WHEREAS, Declarant is the Owner of certain real property located in Hill County, Texas, as hereinafter described and commonly known as 270 Acres James Edwards Survey, a non-platted residential area, named the No Name Ranch (NNR), and WHEREAS, Declarant is desirous of subjecting said real property to covenants, conditions and restrictions hereinafter set forth, each of which is and are for the benefit of said property and for each owner thereof, and shall inure to the benefit of and pass with the said property, and each and every parcel thereof, and any owner thereof; NOW THEREFORE, the Declarant hereby declares that the real property hereinafter described is and shall be held, transferred, sold and conveyed subject to the covenants, conditions and restrictions hereinafter set forth.

ARTICLE I

PROPERTY

The real property which is and shall be held, transferred, sold and conveyed subject to the covenants, conditions, and restrictions hereinafter set forth, is located in Hill County, Texas, and is more particularly described as follows to wit:

270 Acres out of the James Edwards Survey, named the No Name Ranch (NNR), located on FM 933 north of Whitney, Texas.

ARTICLE II

DEFINITIONS

1. Association shall mean The NNR Property Owners Association, and its successors and assigns.

2. Bylaws shall mean the Bylaws of The NNR Property Owners Association, as the same may be amended from time to time.

3. Common Area means the property owned by adjoining land Owners, and/or held in common by the Owners, and maintained by the Owners as follows: Easements to use the Road outlined on the plat as a Hill County private road and gated entry and solar gate opener that are shared for entry to State of Texas Right of Way, and any future improvements made by joining landowners. Also included in the definition of Common Area for purposes of maintenance obligations, is the maintenance and payment for repair and/or operation expenses (if any) for the Subdivision entry private lighting system, entry monuments, mailboxes, school bus shelter, mailbox shelter, and maintaining all landscaping, and common area irrigation systems. The Common Area excludes the individual Parcels within the Property that are not shared right of ways.

4. Declaration shall mean this Declaration of Covenants, Conditions and Restrictions may be amended from time to time.

5. Lot or Tract shall mean any plot of land designated as a lot or tract upon plat map of the Property, including any such land owned by Declarant. Any parcel of property owned, held or used by in common by the Owners shall not be considered a Lot or tract.

6. Owner shall mean the record owner of fee simple title to any Lot and shall include a person, partnership, corporation, limited liability company, or other entity.

The term Owner shall include Declarant to the extent it is the owner of fee simple title to a Lot.

7. Period of Declarant Control shall mean the period beginning on the date this Declaration is first recorded in the office of the Clerk and Recorder of Hill County, Texas, and ending the date which is (15) years later.

8. Property and Plat shall mean the real property described in Article I above.

9. Road Easement shall mean that portion of Lots lying within the dashed lines shown on the Plat map for the Roads.

10. Roads shall mean the fifty foot (50') right of way for ingress, egress and utilities designated on the Plat.

ARTICLE III

PURPOSE

The Property is subjected to the covenants, conditions and restrictions hereby declared to insure the best use and the most appropriate development and improvement of each building site thereof; to protect the Owners of building sites and the value of their property; to preserve so far as is practicable the natural beauty, wildlife habitat and environment of the Property; to guard against the erection thereon of structures built of improper or unsuitable material; to encourage and secure the erection of attractive homes thereon; and to adequately provide for a high quality of improvements made by purchasers of Lots thereon.

ARTICLE IV

PROTECTIVE RESTRICTIONS

1. Each home should be a single family dwelling. One single family residence per tract but a guest home is permitted. No poles, masts, or antennas in excess of 40 feet.

2. No more than one unit of livestock per 3 acres of owned land. Fowl will be limited to one unit per acre maximum. No kennels or dog breeding operations will be allowed.

3. No commercial activity to which the general public is invited. Property that has more than 300 feet of frontage on FM 933 is exempt from this provision.

4. No mobile home, manufactured home, or double-wide, shall be used as a residence, temporarily or permanently.

5. Each parcel owner can reside in an RV or 5th wheel trailer for a maximum of 12 months while their home is being constructed. An engineered septic tank or aerobic system must be in place to allow for the parking of an RV or 5th wheel trailer. An RV or 5th wheel can be placed on the property for weekend use.

6. The dumping of garbage or poisonous substances, or any pollutants (including RV or 5th wheel black water) on the property is expressly prohibited.

