NO. 2020-408 LEGACY DRIVE DOC. NO. 2020-111, O.R.D.C.T.

JOHN R. HAGUE SURVEY ABSTRACT NO. 1714 TRACT 3 (CALLED 2.1799 ACRES) ROCKHILL LEGACY I, LP INST. NO. 2018-144671, O.R.D.C.T.

Ρ.Ο.Β.

WOODEN FENCE CORNER POST FOUND CHARLES L. SMITH SURVEY ABSTRACT NO. 1185 266.769 ACRES 11,620,478 SQ. FT.

Unofficial PORTION OF CALLED 267.74 ACRES FIELDS PRESERVE INVESTMENT PARTNERS UP DOC. NO. 2021-125162, O.R.D.C.T.

INST. NO. 20210713001409910, OP.R.C.C.T.

LOT 1, BLOCK A PGA FRISCO ADDITION BLOCK A, LOT 1 INST. NO. 2020-408 Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202), North American Datum of 1983.

LEGEND P.O.B. = POINT OF BEGINNING REUBEN H. BATES SURVEY ABSTRACT NO. 68 O.R.D.C.T. = OFFICIAL RECORDS, DENTON COUNTY, TEXAS O.P.R.C.C.T. = OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS MICHAEL MARX REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5181 6160 WARREN PKWY., SUITE 210 FRISCO, TEXAS 75034 PH. 972-335-3580 [email protected] PRELIMINARY THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT 266.769 ACRES R.H. BATES SURVEY, A-68; J.T. LANDRUM SURVEY, A-764; Μ.Ε.Ρ.& P.R.R.CO. SURVEY, A-941; W.E. BATES SURVEY, A-90; J.R. HAGUE SURVEY, A-1714; C.L. SMITH SURVEYS, A-807 & 1185

SURVEY DOCUMENT 266.769 ACRES R.H. BATES SURVEY, A-68; J.T. LANDRUM SURVEY, A-764; Μ.Ε.Ρ.& P.R.R.CO. SURVEY, A-941; W.E. BATES SURVEY, A-90; J.R. HAGUE SURVEY, A-1714; C.L. SMITH SURVEYS, A-807 & 1185 CITY OF FRISCO, COLLIN & DENTON COUNTIES, TEXAS Kimley» Horn 6160 Warren Parkway, Suite 210 Frisco, Texas 75034 Scale 1" = 800' FIRM #10193822 Tel. No. (972) 335-3580 Fax No. (972) 335-3779 Drawn by JMH Checked by KHA Date Sep. 2022 Project No.

064405524 Sheet No.

7 OF 7 Exhibit "A" - Page 7A of 10 1 WILLIAM E. BATES SURVEY ABSTRACT NO. 90 CALLED 0.0031 ACRE FHQ HOLDINGS, LP INST, NO. 2020-10276 O.R.D.C.T.

0.033-ACRE & 0.019-ACRE TRACTS REMAINDER OF TRACT 3 (CALLED 1,722.364 ACRES) FHQ HOLDINGS LP DOC. NO. 2018-93106, O.R.D.C.T.

CALLED 224.19 ACRES MELDS POINT WEST INVESTMENT PARTNERS LP DOC. NO. 2021-125161, O.R.D.C.T.

O.P.R.C.O.T.

INST. NO. 20210/13001409900, INST. NO. 20180807000990770, O.P.R.C.C.T.

NAME CHANGED TO FHQ DEVELOPMENT PARTNERS LP DOC. NO. 2021-127601, O.R.D.C.T.

INST. NO. 20210715001430000, O.P.R.C.C.T.

GRAPHIC SCALE IN FEET NORTH 800 / 2022 - 2022000179573 12/21/2022 02:35 PM Page 46 of 80 EAST VILLAGE RESIDENTIAL BEING a tract of land situated in the Collin County School Land Survey, Abstract No. 148, City of Frisco, Collin County, Texas and being a portion of a called 182.31-acre tract of land described in a Special Warranty Deed to Fields East Village Investment Partners, LP, recorded in Instrument No. 20210713001409860, Official Public Records, Collin County, Texas, and being more particularly described by metes and bounds as follows:

st Village Investment Partners, LP, recorded in Instrument No. 20210713001409860, Official Public Records, Collin County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a 1/2-inch iron rod found for the southeast corner of said 182.3 hx common to the northeast corner of a called 80.006-acre tract of land described ipes Railroad (BNSFRR) described by deed to St. Louis, San Francisc recorded in Volume 128, Page 319, said Deed Records, same also being (no record found); County, Texas, same being on the westerly right-of-way line of the oy line of said 182.31-acre tract and said BNSFRR, aAlista i 1 .03 féet te a 5/ 8-inch iron rod with red plastic cap stamped “KHA” set for the ( fOssing said 182.31-acre tract, a distance of 2,038.93 feet to a 5/8 inc ap stamped “KHA” set for corner; THENCE South 89°23'54" Wegt, de & sail common line and crossing said 182.3 1-acre tract, a distance of 397. 98 feet toa 3 i 51°58'34" East, departing the easterly line of said 182.38-acre tract and along the common line of said 182.31-acre tract and said 180.40-acre tract, a distance of 283.93 feet to a 5/8-inch iron rod with red plastic cap stamped “KHA” set at the beginning of a tangent curve to the right with a radius of 1,000.15 feet, a central angle of 01°53'05", and a chord bearing and distance of North 52°55'07" East, 32.90 feet; Exhibit "A" - Page 8 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 47 of 80 THENCE in an easterly direction, continuing along said common line and with said tangent curve to the right, an arc distance of 32.90 feet to a 5/8-inch iron rod with red plastic cap stamped “KHA” set for corner; THENCE departing said common line and crossing said 182.31-acre tract the following courses and distances:

tance of 32.90 feet to a 5/8-inch iron rod with red plastic cap stamped “KHA” set for corner; THENCE departing said common line and crossing said 182.31-acre tract the following courses and distances: North 67°55'48" East, a distance of 986.60 feet to a 5/8-inch iron rod with te stamped “KHA” set at the beginning of a tangent curve to the left with a radius 0 feet, a central angle of 40°21'11", and a chord bearing and distance of North.4"?4d 848.61 feet; In an easterly direction, with said tangent curve to the left, an 5/8-inch iron rod with red plastic cap stamped “KHA” set for corne North 27°34'37" East, a distance of 557.47 feet to a 5/8 ing stamped “KHA” set for corner; South 44°47'21" East, a distance of Y stamped “KHA” set for corner; a distatée of 75.00 feet to a 5/8-inch iron rod with red plastic cap e northeast corner of said 182.3 1-acre tract, common to the southacres (7, 586 ,696 sq. ft.) af laid, more or less.

As such tract of land is more generally depicted on that preliminary map set forth immediately hereafter which is set forth for solely for reference. In the event of a conflict between the metes and bounds description set forth hereinabove and the preliminary map, the metes and bounds description shall control for any and all purposes.

Exhibit "A" - Page 9 of 10 2022-2022000179573 12/21/2022 02:35 PM Page 48 of 80 Ky CALLED 102.38 ACRES FIELOS MIDTOWN EAST INVESTMENT PARTNERS LP INST. NO. 20210713001409010, ОРЕСТ.

SAN, SEWER EASEMENT.

INST, NO, 20370522040847890 OP.A.C.C.T.

OPREC ST. NO. 200811440 SUL SEWER BASEMEN PANTHER CREEK N9°25'44"W 1972.13 NORTH 283.93 EAST IN 2021021300141 URTHERS IP A=40'21'11" R-230.18 L-066,41' CB-N47'45'12"E C-848 61 FIELDS EAST REMAINDER AST VILU INST.

