DECLARATION OF RESTRICTIONS

This Declaration (the ''Declaration'') is made on this 20th day of December, 2006, by and between BUGU Company, L.L.C., a Missouri limited liability company, and WOODLANDS ON THE LAKE HOMEOWNERS ASSOCIATION, a Missouri not-for-profit corporation (the “Association”).

WHEREAS BUGU Company, L.L.C., a Missouri limited liability company (the “Owner”), own a tract of land situated in the County of Stone and State of Missouri more particularly described as follows, to wit:

See Exhibit “A”

WHEREAS the Owner owns all of the Real Estate, and the Owner intends to create a subdivision known as Woodlands on the Lake from the Real Estate (the “Subdivision”) and a plat of the Real Estate has been made and recorded in the office of the Recorder of Deeds for the County of Stone, State of Missouri in Book _ at Page _ (the “Plat”); and

WHEREAS it is the intent of the Owner that said Subdivision shall be and always remain a first-class subdivision;

WHEREAS it is the intent of the Owner that for the purpose of benefiting said Subdivision and for the benefits that will inure to said Owner, their heirs, successors, and assigns, and to any and all persons who may purchase, hold, or own from time to time any of the (a) several lots included in the Plat, as the Plat may be amended; or (b) any lots included on any parcel annexed into the Subdivision (collectively the "Lots" and singularly a “Lot”);

NOW, THEREFORE, for good and valuable consideration, the undersigned do hereby declare and hereby impose the following conditions, restrictions, and limitations on the property above described (the “Property”), said conditions, restrictions, and limitations to be express covenants running with the land and to be binding upon, enforceable against, and inure to the heirs, successors, and assigns of the parties hereto and any purchasers of any of the Property listed in the plat hereof.

1. All lots shall be used solely for residential purposes. No commercial use shall be made of any lot except that of a home office-type business may be conducted from a residence located on a lot. Parking for customers or employees of any home office shall be limited to two cars at any one time.

2. No commercial sign shall be erected on any lot except for a “real estate for sale” sign with the maximum size of 20” x 28”. BUGU Company, LLC, and its agents are exempt from the provisions of this paragraph.

3. BUGU Company, LLC reserves the right to further subdivide any lot. Once a lot is conveyed by BUGU Company, LLC it may not be further subdivided.

4. All lots are subject to road and utility easements as shown on the recorded subdivision plat or recorded in Stone County, Missouri. Easements include twenty (20) foot utility easement along all subdivision roads and ten (10) foot along all lot side lines.

5 Each lot shall not contain more than one single family dwelling. Residences constructed on a lot shall contain no less two thousand (2,000) square feet of living area, exclusive of basement, carports, garages, and open porches. Multi-Story residences must have a minimum of 1,500 square feet on the ground floor and a total of at least 2,200 square feet. For the purposes of this Declaration, residences commonly referred to as “split level” or “tri-level” shall be deemed to be a single-story residence. Minimum roof pitch shall not be less than 6/12.

6. Unless prior written approval is granted by the Board of Trustees, no portion of any dwelling or any structure shall be located on any lot closer than ninety-five (95) feet from the center line of any street or road, or closer than twenty-five (25) feet from any side lot line. In such cases as the Board of Trustees determines the restrictions contained in this Paragraph 6 are not feasible with regard to a particular lot, the Board of Trustees in its sole discretion may grant such written exceptions as it deems necessary from the restrictions contained in this paragraph. In determining the feasibility of such restrictions, the Board of Trustees shall consider, in addition to any other factors it may determine important, the building lot's angle, size, grade and elevation.

7. No site grading or building constructed shall be allowed that will create a flow of storm water which can restrict, impair or distract from any other lot owner' s normal residential use of any lot in Woodlands on the Lake.

8. No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done which would or might become an annoyance or nuisance.

9. No structure of a temporary nature, trailer, tent basement, shack, garage, barn, or other out-building or buildings shall be used on any lot at any time as a residence or dwelling, either temporarily or permanently.

10. The construction of any improvement shall be completed within twelve (12) months of the date of the starting of said construction. In the event any dwelling, building fence, wall structure or improvement is damaged by fire, wind, or other casualty it shall not be permitted to remain in a damaged condition longer than three (3) months from the date of the casualty unless a delay in repair is granted in writing by the Board of Trustees.