7. No automobile graveyards, junkyards, or automobile salvage businesses shall be permitted on the property. Non-working cars or machinery must be enclosed in a garage or storage building. Any unsightly equipment or material of any kind shall be enclosed in a garage or stored next to the home or hidden from site from the Common Area.

8. All Building construction must be a minimum of 20 feet from any property line and 25 feet from the entry road.

9. No commercial gun ranges. Please respect the rights of the other property owners. No excessive discharge of firearms on a regular basis. All Hill County and Texas laws will prevail regarding civil disputes or guns.

ARTICLE V

COMMON AREA

1. Common Area: The areas designated as Common Areas on the Plat Map and/or in this Declaration shall forever remain in common use by all Adjoining Lot Owners.

The Common Areas shall not be open to the public.

2. Adjoining Lot Owner: Lot Owners that use a specific Common Area that both own a portion of the Common Area.

2. Roads. Declarant, as owner of all Lots and Common Areas in the Subdivision, does hereby grant to the Owners, their respective tenants, and said Owners and tenants bona fide invitees and guests, a non-exclusive easement (the Road Easement) for access, ingress, egress and utilities over and across the Roads shown on the Plat map. This grant of easement shall be subject to the following terms and conditions:

a. Maintenance, Repair and Replacement Responsibilities. Maintenance, repair and

replacement of the Roads shall be the adjoining Owners responsibility and shall be at their sole cost and expense.

b. Term. The term of the Road Easement shall be indefinite and shall continue until

revoked by the mutual agreement of the adjoining owners in each Common Area. Said Road Easement is intended to and shall run with the land and the benefits and burdens of the Road Easement herein created shall pass to the heirs, successors and assigns of the parties in and to their respective properties benefited and burdened by the Road Easement.

3. Maintenance: The Common Areas shall be maintained by the adjoining landowners. Except as to any damage attributable to any Lot Owner, or his or her tenants, invitees, guests or agents, which damage shall be repaired at the sole cost of such Lot Owner, the costs of maintenance shall be paid equally by the Adjoining Owners. If there is disagreement concerning the maintenance of the Common Area

or Roads, such disagreement shall be resolved by majority vote at a meeting of the Owners, as provided below.

5. Property Taxes: The Common Area may be regarded by the tax authorities as being owned in common by Adjoining Owners. So long as taxes on the Common Area are billed separately. Notwithstanding the foregoing, it is acknowledged that, for property tax purposes, Hill County may allocate to each Lot a fractional, proportional portion of the value attributable to the Common Area. By

accepting a deed to a Lot, the Owner agrees to this mechanism for property taxation.

ARTICLE IX

LEGAL EFFECT

1. Term: The covenants and restrictions of this Declaration shall run with and bind the Property for a term of fifteen (15) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years, unless terminated by vote or consent of

not less than the Owners of two-thirds (2/3) of all the Lots.

2. Amendments: This Declaration may be amended by the Declarant during the Period of Declarant Control, or at any time by the Owners of two-thirds (2/3) of all of the Lots either at a meeting of the Owners or by written ballot mailed to all the Owners or by a combination of votes at a meeting and by written ballot. Amendments to be effective must be recorded in Hill County.

3. Enforcement: The Declarant, or any Owner shall have the right (but not the

obligation) to enforce by any proceeding at law or in equity all covenants, conditions and restrictions now or hereafter imposed by the provisions of this Declaration. Failure by the Declarant or any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

4. Severability: Invalidation of any covenant, condition or restriction contained in this Declaration by judgment or court order shall in no way affect any of the remaining provisions, which shall remain in full force and effect.

5. Arbitration: In the event of a dispute under this Declaration, the parties agree that the dispute shall be determined and resolved by binding arbitration. The determination of the arbitrator shall be final and binding upon the parties and their respective successors and assigns. The determination may be filed in a court of competent jurisdiction as a final judgment. The arbitrator is authorized, but not required, in the arbitrators discretion, to award attorneys fees and costs to the prevailing party. If no such award is made, the costs of the arbitration shall be paid equally by the parties.

6. Construction/Successors: This Declaration shall be construed pursuant to the laws of Texas. This Declaration runs with the land and is binding upon the heirs and successors in interest of the parties hereto.

AMENDMENT

Tract 11 is not subject to the common area expenses since it has FM 933 frontage for access.