ST. NO.

P.R.C.C.T.

R-1000.15 L=32.90

13 NORTH 283.93 EAST IN 2021021300141 URTHERS IP A=40'21'11" R-230.18 L-066,41' CB-N47'45'12"E C-848 61 FIELDS EAST REMAINDER AST VILU INST.

ST. NO.

P.R.C.C.T.

R-1000.15 L=32.90 CB-N52*55'07 E C-32.90 LIMIT OF DETAILED STUDY PER FARM, NAP NO. 45C0230J, DATED JUNE 7, 200 397,98 89°23'54"W 3,00 PORTION OF (CALLED 182.31 ACRES) FIELDE CAST VILLAGE INVESTMENT PARTHERS LP MST, NO, 20210713001408 OPRC.C.T.

174.167 ACRES 7,586,696 SQ. FT.

ABSTRACT NO. 148 COLLIN COUNTY SCHOOL LAND SURVEY 70 YADE TEXAS POWER & LIGHT CO, EASENENT, VOL. 1003, PQ,872 D.A.C.C.T.

100 WIDE TEXAS POWER LIGHT CO. EASEMENT, VOL. 485, PCL 552, VOL 400, PQ 418 JUPPLEMENTAL RIGHTS TO ONCOR DELIVERY COMPANY, VOL 5856 PG, 2043.D.R.C.C.T.

REMAINDER OF (CALLED 192,3) ACRES) FIELDS EAST VILLAGE INVESTNENT PARTNERS LP INST. NO. 2421071 5801403880, O.P.R.C.C.T.

SB9°23'54"W 2038.93 GRAVEL POAD S62 2523 E 95.00 Ρ.Ο.Β.

111980 127.03 CALLED 137.311 ACRES BELKHAP FP, LTD.

VOLUME 12RE, PAGE 182 D.M.C.C.T.

PANTHER CREEK PARKWAY APPROCLIMATE AREA FLOOD PLANIFER FAITUATED IN ZONE AF (100-YEAR DATED JUNE 2200RM MAP NO. 48081002101 CALLED BADES ACRES BELKHAP PP. LTD.

VOLUME 4388, PAGE 112 DRC.C.T.

1/2 IRF WILLIAM ROGERS SURVEY P.O.C.

ABSTRACT NO. 780 $11°37′14°E 67763 200 *40'51"E $42 5511E 637.50 ST. LOU ID TEXAS RALW VOL. 128. PGL 316 PELINE COLLIR SWITCHING STATION VOL, 2014, PG, 182 PROOT.

GREENWAY DEVELOPMENT HOLDING COMPANY, LLC INST.NO. 2012120400154330 OPACCT.

CALLED 4.249 ACRES CITY OF FRISCO NOTES ADDRESSING SCHEDULE EXCEPTIONS: GF.M. 1002-398675-day 01, 2022, (19,2022 1. Riv καταταής Ματαπάναι επό 19200 420000 800000 & 2021-151322, Real AFFECTS URVEYED PROPERTYJE A PORTION OF THE DESCRIED TRACT. TR

SSING SCHEDULE EXCEPTIONS: GF.M. 1002-398675-day 01, 2022, (19,2022 1. Riv καταταής Ματαπάναι επό 19200 420000 800000 & 2021-151322, Real AFFECTS URVEYED PROPERTYJE A PORTION OF THE DESCRIED TRACT. TR 10. Tas Power & Light Campany s Resad Volume 1983. Page 672, Real Property Recards, Cola Chinly, Taza APFECTS AR SHOW 101. Terme, provsies, and candens of Agreement Rec5-0005051, Real Propty Race Armandad el 2007-01427, Real Property Racords, Denton County, Tesat DOES NOT AFFECT 108. Denton County las Coperative Exam Recorded: Valame 408 Page 237, Real Property Resents Denken Gaunty, Tas DOES NOT AFPECT 16h, Taxas Power & Light Company Еван Recorded Vine 40 Page 438, Rex Prapaty Racards Colin Cunty, Tazas Affected by: Valuma 5836, Page 2843, Rand Properly records, Calle Coонгу, Телья AFFECTS AS HON 16. Lowe Company Easemant Recorded. Volume 237 Pape 534, Real Property Records Collin County, Teres DOES NOT AFFECT 15. Poww & Light Company L Retarded, Volume 485, Page 302, Real Prepety Records Colin County, Paszt AFFECTS AS SHOWN 47. Real Property Records Collin County, Teras AFFECTS-NOT FLOTTABLE Spadel ST. NO. 20140718800757770 1m. Minerals Spa Wirty Daar & LIGHT RIGHTS TO ONGOR TEXA UPPLEMEN DELIV -15 WOE GAS PIPELINE EASEMENT, INST.NO.25018001042243 Q.P.R.C.C.

Razred: cet 20180887020800778, Real Property Racores, Calin County, Texas AFFECTS BURVEYED PROPERTY IS A PORTION OF THE DESCRIED TRACT 10. Tres Conds of Deval Cooperation and Ramridion Agreemant Racardea: сей 2016-148852, Real Preperty Records, Denton County, Tex DOES NOT AFFECT 10. inače sedinterest la Mineral Deed Racaded: ec 20181223801850038, Real Property Records, Coll County, T APPECTE-SURVEYED PROPERTY A PORTION OF THE DESCRWED TRACT top. Water Righia, tagather with rights, prijagas and resincident therefo

Racaded: ec 20181223801850038, Real Property Records, Coll County, T APPECTE-SURVEYED PROPERTY A PORTION OF THE DESCRWED TRACT top. Water Righia, tagather with rights, prijagas and resincident therefo Red 2018127300138030, Real Propety Racards, Colin Courty, Texas AFFECTS-SURVEYED PROPERTY IS A PORTION OF THE DESCRIMED TRACT 104. Тих, provisations tontead in Developnant Geepwalon Agent Racerde 20200311200357880, Real Property Recents, Collin County, Facas AFFECTS SURVEYED PROPERTY IS A PORTION OF THE DESCRIBED TRACT Terms, prmisans, cos, and oblig contained in Develprint Agrammi 00428088022000, vapaty Records, Colle County, Tay Almased by: c 202107130020280722001481178, Real Property Records Collin County, Tesan.

навус с 20210718001443810, Rand Property Record's, Callin Caunty, Texas AFFECTS SURVEYED PROPERTY IS A PORTION OF THE DESCRIMED TRACT 10. Tevent Agrasent Ret wded: co 20210211808287310, Recents Colles County, Teres cords, Calle County unty, Texas Alraded by. cf 20210713883860 & #20210722001481170, Real Propoly Records Celln County, Tes Affaded by: new 20210218001443810. Real Property Records, Celln County. Twaas AFFECTS-SURVEYED PROPERTY IS A PORTION OF THE DESCON MED TRACT 101. Acces Essament Agraament Racorded 20210710001433420, Ral Propaty Records. Colen County, Tacas AFFECTS AS SHOWIN 10. Tre, pavisane, and concibione af Flechic Swrice Agre Racan: 2021064015700, Propaty Records, Call County, Tavas AFFECTE-BURVEYED PROPERTY IS A PORTION OF THE DESCRIBED TRACT 10v, Fe, prosongatione, sessments and Bus contanean Community Charter Recorded: ecl 2021-131825, Rust Propwly Reserde, Denton County. Texas DOES NOT AFFECT HOT -20 WIDE SOUTHWESTERN BELL TELEPHONE CO, EASEU VOL, 745, FC, 331, D.RL.G.C.T.

need on pidoth of the Texas Coordinate System of 1833, North

ust Propwly Reserde, Denton County. Texas DOES NOT AFFECT HOT -20 WIDE SOUTHWESTERN BELL TELEPHONE CO, EASEU VOL, 745, FC, 331, D.RL.G.C.T.

