STATE OF MISSISSIPPI COUNTY OF HARRISON SECOND JUDICIAL DISTRICT AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

FOR THE OAKS SUBDIVISION PHASES I, II AND III This Amended and Restated Declaration of Covenants, Conditions and Restrictions for the Oaks Subdivision, Phases I, II and III, a residential subdivision (the "Declaration") is made this ___ day of ______, 2011, by the Oaks of Biloxi Homeowners Association, Inc., a Mississippi non-profit corporation, applicable to the Oaks Subdivision, Phases I, II and III, a residential subdivision in the City of Biloxi, Harrison County, Mississippi (hereafter THE OAKS SUBDIVISION), Plat Book 16 Page 29, et seq. and Plat Book 18 at Pages 8, et seq. WITNESSETH: WHEREAS, Synergy Development, Inc. and Plantation Homes, Inc., the original owners, developers and declarants of the Oaks Subdivision, Phases I and II, imposed covenants, conditions and restrictions on the Oaks Subdivision, Phase I, Lots 1 through 25, inclusive, by Instrument Number 2000 1792 D, recorded at Book 357 Pages 270 of the land records of Harrison County, Mississippi, Second Judicial District on July 6, 2000 and the Oaks Subdivision, Phase II, Lots 26 through 59, inclusive, by Instrument Number 2000 3257 D, recorded at Book 364 Page 159 of the land records of Harrison County, Mississippi, Second Judicial District, on December 18, 2000; and WHEREAS, Jimmy R. Lane, the original owner, developer and declarant of the Oaks Subdivision, Phase III, imposed covenants, conditions and restrictions on the Oaks Subdivision, Phase III, Lots 60 through 87, inclusive, by Instrument Number 2002 444 D, recorded at Book

382 Page 338 of the land records of Harrison County, Mississippi, Second Judicial District, on February 20, 2002; and WHEREAS, Synergy Development, Inc. and Plantation Homes, Inc. no longer own fifty-one (51%) of the Lots in the Oaks Subdivision, Phases I and II, and Jimmy R. Lane no longer owns fifty-one percent (51%) of the Lots in the Oaks Subdivision, Phase III; and WHEREAS, the covenants for the Oaks Subdivision, Phases I and II, provide that the covenants, conditions and restrictions may be amended by the written consent of at least seventyfive percent (75%) of the Lot Owners, exclusive of their mortgagees; and WHEREAS, the covenants for the Oaks Subdivision, Phase III, provides that the covenants, conditions and restrictions may be amended by the written consent of at least seventyfive percent (75%) of the Lot Owners, exclusive of their mortgagees; and WHEREAS, at least seventy-five percent (75%) of the Lot Owners in the Oaks Subdivision, Phases I and II, and at least seventy-five percent (75%) of the Lot Owners in the Oaks Subdivision, Phase III, wish to amend, restate and consolidate the covenants, conditions and restrictions for the Oaks Subdivision, Phases I, II and III; NOW, THEREFORE, the Oaks of Biloxi Homeowners Association, Inc., on behalf of and pursuant to a duly executed Resolution of its Members, adopts the Amended and Restated Covenants, Conditions and Restrictions for the Oaks Subdivision, Phases I, II and III for the purpose of promoting the uniform application and enforcement of the Covenants, Conditions and Restrictions in all phases of The Oaks Subdivision and protecting the value and desirability of the property lying within the subdivision, which covenants, conditions and restrictions shall run with the real property and be binding on all parties having any right, title or interest in the

described properties or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each Owner thereof. The Amended and Restated Declaration of Covenants, Conditions and Restrictions is set forth in its entirety below, to wit: ARTICLE I DEFINITIONS Section 1. Association shall mean and refer to THE OAKS OF BILOXI

HOMEOWNERS ASSOCIATION, INC., a Mississippi non-profit corporation, its successors and assigns. Section 2. Owner shall mean and refer to the owner of record, whether one or more

persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 3. Property or Properties shall mean and refer to that certain real property

hereinabove described, and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 4. Lot shall mean and refer to any numbered Lot as illustrated and shown

on the plats of THE OAKS SUBDIVISION, as recorded in the public records of Harrison County, Mississippi, Second Judicial District. Section 5. Building Site shall mean those fractional parts of adjacent Lots or one or

more Lots and all or a portion of an adjacent Lot within THE OAKS SUBDIVISION, which are more particularly described and defined in of Article VI, Section 20 of this Declaration. Section 6. Home or dwelling shall mean and refer to any building situated upon

a Lot which is designated and intended for use and occupancy as a residence by a single family. 3

Section 7. thereon. Section 8.