11. All residential buildings shall be placed on a permanent foundation.

12. No modular homes, trailers, mobile homes, or manufactured homes shall be placed or erected on any lot.


13. All dwellings or buildings plumbed suitable for residential use shall be connected to a waste-water system that shall comply with all local, State and Federal requirements. The waste-water system shall be installed by a county approved certified installer. The waste-water system shall comply with all Local, State and Federal requirements. No lagoon system shall be permitted, unless by prior approval of the Association.

14. A single detached garage capable of housing up to 3 automobiles will be allowed on each lot. Side walls can be a maximum of 12 feet tall. The garage must contain no more than 50% of the square feet of the first floor of the respective residence or one thousand two hundred (1,200) square feet, whichever is less.

15. Other than a detached garage, a single outbuilding will be allowed. Total square feet of the building shall be no more than 1,200 sq. feet. Side walls shall not be greater than twelve (12) feet.

16. Outbuildings shall be constructed of factory painted barn metal steel siding, except that garages or outbuilding can be sided with the same material as the residence on that lot.

17. No building shall have any galvanized metal siding material exposed on an exterior surface.

18. No salvage operations may be conducted on any lot. No junk cars, trucks, or vehicles that are unlicensed to operate on state highways, or are in an inoperable condition, shall be kept within the subdivision. Antique or Inoperable cars, trucks, or vehicles that are being restored must be kept garaged.

19. No lot shall be used or maintained as a dumping ground for rubbish, trash, or garbage. All waste shall be kept in sanitary containers. No trash or trash/garbage containers shall be kept between the front of the residence and the front property line or closer than twenty-five (25) feet from any side lot line.

20. Lighting shall not be directed by any lot owner to create an annoyance to an adjoining lot.

21. No farm, lawn maintenance or construction equipment can be kept on any lot outside of a garage, shed or barn.

22. Roadways depicted on the plat are hereby dedicated for the use of residents of Woodlands on the Lake subdivision, their guests, and heirs and assigns of BUGU Company, LLC.

23. All fencing running along the front property line shall be of wrought iron, split rail, or stone type.

24. No privacy type fencing is to be allowed between the front of the residence and the front property line unless the distance of the fencing to the front property line is greater than ninety-five (95) feet.

25. Wire fence will be allowed only more than one hundred feet from the property front lot line and to the rear of any dwelling.

26. All fencing shall be kept well maintained and in good order.

27. No livestock or companion animals shall be raised for sale or kept for sale or
commercial purposes.

28. No equines, bovines or other livestock shall be kept on any lot.

29. Maximum vegetative height shall be 8 inches in yard spaces excluding trees, ornamental shrubs, and ornamental grasses.

30. Each lot owner shall maintain all lawn and landscaping of the road and utility easements abutting the subdivision roadway.

31. No overnight parking on the subdivision roadway shall be permitted.

32. Each lot owner is required to comply with any Missouri Department of Natural Resources permitted Storm Water Prevention Plan for the Real Estate as long as it is in effect.

1. Every owner of a Lot shall be a member of the Woodlands on the Lake Homeowners Association, a Missouri not-for profit corporation (the “Association”). Membership shall be appurtenant to and may not be separated from the ownership of any respective Lot.

2. The Association shall have two classes of voting membership:

 a. Except for the Owner (who shall initially be a Class B Member), the Class A Members shall be all of the owners of the Lots. Each Class A Member shall be entitled to one vote per Lot, for each Lot owned by it, in all proceedings in which action shall be taken by members of the Association.

 b. The Class B member shall be the Owner. The Class B member shall be entitled to thirty (30) votes per Lot for each Lot owned by the Owner, in all proceedings in which action shall be taken by members of the Association. The vote of any Class A member comprised of two or more persons, or other legal entities, or any other combination thereof, shall be cast in the manner provided for in the Articles of Incorporation of the Association, or as the several constituents may determine, but in no event shall all such constituents cast more than one vote per Lot for each Lot owned by them. The Class B membership in the Association shall cease and be converted to Class A membership in the Association on the seventh anniversary of the date of this Declaration or at such earlier time as the total number of votes entitled to be cast by Class A members of the Association equals or exceeds the total number of votes entitled to be cast by the Class B member of the Association. Provided, however, the Class B Membership shall be revived (and the Company shall again be entitled to five votes for each Lot owned by the Company) during any periods of time occurring before the seventh anniversary of the date of the Declaration, when by reason of the annexation of additional land as a part of the Property additional Lots owned by the Company exist which, when added to the other Lots then owned by the Company, would result in the Company having more than fifty percent (50%) of the votes of the Association were the Company to have thirty (30) votes for each Lot owned by the Company instead of only a single vote for each Lot owned by the Company.