need on pidoth of the Texas Coordinate System of 1833, North grid distence, moliply the ground dies by the Project Combined VICINITY MAP SCALE: 11-ULE BANG tract of landed in the Colin County School Lane Survey, Art No. 148 Cly of Freco, Collin County. Texas and baing a partion of a called 182.31-abad of dedina Spesial Waranty Dead to Fiskes East vege breastment Parnes, LP, recorded in finemers e. 202107130014095 Dedel Public Racards, Colin County, Tesas, and being morapart miarly descrbed by metes and bounds as foor COMIZICBIG1nch from tos found toe the southwest coaner of said 182.31-es trad, comman to the northeast comer of 10.00- tract of land described in a Special Waranty Dead to Be FP. LTD.

nerowled in Vakume 4203 Page 182, Dead Records, Colin Comy, Tawere being on the westerly righhotesy ine of the Bulington Northam Santa Fe Rakaal (BNSFRR desobed by deed to St. Louis, San Frandisce and Teses Railway Company, recorded in Volume 128 Page 318 d Records samo bang Paneer Crew Parkway moreword fouk THENCE North 111805 Ext, departing sed Panther Creek Patousy and sking the comman the of 182,3-bact and sald BNSFRR distance of 125.03 feet to a 50-inch kran not atth red plastic cap stamped K-HAfoOINT OF BEGINNI THENCE South 890°23'51" starting said common na and routingtaid 187,31-acre tract,dance of 2,038,93 (ent to a 5/8-non ron rod with replice Mtor THENCE Merth 003000 Wint, celining nors sald 102.31 of 3.00 15rod with rat plastic cap stamped сер матрак "KHA set for camer THENCE South AA275" Word, departing on ne and crowing ad 182.31 fred, didance of

Merth 003000 Wint, celining nors sald 102.31 of 3.00 15rod with rat plastic cap stamped сер матрак "KHA set for camer THENCE South AA275" Word, departing on ne and crowing ad 182.31 fred, didance of 307,88 fole 5b-inth lean rol with red plastic cap sampai 10A sol for corner on the wently of ad 182.31-ad, same ning on the easterly kns of caed162.34-ara desobedina Speal Yuranty Deed to Midtown East Investel Patos, LP, read in No. 20210713001409670, Off THENCE Noth G92544" West, along the common line of said 182.31-acre braci wit said 182.3kers bad, of 1,972.155/Bstic cup stamped "KHA" Ssk for the northwest tomar of 182.31- rad, common to the southwest corner of a called 180.40-era bad described in Speciel Warranty Deed In Flats investment Partners, UP, recorded instrument No. 20210713001409490.

malda Puklic Revorde of THIENGE NORD 51'5634" Еам, караting thestar102.30-acre tract and slong the said 182.31-acre fract and sald 180.40-acre bract, distance of 283.83 fest to a 5/8-inch tren rod with rot sleute cap shumped "KHA at the annung of alangant surve to the falangent surve to the right with a redusof angle of 213305, chodbewing and distans of North 523507 ,33,00, 213305mad night with us of 1,000.15 feet, som THENCE iny direction, cendring along said common ine and with said langent curve to the right, an distance of 32.20 finchrom red with red plastic cap stamped "KHA" se THENCE departing wald oummonline and crossing said 162.31-are red the flowing courses and dancer: North 17 18 5/ ih red plastic cap camer at the begkering of a banged surve to the bell with redue of 1.230.18 feet, a camiral angle of 40°21'11", and chord bearing me distance of Nonh 17°4512 East 18.81 :

h 17 18 5/ ih red plastic cap camer at the begkering of a banged surve to the bell with redue of 1.230.18 feet, a camiral angle of 40°21'11", and chord bearing me distance of Nonh 17°4512 East 18.81 : In an easterly drection, with sandangat rurve lo he left, an ardstance of 408.41 out to 5-nch from red with red plads cap татре "К-НА" 5 г com North 27°34'37' Ead, dntance of 557.47 fest to a 5/8-ench iron pored plesne сар измитрея "КНА" st for comer on the afarande cortiman line of said 182.31-trand 180.45-ad THENCE along sand common in the following cousand South 02-2623" Eal, dence of 125.273 heat to a winch Iron rod with red plate серметрие КНА R for corner, Suh 44/4721" Escof 420.83 Nest to S-inch iron rod with red plaste "KHA for camer, South 11'37"14" East, a distance of 877,83 heat to a Skinch iron rod with red "KHA 4215511" East, a distance of 137,50 feet to a 508-inch iron rod with red alastic can temps "KHA" for eamer, South 784051" Ensl. distance of 75.00 feat to a 5/8-inch iran rod with red plastic esp started "KHA for the northeast comer of sd 182,31-brad, on to the source of a 180.40-es tart.

sanebing on the westerly right-of-way line of the afortmanned ENSFRR THIENCE South 111909 West, song the sammen ne of said 182.31-acra ward and sad INFRR, a distance of 2.050.00 feet to the PONT OF CGI méraining 174,187 мк (7,588,014), mas or jos, $11180W 2058.80 BURLINGTON NORTHERN SANTA FE RAILROAD CE FELDSL ERSITY VILLAGE INVESTI PREC RTNERS UP 1409920 PIPELINE EMENT 250001022304 INST. NO. 28101201001351148 O.P.R.C.C.T.

CALLED 246.774 ACRES CITY OF FRISCO, TEXAS INST.NO. 20180205000148499 O.P.A.C.C.T.

ATMOS FRISCO JUNCTION BLOCK A LOTI VOL. 2515, PO. 413 P.A.C.C.T.

LEGEND METER Fad Thers a party Malele endence of owne ards were observe SURVEYORS CERTIFICATION:

NST.NO. 20180205000148499 O.P.A.C.C.T.

ATMOS FRISCO JUNCTION BLOCK A LOTI VOL. 2515, PO. 413 P.A.C.C.T.

LEGEND METER Fad Thers a party Malele endence of owne ards were observe SURVEYORS CERTIFICATION: To Fields East Village Investment Partners LP Daleware @mited part wop, Tand Fiat Arnican Tale Company.

This in certify that the map or plat end the saveyor whis bad wwe made in accordance with the 2021 Minimum Standard Detail Requirements for ALTAINSPS Land The Sorvarys, ALTA and NSPS, wnd1,3,4,8,13 and to of Ta Orignal Surrey Gata, Otrs 22, 2016 Additional Field Theя: Осанг 85 2021 beanied by PRELIMINARY LINE TYPE LEGEND NichaRan Registered Processata) Land Surveyor No. 5181 Kamiry-Hem and Assadales, be, 4100 Yarin Pkwy, Beta 210 Frince, Taan 75034 mishamar THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT 4 38/152 2 8/3 22 1 7127122 ND. DATE Rused bract boundaries.

Revised m Reed per comments.

Added Tits Commitment Items Revised description.

REVISION DESCRIPTION ALTA/NSPS LAND TITLE SURVEY 174.167 ACRES COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 148 CITY OF FRISCO, COLLIN COUNTY, TEXAS Kimley» Horn 6160 Warren Parkway. Juke 210 Frisco, Texas 75034 Scale 1200 Аз шливий SM FIRN 10193822 Checked by Deta KNH Ναν. 2022 Tel No. (972) 335-3580 Fax No, (972) 335-3779 Project No. Bheet No.