Living Unit shall mean and refer to a Lot and the Home constructed

Member shall mean and refer to all those Owners who are members of

the Association as provided in Article II, Section 1 hereof. Section 9. Quorum shall mean the representation in person or by proxy of fifteen

percent (15%) of the votes entitled to be cast on a matter at a meeting of members. Section 10. Section 11. Majority shall mean fifty-one percent (51%). Common Area shall mean all real property (including improvements

thereto) owned by the Association and/or which the Association members have the right to use and enjoy and also all rights of easement and license and shall include any and all other property shown on the recorded plats of THE OAKS SUBDIVISION, but with the exception of and excluding the platted lots and parcels, and with the exception of and excluding the drainage and utility easements and the streets and/or roads. ARTICLE II MEMBERSHIP AND VOTING RIGHTS Section 1. of the Association. Every Owner of a Lot in THE OAKS SUBDIVISION shall be a member Membership shall be appurtenant to and may not be separated from

ownership of any Lot. It is the intent of this document that the Association shall be a part of THE OAKS SUBDIVISION. Section 2. Every Owner shall be entitled to one vote for each Lot or Building Site

owned in THE OAKS SUBDIVISION. When more than one person owns an interest in any Lot or Building Site, all such persons shall be members. The vote for such Lot or Building Site shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot or Building Site. 4

ARTICLE III COVENANT FOR MAINTENANCE ASSESSMENTS Section 1. Creation of the Lien and Personal Obligation of Assessments.

Each Owner of any Living Unit and/or Lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: a. b. Annual assessments or charges, and Special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs, and reasonable attorneys fees, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with interest, costs and reasonable attorneys fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them, nor be relieved or forgiven by transfer of title to such property except as to assessments accruing after date of transferral. Section 2. Purpose of Assessments.

The assessments levied by the Association shall be used exclusively to maintain and care for the Common Area, including common landscaping; maintaining and lighting the entranceways, fenceways attached to entranceways and appurtenant landscaping; and maintaining and lighting entranceway signs.

Section 3.

Maximum Annual Assessments.

Until the year beginning March 15, 2011, the maximum annual assessment shall be $88.00 per Lot or Building Site per year, payable in advance, but prorated for the remainder of the months of the year. a. From and after March 15, 2011, the annual assessment may not be increased any

year more than 10% above the maximum annual assessment for the previous year without a vote of the membership as provided in Section 3(b) below. b. From and after March 15, 2011, the maximum annual assessment may be

increased by more than 10% above the maximum annual assessment for the previous year by an affirmative vote of a Majority of votes represented in person or by proxy and voting at a meeting duly called for this purpose where a Quorum is present. c. The Board of Directors of THE OAKS OF BILOXI HOMEOWNERS

ASSOCIATION, INC. may set the annual assessment at an amount not more than 10% above the maximum annual assessment for the previous year. Section 4. Special Assessments for Capital Improvements.

In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the costs of any construction, reconstruction, repair or replacement of capital improvement upon the Common Area, if any, or in THE OAKS SUBDIVISION, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of a Majority of votes represented in person or by proxy and voting at a meeting duly called for this purpose where a Quorum is present.

Section 5.

Notice and Quorum for Any Action Authorized Under Sections 3 and 4.

Written notice of any meeting called for the purpose of taking any action authorized under Sections 3 and 4 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 such meeting called, the presence of Members or of proxies entitled to cast fifteen percent (15%) of all votes shall constitute a Quorum. If the required Quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half of the required quorum of the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. Section 6. Uniform Rate of Assessment.

Both annual and special assessments must be fixed at a uniform rate for all Living Units and may be collected on a monthly basis. Section 7. Due Dates of Annual Assessments.

The annual assessments provided for herein shall commence as to all lots or building sites at such times as are fixed by the Board of Directors. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A properly executed certificate of the Association as to the status of assessments on a Lot is binding upon the Association as of the date of its issuance.

Section 8.

Effect of Nonpayment of Assessments.

Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of ten percent (10%) per annum. The Association may bring action at law against the Member personally obligated to pay the same, or foreclose the lien against the property. No Member may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area, if any, or abandonment of his Living Unit. The voting rights of any Member shall be suspended for and during any period during which any assessment against his Living Unit remains unpaid. The Association may also suspend the voting rights of a Member for any period during which any assessment against his Living Unit remains unpaid; and for a period not to exceed sixty (60) days for any infraction of its published rules and regulations. Section 9. Subordination of the Lien to Mortgages.

The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage encumbering any Lot, parcel or Living Unit within THE OAKS SUBDIVISION. Sale or transfer of any Lot or Living Unit shall not affect the assessment lien. No sale or transfer shall relieve such Living Unit from liability for any assessments thereafter becoming due or from the lien thereof. ARTICLE IV ARCHITECTURAL CONTROL Section 1. Architectural Approval.

No building, fence, wall, mailbox, decorative objects placed in yards or other structure shall be commenced, erected or maintained upon the Properties, nor shall any exterior addition to or change or alteration therein be made until the plans and specifications showing the nature, color, kind, shape, height, materials, roof, and location of the same, shall have been submitted to 8

and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Architectural Control Committee composed of at least two (2) and not more than five (5) representatives appointed as herein provided. In the event said committee fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with. Section 2. Architectural Control Committee.

Upon the death or resignation of a member or members of the committee, the remaining member or members shall have full authority to designate successor members. Neither the members of the committee nor its designated representatives shall be entitled to any compensation for services performed pursuant to this covenant. The Association shall have the authority to appoint a committee of at least two (2) and not more than five (5) representatives to exercise the power, duties and responsibilities hereinabove set forth. Section 3. Granting of Variances.

When a building or other structure has been erected or its construction substantially advanced and the building is located on any Lot or Building Site in a manner that constitutes a violation of these covenants, conditions and restrictions or the building setback lines shown on the recorded plat, or if the committee, in its sole discretion, determines that a variance is desirable in order to best accommodate the location of a planned building on a particular Lot, the committee may release the Lot or Building Site, or parts of it, from any part of the covenants, conditions and restrictions, or setback lines, that are violated. The committee shall not give such a release except for a violation that it determines to be a minor or insubstantial violation in its sole discretion. Provided, however, that the Committee shall have no authority to grant a

variance of a City of Biloxi subdivision regulation, including, but not limited to, those that may be contained in these covenants, conditions and restrictions. Neither the Board of Directors of the Association, nor the Architectural Control Committee, nor any of the respective members, shall in any way be liable or be held liable to any Member, the Association, or any other person or entity resulting from its good faith exercise of the discretionary authority conferred by this Section. ARTICLE V DUTY TO CLEAR A LOT IF OWNER ELECTS NOT TO REBUILD AFTER DESTRUCTION In the event of damage to or destruction of any Home on the Properties by fire, windstorm, water, or other cause whatsoever, and the Owner elects not to rebuild the Home, then the Owner shall be required to clear the Lot within a reasonable time after the damage or destruction to the Home. The Owner shall be required to maintain the Lot in a clean and presentable manner, free from all trash and rubble, and to maintain the Lot so that it is in harmony with the surrounding property. ARTICLE VI RESTRICTIONS AS TO USE, OCCUPANCY AND APPEARANCE Section 1. General.

All of the Lots shall be used and occupied as single family residences and no structures shall be erected, altered, placed or permitted to remain other than one single family dwelling with a private garage for not more than three (3) vehicles and one (1) storage or outbuilding. No building, fence, wall or other structure shall be erected or placed on any Lot, except in accordance with the provisions of this Declaration, including written permission of the Architectural Control Committee. No alteration to the exterior (appearance) of any Home, Lot,

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building, fence, or other structure shall be made without the written permission of the Architectural Control Committee created hereunder. Vinyl siding shall be permitted but must be approved by the Architectural Control Committee. All fiberglass shingle roofs shall be

architectural thick, butted shingles. However, this shall not preclude other types of roofs which may be approved by the Architectural Control Committee. Each Owner shall be responsible for his/her own exterior maintenance, landscaping, and maintenance of the landscaping, so long as it does not interfere with the adjoining Lot Owners, and is consistent with these Covenants, Conditions and Restrictions, and harmonious with the surrounding improvements. Section 2. Building Setback Requirements.