1. The Owner shall grant and convey to the Association, and the latter shall take and accept from the Owner, the streets (collectively the “Streets”) and any other common areas shown on the plat that are conveyed or dedicated by the Plat or deed as common areas (the “Common Areas”), on January 1, 2010, if not earlier conveyed by plat. Notwithstanding, anything to the contrary contained within this Declaration neither the boat dock located in close proximity to the subdivision, nor the parking area devoted to such dock shall be considered part of the Common Area. The Association shall hold the Common Areas conveyed to it subject to the following:

 (a) The reservation to the Owner, its successors, and assigns, of the beds, in fee, of all streets, avenues and public highways shown on the plat, which includes the Common Area, so conveyed.

 (b) The reservation to the Owner, its successors and assigns, of the right to lay, install, construct, and maintain, on, over, under or in those strips across land designated on the Plat, as “Drainage and Utility Easement”, “Sewer Easement”, “Drainage and Sewer Easement”, “Open Space”, and “Area Reserved for Future Road”, or otherwise designated as an easement area, or on, over, under, or in any portion of any Common Area, pipes, drains, mains, conduits, lines and other facilities for water, storm sewer, sanitary sewer, gas, electric, telephone and other public utilities or quasi-public utilities deemed necessary or advisable to provide adequate service to any Lot laid out or established nor in the future on the Property, or the area in which the same is located, together with the right and privilege of entering upon the Common Area for such purposes and making openings and excavations therein.

 (c) The reservation to the Owner, its successors, and assigns, of the right to enter upon any Common Area conveyed to the Association for the purpose of construction or completing the construction of improvements and the landscaping of the Common Area.

 (d) The reservation to the Owner, its successors, and assigns, of the right to continue to use and maintain any storm water management ponds and any sediment control ponds or facilities located on any Common Area conveyed to the Association.

2. The Common Areas conveyed to the Association shall be deemed property and facilities for the use, benefit, and enjoyment, in common, of each Lot Owner. Except as otherwise permitted by the provisions of this Declaration, no structure or improvement of any kind shall be erected, placed, or maintained on any Common Area except: (a) structures or improvements designed exclusively for the community use, including, without limiting the generality of the foregoing, shelters, chairs or other seating facilities, fences and walls, walkways, roadways, playground equipment, swimming pools and tennis courts, and (b) drainage, storm water and utility systems and structures. The Common Areas may be graded, and trees, shrubs or other plants may be placed and maintained on the Common Areas for the use, comfort and enjoyment of the Lot Owners, or the establishment, retention or preservation of the natural growth or topography of the Common Areas, or for aesthetic reasons. No portion of any Common Area may be used exclusively by any Lot Owner for personal gardens, storage facilities or other private uses without the prior written approval of the Association.

3. No noxious or offensive activity shall be carried on upon any Common Area nor shall anything be done thereon which will become an annoyance or nuisance to the neighborhood.

4. The Association shall improve, develop, supervise, manage, operate, examine, inspect, care for, repair, replace, restore, and maintain the Common Areas as from time to time improved, together with any items of personal property placed or installed thereon, all at its own cost and expense.

5. The right of each Lot Owner to use the Common Areas shall be subject to the terms, conditions, and provisions as set forth in this Declaration and, to any rule or regulation adopted by the Association on or in the future for the safety, care, maintenance, good order, and cleanliness of the Common Areas. All such terms, conditions, provisions, rule, and regulations shall inure to the benefit of and be enforceable by the Association, its respective successors, and assigns, against any Lot Owner, or any other person, violating or attempting to violate the same, either by an action at law for damages or a suit in equity to enjoin a breach or violation, or to enforce performance of any term, condition. provision, rule, or regulation. The Association and the Owner shall each have the right, summarily, to abate and remove any breach or violation by any Lot Owner at the cost and expense of the respective Lot Owner.