MARE, Exhibit "A" - Page 9A of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 49 of 80 BROOKSIDE AT FIELDS RESIDENTIAL All that real property made subject to that "Amended and Restated Community Charter for Brookside at Fields Residential Properties," recorded on September 29, 2022, as Instrument Number 139823 in the Official Public Records of Denton County, Texas ("Charter"), and any addition-

ter for Brookside at Fields Residential Properties," recorded on September 29, 2022, as Instrument Number 139823 in the Official Public Records of Denton County, Texas ("Charter"), and any additional property subject to such Charter pursuant to the terms of said Charter; such real property being made subject to this Covenant by the terms of said Charter.

BROOKSIDE NORTH AT FIELDS RESIDENTIAL All that real property made subject to that "Amended and Restated Comy Brookside at Fields Residential Properties," recorded on September ber 139823 in the Official Public Records of Denton County, Te "Supplement to Community Charter for Brookside at Fields Reside ty being made subject to this Covenant by the ter ey aid Charter and Supplement.

Exhibit "A" - Page 10 of 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 50 of 80 EXHIBIT "B" Property Subject to Annexation Any and all real property lying and being within a 5-mile radius of any boundary of that property described on Exhibit "A."

Note to clerk and title examiners: This Covenant is not intended to create an encumbrance on title to the propexty chk in this Exhibit "B." Such title may be encumbered only with the consent of thé a Supplement in accordance with Article IL. " 2022 - 2022000179573 12/21/2022 02:35 PM Page 51 of 80 EXHIBIT "C" Initial Area of Joint Committee Responsibility Unofficial for FIELDS DEVELOPMENT j ch | — i JOINT COMMITTEE PROPERTY i LEGEND for Fields Real Property Boundary | wa FIELDS OWNER / APPLICANT ENGINEER / SURVEYOR: FG Holdings Kimley-Horn and Associates Contact: Todd Watson State of Texas Registration 1900 Nerth Akard Street No. F528 Dallas, TX 75201 Contact: Trey Brasiwell, FE

R / APPLICANT ENGINEER / SURVEYOR: FG Holdings Kimley-Horn and Associates Contact: Todd Watson State of Texas Registration 1900 Nerth Akard Street No. F528 Dallas, TX 75201 Contact: Trey Brasiwell, FE P (214) 978-8761 160 W Gak Street, Suite 203 E [email protected] Denton, TK 76203 Kimley »Horn 3 ZO ZCOCILZIZL ~ELS6ZL000ZZOZ - 7ZOE 08 JO ZG aBed Wd SE 2022 - 2022000179573 12/21/2022 02:35 PM Page 53 of 80 EXHIBIT "D" Certificate of Formation of Fields Joint Committee, Inc.

Unofficial 2022 - 2022000179573 12/21/2022 02:35 PM Page 54 of 80 CERTIFICATE OF FORMATION OF FIELDS JOINT COMMITTEE, INC.

I, the undersigned, being of the age of eighteen years or more, acting as incg corporation under the Texas Nonprofit Corporation Law, do hereby adopt the Certificate of Formation for such corporation.

Scator of a Article 1. Name. The name of the corporation is Fields Joint Coy "Joint Committee"). : Article 2. Principal Office. The initial principal office”of/the is located at 1900 N. Akard St., Dallas, Texas 75201.

Article 3. Duration. The Joint Committee shall hafe Article 4. Applicable Statute. The co of the Texas Nonprofit Corporation Law, as se Title 1 applicable to nonprofit corporations, o be amended (the "Act"), Article 5. Defined Terms. Cap not otherwise defined in this Certificate sh recorded or to be recorded by F partnership (the "Founder"), in thé Texas, as it may be amended (the Article 6. P corporation and does thes powers, whithysurfless indicated otherwise by the Covenant or ByLaws, may be exercised by its board of trustees: (i) all of the powers conferred upon nonprofit corporations by common law and the statutes of the State of Texas in effect from time to time; 2022 - 2022000179573 12/21/2022 02:35 PM Page 55 of 80

es: (i) all of the powers conferred upon nonprofit corporations by common law and the statutes of the State of Texas in effect from time to time; 2022 - 2022000179573 12/21/2022 02:35 PM Page 55 of 80 (ii) all of the powers necessary or desirable to perform the obligations and duties and to exercise the rights and powers set out in this Certificate of Formation, the By-Laws, or the Covenant, including, without limitation, the following: (1) to fix and to collect assessments and other charges to be levied pursuant to the Covenant; (2) to manage, control, operate, maintain, repair, and imp as to which the Joint Committee has a right or duty to provide such services purs Covenant, By-Laws or other legal instruments entered into in accordance therewith; property to the extent the Joint Committee may be authorized to ¢ Laws, or other recorded covenant; (3) to enforce covenants, conditions, g restriq or otherwise encumber, exchange, lease, hold, use, operate, aw o# isgade and with real, personal, and mixed property of all kinds and any iff or in e purpose of the Joint Committee; (7) tof ag 3 stee, or other representative of other corporations, firms, or individudls, 3 to advance the business or ownership interests of such corporations, firms, g i Coyenant.

independe s, not to be restricted by reference to or inference from the terms of any other paragraph or provisions of this Article 6. None of the objects or purposes set out above shall be construed to authorize the Joint Committee to do any act in violation of the Act, and all such objects or purposes are subject to the Act.

Article 7, Membership. The Joint Committee shall be a nonmembership corporation without certificates or shares of stock.

2022 - 2022000179573 12/21/2022 02:35 PM Page 56 of 80

are subject to the Act.

Article 7, Membership. The Joint Committee shall be a nonmembership corporation without certificates or shares of stock.

2022 - 2022000179573 12/21/2022 02:35 PM Page 56 of 80 Article 8. Joint Committee Board. The business and affairs of the Joint Committee shall be conducted, managed, and controlled by a Joint Committee Board. The Board may delegate its operating authority to such corporations, individuals, and committees as it, in its discretion, may determine.

The Joint Committee Board shall consist of not less than three nor more than five directors, as determined in accordance with the ByLaws. The initial Joint Commitpé€ Board shall consist of three directors. The names and addresses of the members of the initial Joi Board, who shall hold office until their successors are elected and have qualified, or ¥ resignation or removal, are as follows: Fehmi Karahan 1900 N. Akard St, Dallas, Texas 75 Todd Watson 1900 N. Akard St, Dallas, Texas Diane Hornquist 1900 N. Akard St., Dallas, Texas 752 on the Joint ee d, shall be as The number, the method of selection, removal, and & Committee Board, and the term of office of membegs of the j set forth in the By-Laws. > Article 9. Indemnification of Di officers, directors and committee member&\g f the required by the ByLaws. No amendment to or repeal of this Article gha Article 11.

duly adopted by i its representip£ Founder Owns the Covenant or which the Founder may unilaterally make eee to th&Cove pursttqnt to the provisions of the Covenant, the written consent of the Fg Joint Committee is authorized, upon its winding up, to distribute i ne other than as provided by Section 22.304 of the Texas Business Org accordance with a plan of distribution adopted pursuant to Chapter 22 of

ittee is authorized, upon its winding up, to distribute i ne other than as provided by Section 22.304 of the Texas Business Org accordance with a plan of distribution adopted pursuant to Chapter 22 of the Texd¢ Bust fanizations Code, which plan may, but shall not be required to, provide for distributio remaining property of the Joint Committee for taxexempt purposes to an organization ee under Section 501(c)(3) of the Internal Revenue Code, or described by Section 170(c)(1) or (2) of the Internal Revenue Code.

Article 12, Merger and Consolidation. The Joint Committee may merge or consolidate only upon a resolution duly adopted by its Joint Committee Board and the affirmative vote of Owners representing not less than 67% of the Units subject to the Covenant. In addition, 2022 - 2022000179573 12/21/2022 02:35 PM Page 57 of 80 so long as the Founder owns any property subject to the Covenant or which it may unilaterally make subject to the Covenant, the written consent of the Founder shall be required.

Article 13. Amendments. This Certificate of Formation may be amended in accordance with Texas law upon a resolution duly adopted by the affirmative vote or written consent, or any combination thereof, of at least two-thirds (2/3) of the members of the Joint law, the Founder may also unilaterally adopt this Certificate of Formation at any tity amendment is necessary (a) to bring any provision into compliance wi insurance company to issue title insurance coverage; (c) Koni governmental lender, purchaser, insurer, or guarantor of mortgag the Federal National Mortgage Association or Federal Home Loand effect upon the Owners.

Article 14. Revistered Avent and agent and registered office of the Joint Can Texas 75201. The initial registered age Article 15. — Effective Date.

iation or Federal Home Loand effect upon the Owners.

Article 14. Revistered Avent and agent and registered office of the Joint Can Texas 75201. The initial registered age Article 15. — Effective Date.

[Sthe appointment. The undersigned signs this document aw for the submission of a materially false or fraudulent of perjury that the undersigned is authorized to execute this Lev Lt . he a ‘ x Féderico A. Boyd ~ a, 2022 - 2022000179573 12/21/2022 02:35 PM Page 58 of 80 EXHIBIT "E" By-Laws of Fields Joint Committee, Inc.

Unofficial 2022 - 2022000179573 12/21/2022 02:35 PM Page 59 of 80 EXHIBIT "E" BY-LAWS OF © FIELDS JOINT COMMI O 2022 - 2022000179573 12/21/2022 02:35 PM Page 60 of 80 - TABLE OF CONTENTS Page Article I Name, Principal Office, and Definitions...

1.1.

Name.

1.2.

Principal Office.

1.3.

Definitions.

Composition and Selection.

Article II Purpose and Function of the Joint Committee Article III Administration of the Joint Committee 3.1.

3.2.

Management.

Community-Wide Meetings.

3.3. Special Meetings.

3.4. Voting.

3.5.

Proxies.

3.6. Conduct of Meetings.

Article IV Joint Committee Board of Trustees: Number, Powers, Meetings.

A.

4.1.

Governing Body..

4.2. Number of Trustees.

4.3.

Qualifications of Trustees.

4.4.

Selection of Trustees; Term of Office.

4.5.

Nomination and Election Procedures..

4.6. Resignation and Removal of Trustees; Vacancies.

B.

4.7. Regular Meetings 4.8. Special Meetings.

4.9. Notice of Joint Committee Board Meetings.

4.10 Waiver of Notice.

4.11. Quorum of Joint Committee Board of Trustees.

4.12. Compensation..

413. Conduct of Meetings.

4.14 Open Meetings.

4.15. Action Without a Formal Meeting.

4.16 Electronic Participation.

C.

f Notice.

4.11. Quorum of Joint Committee Board of Trustees.

4.12. Compensation..

413. Conduct of Meetings.

4.14 Open Meetings.

4.15. Action Without a Formal Meeting.

4.16 Electronic Participation.

C.

Powers and Duties.

4.17. Powers.

Unofficial 1 1 2 2 .2 .3 .3 ......3 .3 .3 3 4 4 5 .6 .6 6 .6 6 .7 7 7 8 8 8 8 8 8 4.18.

Duties.

D.

.9 Administration.

4.19. Liability and Indemnification.

4.20. Management.

4.21. Accounts and Reports...

10 10 10 10 i 2022 - 2022000179573 12/21/2022 02:35 PM Page 61 of 80 4.22. Borrowing.

11 4.23. Right to Contract.

11 4.24. Enforcement Procedures.

11 4.25. Conflicts of Interest.

12 4.26. Joint Committee Board Standards.

12 4.27. Board Training Seminar.

13 4.28. Right of the Founder to Disapprove Actions.

Article V Officers.

5.1.

Officers.

5.2.

Election and Term of Office.

5.3.

Removal and Vacancies.

5.4.

Powers and Duties.

5.5.

Resignation..

5.6. Agreements, Contracts, Deeds, Leases, Checks, Etc.

5.7.

Compensation.

Article VI Committees.

6.1.

General.

6.2. Limitation on Powers.

Article VII Miscellaneous 7.1.

Fiscal Year...

7.2.

Parliamentary Rules.

7.3.

Conflicts.

7.4. Books and Records.

7.5. Notices.

7.6.

Amendment.

Unofficial 14 .15 5 .16 .16 16 16 .16 16 16 16 16 .17 18 ii 2022 - 2022000179573 12/21/2022 02:35 PM Page 62 of 80 BY-LAWS OF FIELDS JOINT COMMITTEE, INC.

Article I Name, Principal Office, and Definitions 1.1. Name.

The name of the corporation shall be Fields Joint Committee, In 1.2. Principal Office.

1.3. Definitions.

The words used in these Joint Comix definitions unless otherwise specified. i arged with owning and/or maintaining real property and facilities orth in the Covenant, as the Joint Committee Board deems necessary, Article II Administration of the Joint Committee 3.1. Management.

arged with owning and/or maintaining real property and facilities orth in the Covenant, as the Joint Committee Board deems necessary, Article II Administration of the Joint Committee 3.1. Management.

The Joint Committee shall have no members. The Joint Committee Board of Trustees ("Joint Committee Board") shall manage the Joint Committee's affairs in accordance with these Joint Committee By-Laws and the Covenant.

2022 - 2022000179573 12/21/2022 02:35 PM Page 63 of 80 3.2. Community-Wide Meetings.

The Joint Committee Board, as it deems necessary or appropriate, may hold Joint Committee meetings for any or all Owners within the Fields community, which meetings may, in the Joint Committee Board's discretion also be open to residents or occupants of Fields. The Joint Committee Board shall set the time, place, and agenda for such meetings and shall post notice of the meetings in prominent places throughout Fields not less than 10 nor more than 60 days prior to the meeting date. Dé discussions during community-wide meetings shall be subject to reasonable Joint Cox regulation.

3.3. Special Meetings.

The Joint Committee Board shall call a special meeting “> community: (a) if a majority of a quorum of the Joint Committee Board directs‘k (b) if any Association, by and through its board of dirgcta meeting (provided, no particular Association Board m such request by another Association Board, more thay (a) Voting Rights.

calling for a vote of the O vote for each Unit owned; of votes thef*repreSent. The number of Election Districts shall not exceed the total number of trustees on the Joint Committee Board at any time.

The Founder shall establish Election Districts, if at ali, not later than the date of expiration of the

istricts shall not exceed the total number of trustees on the Joint Committee Board at any time.

The Founder shall establish Election Districts, if at ali, not later than the date of expiration of the Founder Control Period by filing with the Joint Committee and recording a Supplement identifying the Units comprising each Election District by legal description or other means such that the Units within each Election District can easily be determined. The Founder, acting alone, may amend the Supplement to change such designation at any time prior to the expiration of the Founder Control Period. After the 2022 - 2022000179573 12/21/2022 02:35 PM Page 64 of 80 Founder Control Period, the Founder may amend the Supplement to designate additional Units as part of any Election District.

After termination of the Founder Control Period, the Joint Committee Board shall have the right to record or amend a Supplement creating Election Districts upon the vote of a majority of the total number of trustees and approval of Owners representing a majority of the total Units in Fields. Neither recordation of nor the Founder's amendment of such Supplement shall constitute an amgffanent to the Covenant. No consent or approval of any Person shall be required except as stated in this stb Until such time as Election Districts are established, all of Fields shall constitute a.singl District. After a Supplement establishing Election Districts has been recorded, any Fields which are not assigned to a specific Election District shall constitute a single Elg 3.5. Proxies.

which it is to be effective. Unless otherwise specifically cover all votes that the Person giving such proxy is gy more proxies purporting to cover the same voting w the same date, both shall be deemed invalid.

s to be effective. Unless otherwise specifically cover all votes that the Person giving such proxy is gy more proxies purporting to cover the same voting w the same date, both shall be deemed invalid.