1. The Owner shall hold, and thereafter grant and convey the Lots, subject to the covenants, conditions and restrictions set forth in this Declaration, which are imposed upon the Lots for the benefit of the Owner, the Association and the Lot Owners, and their respective legal representatives, heirs, successors, and assigns, to the end and intent that each Lot Owner hold their respective Lots subject to the following:

 a. Each Lot Owner, in common with all other Lot Owners, shall have the right and privilege to use and enjoy the Common Areas for the purposes for which the same were designed. This right and privilege shall be appurtenant to and pass with the title to the Lot. The right to the use and enjoyment of all Common Areas shall be subject to: (i) the right of the Association to charge reasonable admission and other fees for use of facilities within the Common Areas; and (ii) the right of the Association to suspend the voting rights and rights to use the Common Areas by a Lot Owner (a) for any period in which any assessment against a respective Lot remains unpaid, or (b) for a period not to exceed sixty (60) days for any infraction of published rules and regulations of the Association.

 b. Any Lot Owner may delegate, in accordance with the Bylaws of the Association, the Lot Owner's right to the use and enjoyment of the Common Areas, and any facilities thereon, to the members of his family, his tenants or to contract purchasers who reside on his Lot.

 c. Each Lot Owner shall fully and faithfully comply with the rules, regulations, and restrictions applicable to use of the Common Areas, as these rules, regulation and restrictions are from time to time adopted by the Association for the safety, care, maintenance, good order, and cleanliness of the Common Areas. Each Lot Owner shall comply with the covenants, agreements and restrictions imposed by this Declaration on the use and enjoyment of the Common Areas.

2. The rights, privileges and easements of the Lot Owners are at all times subject to the right of the Association to dedicate or transfer all or any part of any Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed upon by the Association; provided, however, that no such dedication or transfer shall be effective unless approved by a majority vote of each class of members of the Association voting in person or by proxy at a meeting called for such purpose, and the
same shall have been consented to by the agency, authority or utility accepting the dedication or transfer.

1. The Owner, for each Lot owned by the Owner within the Subdivision, hereby covenants, and each Lot Owner, by acceptance of a deed hereafter conveying any such Lot to the respective Lot Owner, whether or not so expressed in the deed or other conveyance, shall be deemed to have covenanted and agreed to pay the Association (a) annual assessments or charges; and (b) special assessments and charges to be established and collected as provided in this Declaration. The annual and special assessments or charges, together with interest at the rate of nine percent (9%) per annum accruing from their due date until payment is made, and the costs of collection and reasonable attorney's fees, shall be a charge on, and continuing lien upon, each Lot against which an assessment is made. Each assessment or charge, together with interest at the rate of nine percent (9%) per annum accruing as set forth above, and costs and reasonable attorney's fees incurred or expended by the Association in collection, shall also be the personal obligation of the Lot Owner of the Lot. The personal obligation for any delinquent assessment or charge, together with interest. costs and reasonable attorney' s fees, however, shall not pass to the Lot Owner's successors in title, unless expressly assumed by them.

2. The assessment and charges levied by the Association shall be used exclusively for promoting the recreation, health, safety, and welfare of the residents of the Subdivision, and in particular for the improvement, operation, and maintenance of the Common Areas, including, but not limited to, the payment of taxes (except to the extent that proportionate shares of such public charges and assessments on the Common Areas may be levied against all Lots on the Property by the tax collecting authority so that the same are payable directly by the Lot Owner in the same manner as real property taxes assessed or assessable against the Lots) and insurance on the Common Areas.

3. Until December 31st of the year in which the first Common Area is conveyed to the Association, the annual assessment shall be $100 per Lot which shall be the maximum annual assessment for that year. Thereafter, the maximum permissible annual assessment shall increase each year by ten percent (10%) of the maximum permissible annual assessment for the previous year without the necessity of a vote of the membership of the Association. The maximum permissible annual assessment may be increased above the ten percent (10%) limitation specified in the preceding sentence only by a vote of two-thirds (2/3) of each class of members of the Association, voting in person or by proxy, at a meeting called for such purpose. The Board of Directors of the Association may fix the annual assessment against each Lot at any amount not in excess of the maximum permissible annual assessment applicable to that year without the necessity of a vote of the membership of the Association. Notwithstanding anything elsewhere set forth in this Declaration, the annual assessments or charges made or levied against any Lot owned by the Owner as of January 1st of the year to which the assessment pertains, shall equal ten percent (10%) of the per Lot annual assessment established by the Association under this section. Notwithstanding anything to the contrary set forth herein, in no event shall the owners of Lot 1, Lot 37, Lot 39, Lot 41, Lot 43, Lot 45 or Lot 48 be liable for the payment of any annual assessment or charge levied by the Association.

4. In addition to the annual assessments authorized above, the Board of Directors of the Association may levy in any year, a special assessment, applicable for that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair, or replacement of any capital improvement located on any Common Area, including fixtures and personal property related thereto, provided that such assessment shall first be approved by two thirds (2/3rds) of the votes of each class of the members of the Association, voting in person or by proxy at a meeting called for such purpose.