Every proxy shall be revocable and § Article IV Soard of Trustees: Number, Powers, Meetings The Joint Committee's Board shall govern the Joint Committee's affairs. Each trustee shall have one equal vote.

4.2. Number of Trustees.

The initial Joint Committee Board shall consist of the three individuals identified in the Certificate of Formation of the Joint Committee. During the time that the Founder is authorized to appoint trustees 2022 - 2022000179573 12/21/2022 02:35 PM Page 65 of 80 as provided in Section 4.4(a), the Founder, in its discretion, may increase the number of trustees. After termination of the Founder's right to appoint trustees, the Joint Committee Board shall be selected as provided in Section 4.4(b).

4.3. Qualifications of Trustees.

Except for trustees the Founder appoints, each trustee shall be at least 21 years old ; Owner of a Unit or a member of the record Owner's family who occupies the Owner's except for a trustee the Founder appoints, may serve as a trustee of the Joint Committee Boartha time as he or she is also a candidate for or an elected director of an Association.

Notwithstanding the foregoing, in the case of any Person who is eligible Committee Board who is not an individual, any officer, director, partn trust shall be eligible to serve as a trustee; provided, no more than one such other charge due the Joint Committee or an Association or whg Stwi ed by the Joint Committee Board to be in violation of the Joint Committee DocungentpOr in Ag@yciadyj harter, and no ‘oO appoint a majority of the members of e "Founder Control Period."

ion or whg Stwi ed by the Joint Committee Board to be in violation of the Joint Committee DocungentpOr in Ag@yciadyj harter, and no ‘oO appoint a majority of the members of e "Founder Control Period."

The period of time during which t the Joint Committee Board, as provided pele (a) During the Foung PeNod. “Ontil such time as title to 60% of the maximum number of Residential Units antig under for development and sale as a part of Fields is es of the Founder, or builders holding title to property e as 90% of the maximum number of Residential Units anticipated by the Founder for development and sale as a part of Fields is owned by Persons other than the Founder, Affiliates of the Founder, or Builders, and residences have been constructed thereon, the Joint Committee Board shall be increased to five trustees, and two of the five trustees shall be elected by the Owners pursuant to the procedure set forth in Section 4.5. The Founder shall appoint the remaining three trustees.

At such time as 100% of the maximum number of Residential Units anticipated by the Founder for development and sale as a part of Fields is owned by Persons other than the Founder, Affiliates of the 2022 - 2022000179573 12/21/2022 02:35 PM Page 66 of 80 Founder, or Builders, and residences have been constructed thereon, the Founder Control Period shall terminate and five trustees shall be elected by the Owners pursuant to Section 4.5.

Notwithstanding the above, the Founder may voluntarily terminate its right to appoint trustees at any time.

(b) After Founder Control Period. After termination of the Founder Con Joint Committee Board shall consist of five Owner-trustees. At this time, and during the described above, each of the Owner-trustees shall be elected by the Owners.

fter termination of the Founder Con Joint Committee Board shall consist of five Owner-trustees. At this time, and during the described above, each of the Owner-trustees shall be elected by the Owners.

Initial Board 60% of Residential 90% of Residential Units Conveyed and Units Conveyed an Constructed Constructed NS Founder appointee Owner-trustee Ownerrustee LN Ast d pT Gorn LY Jom ee J Prythde igpoky Owner-trustee “eee” Nominating Committee shall serve a term which expires immediately following the election for which the Nominating Committee was appointed. The names of the Nominating Committee members shall be announced in the notice of each election.

In preparation for each election, the Nominating Committee shall meet and make as many nominations for election to the Joint Committee Board as it deems appropriate, but in no event less than the number of positions to be filled at such election. The Nominating Committee shall nominate separate 2022 - 2022000179573 12/21/2022 02:35 PM Page 67 of 80 slates for the Owner-trustees to be elected at large by all Owners, and for the Ownertrustees to be elected by the Owners within each Election District, if any. In the Joint Committee Board's discretion, nominations may also be permitted from the floor at the meeting at which any election is held. All candidates shall have a reasonable opportunity to communicate their qualifications and to solicit votes.

(b) Election Procedures. At each election, voting shall be by written ballot cast by mail,

All candidates shall have a reasonable opportunity to communicate their qualifications and to solicit votes.

(b) Election Procedures. At each election, voting shall be by written ballot cast by mail, facsimile transmission, electronic mail, or at a meeting, as the Joint Committee Board deterpfite method permitted by the Texas Nonprofit Corporation Act. Each Owner may cast the vot®& or her Unit for each position to be filled from any slate of candidates on which such Owners vote. Under no circumstances shall cumulative voting be permitted in any election of truste¢ 4.6. Resignation and Removal of Trustees: Vacancies.

Any trustee may resign at any time by giving written notice kK Z President, or the Secretary. Such resignation shall take effect on the date suc time specified in the notice. Acceptance of such resignation shall not be nec remove trustees and fill vacancies on the Joint Comm; removed, with cause, upon a majority vote of the oghte B. Meetings.

4.7. Regular Meetings.

Regular Joint Committee Board trustees determine from time to ti with at least one meeting each fisca either directl¥ e trustee or to a person at the trustee's office or home who would reasonably be expected to communicate such notice promptly to the trustee; or (d) facsimile, computer, fiber optics, or such other communication device with confirmation of receipt.

All notices shall be given at the trustee's telephone number, fax number, electronic mail address, or sent to the trustee's residential or office address as shown on the Joint Committee's records. Notices sent by first class mail shall be deposited in a United States mailbox at least seven business days before the date set 2022 - 2022000179573 12/21/2022 02:35 PM Page 68 of 80

mittee's records. Notices sent by first class mail shall be deposited in a United States mailbox at least seven business days before the date set 2022 - 2022000179573 12/21/2022 02:35 PM Page 68 of 80 for the meeting. Notices given by personal delivery, telephone, or other device shall be delivered or transmitted at least 72 hours before the time set for the meeting.

Except for emergency meetings, notice of each Joint Committee Board meeting shall be posted in a conspicuous place within Fields at least 48 hours in advance of the meeting or provided in any other manner reasonably anticipated to provide notice to all members of the Fields community, including publication in a newsletter with community-wide circulation, posting on a community e television channel, or posting on a community Internet or intranet page, if any. As an alternat roviding separate notice for each meeting, the Joint Committee Board may post or publish a schedule 3 regular Joint Committee Board meetings.

4.10. Waiver of Notice.

Transactions of any Joint Committee Board meeting, however kK holding the meeting, or an approval of the minutes. The waiver of meeting's purpose. Notice of a meeting also shall be deemed given 4.11.

At all Joint Committee Board meeti transacting business, and votes of a majority of the trustees who are present at more than 30 days from the sche quorum is present, any busine atfiliated, for services or supplies furnished to the Joint Committee in a capacity other than as a trustee pursuant to a contract or agreement with the Joint Committee. However, such trustee must make his or her interest known to the Joint Committee Board prior to entering into such contract, and a majority of trustees other than the interested trustee must approve such contract.

trustee must make his or her interest known to the Joint Committee Board prior to entering into such contract, and a majority of trustees other than the interested trustee must approve such contract.

2022 - 2022000179573 12/21/2022 02:35 PM Page 69 of 80 4.13. Conduct of Meetings.

The President or any designee the Joint Committee Board approves by resolution shall preside over all Joint Committee Board meetings, and the Secretary shall keep a minute book of Joint Committee Board meetings, recording all Joint Committee Board resolutions and all transactions and proceedings occurring at such meetings.

4.14. Open Meetings.

trustee requests permission for the attendee to speak. In such case, the individual may speak.

Texas law permits.

4.15. Action Without a Formal Megti Any action taken or which may he taleé 3 Co ee Board meeting may be taken without a meeting if all trustees sign a consép action so taken. Such consent shall have 4.16.

ahd vote during any regular or special Joint Committee Board meeting by telephop Ber optics, or similar audio or video communication equipment by means of wf ¢ igiffating in the meeting can hear each other at the same time.

Those trustees so pg patirts be deemed present at such meeting for all purposes including spOnsibilities and to exercise its rights as set forth in the Joint Committee Documents.

Committee's For purposes of illustration but not limitation, the Joint Committee Board shall have the power to: (a) adopt rules, regulations, or policies regulating access to, use, and enjoyment of the Area of Joint Committee Responsibility; 2022 - 2022000179573 12/21/2022 02:35 PM Page 70 of 80 (b) dedicate or transfer all or part of any real property it owns, or mortgage, pledge, or

joyment of the Area of Joint Committee Responsibility; 2022 - 2022000179573 12/21/2022 02:35 PM Page 70 of 80 (b) dedicate or transfer all or part of any real property it owns, or mortgage, pledge, or hypothecate any or all of its real or personal property, including assessments, as security for obligations; (c) enter into use, maintenance, or cost sharing agreements with Persons or entities not subject to the Covenant; (d) rent or lease any portion of any structure or element within the Area of Joj Responsibility on a short-term basis to any Person the Joint Committee Board approves use of such Person and such Person's guests; (e) facilitate the resolution of disputes among and between the Association; or Owner and the Joint Committee (f) the right, but not the obligation, to enforce or anwuc&egr duties under any Association Charter or any other declaration of cov encumbering property within Fields; and (g) enforce by legal means the provisions of the Joint proceedings which may be instituted on behalf of or agéitts Fields; provided, the Joint Committee's actions in thj in the Covenant.

sociations concerning the manner provided 4.18. Duties.

other charges to pay for Joint Committee Expenses, and collecting such payments as set forth in the Joint Committee (c) signatoridg; (f) depositing all funds received on behalf of the Joint Committee in depositories that it shall approve, and using such funds to operate the Joint Committee; provided, any reserve fund may be deposited, in the Joint Committee Board's business judgment, in depositories other than banks; (g) keeping detailed books of account and operating records; 2022 - 2022000179573 12/21/2022 02:35 PM Page 71 of 80 (h) obtaining and maintaining property and liability insurance as provided herein, obtaining

ing detailed books of account and operating records; 2022 - 2022000179573 12/21/2022 02:35 PM Page 71 of 80 (h) obtaining and maintaining property and liability insurance as provided herein, obtaining fidelity bonds on all Persons responsible for handling funds on the Joint Committee's behalf, paying the cost of such insurance and bonds, and filing and adjusting claims, as appropriate; (i) making available to any prospective purchaser, Owner, or mortgagee, the Joint Committee Documents and rules promulgated by the Joint Committee Board. The Joint Committee Board may establish and charge fees to cover its printing and mailing costs; and (j) cooperating with the Associations on all matters involving the maintenance, ope administration of Fields and the properties subject to the Associations’ jurisdictions.

D. Administration.

4.19. Liability and Indemnification.

Subject to the limitations of Texas law, as amended from time to time} j pfittee shall indemnify the Founder, the Founder's Affiliates, every Joint Committg icer® in their capacity incurred, in connection with any action, suit, or othg settlement thereof, if approved by the Joint Commitpé¢ 4.20. Management.

The Joint Committee may compensation as the Joint Committe excess of the*bwdgét or reallocate greater than 10% of any budget line item without the Joint Committee Board's prior approval.

4.21. Accounts and Reports.

The following management standards of performance shall be followed unless the Joint Committee Board, by resolution, specifically determines otherwise: 10 2022 - 2022000179573 12/21/2022 02:35 PM Page 72 of 80 (a) accounting and controls should conform to generally accepted accounting principles; (b) the Joint Committee's cash accounts shall not be commingled with any other accounts;

02:35 PM Page 72 of 80 (a) accounting and controls should conform to generally accepted accounting principles; (b) the Joint Committee's cash accounts shall not be commingled with any other accounts; (c) the managing agent shall accept no remuneration from vendors, independent contractors, or others providing goods or services to the Joint Committee, whether in the form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Joint @Oamittee; (d) the managing agent shall disclose promptly to the Joint Committee Board an} and . (e) an annual report consisting of at least the following shal within 60 days after the close of the fiscal year: (i) a balance sheet showin ug (ii) an operating (income) statement; and (iii) a statement of changes in finand Board determines, by an independent public accountant.

The Joint Committee shall provide each r its financial report within 10 business days following recgipthof a puri 4.22. Borrowing.

4.23. Right to Contract.

imposed unl@ss-efiallenge is begun within the allotted time set forth in the notice.

The alleged violator shall respond to the notice of the alleged violation in writing within such time period, regardless of whether the alleged violator is challenging the imposition of the proposed sanction. If the alleged violator cures the alleged violation and notifies the Joint Committee Board of such cure in writing within such time period, the Joint Committee Board shall suspend the proposed sanction unless a similar violation occurred within the previous 12 months. Such waiver shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any Person. If a timely 11

ion occurred within the previous 12 months. Such waiver shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any Person. If a timely 11 2022 - 2022000179573 12/21/2022 02:35 PM Page 73 of 80 request for a hearing is not made, the sanction stated in the notice may be imposed without further action.

Notwithstanding any suspension of proceedings hereunder, if the same or similar violation is reported within 12 months after the date of the notice of the original violation, the Joint Committee may pursue any and all sanctions described in the original notice without further notice to the alleged violator.

(b) Hearing. If an alleged violator requests a hearing within the allotted time period, a hearing shall be held before the Joint Committee Board or a "covenants committee” which the Joi is sufficient proof of proper notice.

The minutes of the meeting shall contain a written vateme&o?

sanction, if any, imposed.

4.25. Conflicts of Interest.

Unless otherwise approved by a majority of the the Joint Committee or any Association, or any Joing her term as trustee or within two years after such tg Notwithstanding the above, th appor By the Founder may be employed by or otherwise transact business with the B6under or’ iliat® of the Founder, and the Founder may transact 4.26. Joint Commi And officers are subject to insulation from liability as provided grporations by Texas law and as otherwise provided by the Joint her actions ite tra vires; (b) affirmatively undertakes to make decisions which are necessary for the continued and successful operation of the Joint Committee and, when decisions are made, they are made on an informed basis;

; (b) affirmatively undertakes to make decisions which are necessary for the continued and successful operation of the Joint Committee and, when decisions are made, they are made on an informed basis; (c) acts on a disinterested basis, promptly discloses any real or potential conflict of interests (pecuniary or other), and avoids participation in such decisions and actions; and 12 2022 - 2022000179573 12/21/2022 02:35 PM Page 74 of 80 (d) acts in a non-fraudulent manner and without reckless indifference to the Joint Committee's affairs.

A trustee acting in accordance with the business judgment rule shall be protected from personal liability. Unless the Joint Committee Documents require that specific action be taken, the failure to take Joint Committee Documents. The Joint Committee Board shall exercis applicable procedures established in the Joint Committee Documents.

act on behalf of, the entire Fields community, and avoid putting thg category of Owners, or area within Fields over that of the community 4.27. Board Training Seminar.