5. Except as provided in Paragraph 3 of this Article, and in Paragraph 7 of this Article, annual assessments must be fixed at a uniform rate for all Lots.

6. Written notice of any meetings of members of the Association called for the purpose of taking any action authorized under Paragraphs 3 or 4 of this Article shall be sent to all members not less than thirty (30) days, nor more than sixty (60) days, in advance of the meeting. At the first meeting, the presence of members, or of proxies, entitled to cast sixty percent (60%) of all of the votes of each class of members entitled to be cast at the meeting shall be necessary and sufficient to constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirements, and the required quorum at any subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided that no subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

7. The annual assessments shall commence on the first day of the month following the first conveyance of a Common Area to the Association. The first annual assessment shall be made for the balance of the calendar year and shall become due and payable on the date fixed for the commencement. The amount of the assessment for the first year shall be an amount which bears the same relationship to the annual assessment provided for in the first sentence of Paragraph 3 of this Article as the remaining number of months in that year bear to twelve. The same reduction in the amount of the annual assessment shall apply to the first assessment levied against any property, which is hereafter added to the Subdivision at a time other than the beginning of any calendar year. The annual assessments for any year after the first year shall be on a calendar year basis and become due and payable on the first day of March of that year. The due date under any special assessment under Paragraph 4 shall be fixed in the resolution authorizing the special assessment; however, such due date shall be at least forty-five (45) days after the date of such resolution.

8. The Board of Directors of the Association shall fix the date of commencement and the amount of the annual assessment against each Lot for each assessment period of at least one month in advance of the due date for the payment of the assessment and shall, at that time, prepare a roster of the Lots and assessments applicable to the Lots which shall be kept in the office of the Association and shall be open to inspection by any Lot Owner. If an annual or special assessment is not paid on the due date, the assessment shall be delinquent and shall bear interest from the date of delinquency at the rate of nine percent (9%) per annum, and the Association may bring an action at law against the Lot Owner personally obligated to pay the same, or may foreclose the lien against the Lot for such assessment, and there shall be added to the amount of such assessment the reasonable costs of preparing and filing the action, and in the event that judgment is obtained, such judgment shall include interest on the assessment as above provided and reasonable attorney' s fees to be fixed by the Court together with the costs of the action. Each Lot Owner shall be accepting title to the Lot be deemed to have assented to the passage of a decree for the foreclosure of any lien upon the respective Lot of the Lot Owner which results from his failure to pay an assessment on the due date of the assessment.

9. The lien of the assessments provided for in this Declaration shall be subordinate to any mortgage or deed of trust hereafter placed upon the Lot subject to assessment; provided, however, that the sale or transfer of any Lot pursuant to mortgage or deed of trust foreclosure, or any proceeding in lieu thereof, shall only extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. Such sale or transfer shall not relieve the Lot from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment. No Lot Owner may waive or otherwise escape liability for the assessments provided for in this Declaration by non-use of the Common Areas or abandonment of the Lot Owner' s Lot.

1. These conditions, restrictions and limitations contained within this Declaration are to be construed independent and not interdependent, and in the event that any of them shall be declared void, or for any reason unenforceable, the validity and binding effect shall not be thereby impaired or effected. Laches, waiver, estoppel, or failure to enforce, and breach thereof, and conditions, restrictions or limitations shall not be a waiver of any subsequent breach of the conditions, restrictions and/or limitations herein set forth.

2. The real property which is, and shall be held, conveyed, transferred, occupied, and sold subject to these restrictions, conditions and limitations is that real estate described on page I herein.

3. The described lots are subjected to these restrictions, conditions, and limitations to ensure the proper use and most appropriate development of and improvements on the Subdivision. It is the intent of these restrictions, conditions, and limitations to provide conditions, covenants, restrictions, reservations, and standards to ensure that the Subdivision will also be maintained as an attractive setting for residential use with attractive, high-quality structures; proper and desirable use and appropriate development and improvement of all property; to protect the Lot Owners of the described lots and adjacent lots against improper and undesirable use of surrounding property; to guard against depreciation and value of property; to guard against erection of structures constructed improperly or of unsuitable materials or design; to encourage the erection of attractive improvements and appropriate locations; to prevent haphazard and inharmonious improvement of property; and in general, to provide adequately for a high type and
quality of improvement and development in the described Subdivision.

4. Owner shall have the right to annex or add additional property to the Subdivision at any time by filing a supplemental declaration and plat, recorded in the Stone County Recorder's Office, subjecting property to the provisions of this instrument.