In cooperation with or independent g oint Committee Board may provide or provide for seminars and continy{ng Advecatioms ics designed to educate and inform trustees of their responsibilities as trustees! s de instruction on applicable Texas corporate and fiduciary law principles, otMgr iss © administering community affairs, and upholding and enforcing the Joint Comn'igtg & Me Joint Committee Board may retain industry professionals, which may include Applicable Edueation 1 SOB cons Sy euina reeks and of Training Conduct Board members Rules prohibit gement rule may receive self-dealing training and govern before and conflicts of during term interest 13 2022 - 2022000179573 12/21/2022 02:35 PM Page 75 of 80

ing Conduct Board members Rules prohibit gement rule may receive self-dealing training and govern before and conflicts of during term interest 13 2022 - 2022000179573 12/21/2022 02:35 PM Page 75 of 80 4.28. Right of the Founder to Disapprove Actions.

During the Development and Sale Period, the Founder shall have the right to disapprove any action, policy, or program of the Joint Committee, the Joint Committee Board, and any committee which, in the Founder's judgment, would tend to impair its rights under the Covenant or these Joint Committee By-Laws or unreasonably interfere with development, construction, marketing, or sale of any portion of Fields; or diminish the level of services the Joint Committee provides. This right to diMgprove is in addition to, and not in lieu of, any right of the Founder to approve or disapprove specif Sas of the Joint Committee, the Joint Committee Board, or any committee.

During the Development and Sale Period, the Founder shall have the following and privileges: (a) The Founder shall be given prior written notice of all m approved at meetings (or by written consent in lieu of a meeting) of tha Committee Board, or any committee thereof. Such notice shall be given by would be subject to the right of disapproval i 1, its representatives or agents may make its concerns, thoughts, and suggestio t Joint Committee Board, and/or the members of the subject committee.

Wisapproval set forth herein shall become pnts of Sections 4.28(a) and (b) have been met (c) No action or policy subje 6 comply with applicable laws and regulations.

expendifure required 14 2022 - 2022000179573 12/21/2022 02:35 PM Page 76 of 80 Article V Officers 5.1. Officers.

e been met (c) No action or policy subje 6 comply with applicable laws and regulations.

expendifure required 14 2022 - 2022000179573 12/21/2022 02:35 PM Page 76 of 80 Article V Officers 5.1. Officers.

and Secretary.

5.2. Election and Term of Office.

appropriate or when a position becomes vacant. Officers may sepré designated by the Joint Committee Board but not to exceed two years 5.3. Removal and Vacancies.

Whenever in its judgment the Joint Comfnittee’s By C erved, the Joint Committee Board may remove any officer and may fill g Mising because of death, resignation, removal, or otherwise for the unexpired por 5.4. Powers and Duties.

All agreements, contracts, deeds, leases, checks, and other instruments of the Joint Committee shall be executed by the President, Secretary, or Treasurer, or by such other person or persons as may be designated by Joint Committee Board resolution.

15 2022 - 2022000179573 12/21/2022 02:35 PM Page 77 of 80 5.7. Compensation.

Compensation of officers shall be subject to the same limitations as compensation of trustees under Section 4.11.

Article VI Committees 6.1. General.

tasks as the Joint Committee Board may designate by resolution.

accordance with the terms of such resolution.

6.2. Limitation on Powers.

The Joint Committee Board shall have the right to disappyd eto aa tee decision or action. Notwithstanding any provision to the co , bt have the authority contractually to bind the Joint Committee or to commpi 7.1. Fiscal Year.

Committee Board resolution. In the absence ommittee Board resolution, Robert's Rules of Order (current 4 Committee proceedings when not in conflict with Texas law, the prevail. In‘Waewefft of a conflict between any Association Charter and the Joint Committee Documents, the Joint Committee Documents shall control.

proceedings when not in conflict with Texas law, the prevail. In‘Waewefft of a conflict between any Association Charter and the Joint Committee Documents, the Joint Committee Documents shall control.

7.4. Books and Records.

(a) Inspection by Owners and Mortgagees. The Joint Committee Board shall make the following available for inspection and copying by any Owner, mortgagee, or the duly authorized representative of any of the foregoing at any reasonable time and for a purpose reasonably related to his or 16 2022 - 2022000179573 12/21/2022 02:35 PM Page 78 of 80 her interest in his or her property: Articles of Incorporation, the Covenant, and the By-Laws, including any amendments, Joint Committee rules, books of account, and the minutes of Joint Committee Board meetings. The Joint Committee shall provide for such inspection to take place at the Joint Committee's office or at such other place within Fields as the Joint Committee Board designates.

(b) Rules for Inspection. The Joint Committee Board shall establish reasonable rules with respect to (i) notice to be given to the custodian of the records; (ii) hours and days of the wee includes the right to make a copy of relevant documents at the Joint Com 7.5. Notices.

Unless otherwise provided in these Joint Committee statements, or other communications under these Joint CommitteeB deemed to have been duly given if delivered personall postage prepaid; or, unless the intended recipient hagke® such method of delivery, e delivered or sent to the intended recipient as follows: (a) if to an Owner, at his or het addyé$ 4 yiting and filed with the Secretary of an Association or, if no such address has bés € ac address of the Owner's property within Fields;

ecipient as follows: (a) if to an Owner, at his or het addyé$ 4 yiting and filed with the Secretary of an Association or, if no such address has bés € ac address of the Owner's property within Fields; if sent by United States Mail, when deposited with the U.S. Postal Service, addressed, irst class postage prepaid; if delivered personally or by private carrier, when actually delivered to the address of the intend Ecipient, as evidenced by the signature of the person at such address who accepts such delivery or the records of the private carrier; or (iii) if sent by facsimile or electronic mail, upon transmission, as evidenced by a printed confirmation.

i 2022 - 2022000179573 12/21/2022 02:35 PM Page 79 of 80 7.6. Amendment.

The Founder may unilaterally amend these By-Laws if such amendment is necessary (a) to bring any provision into compliance with any applicable governmental statute, rule or regulation, or judicial determination; (b) to enable any reputable title insurance company to issue title insurance coverage; (c) to enable any institutional or governmental lender, purchaser, insurer, or guarantor of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home 6% Mortgage Corporation, to make, purchase, insure, or guarantee mortgage loans; (d) to enable a agency or reputable private insurance company to insure mortgage loans; (e) to satisfy the requuj any governmental agency; or (f) for any other lawful purpose which does not have a materia upon title to any Unit unless the Owner shall consent in writing.

Except as otherwise specifically provided above and elsewhere “ny these Joint Committee By-Laws may be amended only by the affirmati ot e Founder's assignee of right or privilege of the Founder without the written

erwise specifically provided above and elsewhere “ny these Joint Committee By-Laws may be amended only by the affirmati ot e Founder's assignee of right or privilege of the Founder without the written any Association right, such right or privilege. No amendment may remoye 6162/Joint Committee By-Laws - Final - 121922 18 2022-2022000179573 12/21/2022 2:36 PM Page 80 of 80 Collin County Honorable Stacey Kemp Collin County Clerk Instrument Number: 2022000179573 eRecording - Real Property HOMEOWNERS ASSOC DOCS Recorded On: December 21, 2022 02:35 PM we Pag “ Examined and Charged as Follows: " Total Recording: $338.00 O RREEEREEEEK ental or use of the described REAL PROPERTY Any provision herein 4 is invalid and unenforceable under federal law.

File Information: Record and Return To: Simplifile Recorded Date/ : NDeceptbery21, 2022 02:35 PM User: Station: Station 3 STATE OF TEXAS COUNTY OF COLLIN I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Public Records of Collin County, Texas.

Honorable Stacey Kemp Collin County Clerk CBya Collin County, TX q