No building shall be located on any Lot in THE OAKS SUBDIVISION nearer than twenty-five (25) feet to the front lot line, nearer than eight (8) feet to any interior lot line or nearer than twenty percent (20%) of the average lot depth [not to exceed twenty-five (25) feet] to the back or rear lot line. No building shall be located nearer than fifteen (15) feet to the side street line for corner lots (determination of the location of the rear side yard setbacks for corner lots shall be based on the orientation of the residential building to be built on the lot). For the purpose of these covenants, conditions and restrictions, eaves, steps and open patios shall not be considered a part of the building. Section 3. Dwelling Size/Units.

The dwellings on Lots 1 through 25, inclusive, must have a minimum of 2,000 square feet, heated and cooled living area. The dwellings on Lots 26 through 59, inclusive, must have a minimum of 1,800 square feet, heated and cooled living area. The dwellings on Lots 60 through 74, inclusive, and Lots 85 through 87, inclusive, must have a minimum of 2,000 square feet, heated and cooled living area. The dwellings on Lots 74 through 84, inclusive, must have a

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minimum of 2,200 square feet, heating and cooled living area. For purposes of determining heated and cooled living area, porches (other than glass-enclosed porches), garages, and storage areas shall not be included. No prefabricated or manufactured housing units shall be allowed on any Lot in THE OAKS SUBDIVISION. Section 4. Fences.

All fences to be constructed on any Lot or Building Site must be approved by the Architectural Control Committee prior to construction in accordance with Article IV, Section 1 of these covenants, conditions and restrictions. No chain link fences will be permitted. Section 5. Temporary Structures.

No structure of a temporary nature (trailer, shack, tent or other building) shall be moved to, placed upon or used on any Lot at any time, either temporarily or permanently, excepting, however, that during periods of construction, contractors shall be permitted a single storage shed on each separate construction site. Section 6. Building Condition, General Appearance, Nuisance, and Health Regulations.

All premises shall be maintained in good repair, shall be clean and sanitary at all times, and no nuisance and no violation of the rules and regulations of the State Board of Health or any governmental agency shall be permitted. Section 7. Unsightly Conditions.

It shall be the responsibility of each Lot Owner and tenant thereof to prevent the accumulation of litter, trash, packing crates or rubbish or the development of any unclean, unsightly, or unkempt condition of buildings or grounds on their Lot. It shall also be the responsibility of each Lot Owner and tenant thereof to prevent accumulations which shall tend to substantially decrease the beauty of THE OAKS SUBDIVISION as a whole or the specific area.

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Section 8.

Repairs and Hazards.

Any building or other improvement on any Lot attached thereto that is destroyed partially or totally by fire, storm or any other means shall be repaired or demolished within a reasonable period of time and the land on which it was located restored to an orderly and attractive condition. Any damage which causes a dangerous or unsafe condition to persons or which is unsightly and which is not repaired within a reasonable time (in no event longer than sixty (60) days following notice) may be repaired or removed at the direction of the Association, and the cost of such repairs or removal shall become a lien against the pertinent Lot and become the personal obligation of the Owner of such Lot. Any entry upon a Lot to effect such emergency repairs or removal shall not be deemed a trespass or a breach of the peace. Section 9. Noxious and Offensive Trade.

No noxious or offensive trade or activity shall be carried out upon the Properties nor shall anything be done thereon which may be or become an annoyance to the other Owners. Floodlights, bells, telephones, music, number or noise level of pets, air pollutants, etc., shall not be such as to constitute a nuisance to or impair the enjoyment of neighboring Lots or Building Sites. Section 10. Signs.

No professional, commercial or other signs of any kind shall be erected or maintained on any Lot or Home by any Owner except with the written permission and direction of the Association, or except as may be required by legal proceedings, it being understood that the Association will not grant permission unless reasonably necessary to avert serious hardship to an Owner. However, an Owner may place a professionally made For Rent or For Sale sign no larger than three (3) square feet in size on the Lot.

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Section 11.

Clothes Lines.

No outside clothes lines or other items detrimental to the appearance of the Properties shall be permitted on any Lot. All personal garbage and trash receptacles which are to be furnished by the Owners must be hidden from view. Section 12. Animals.

No livestock, animals, chickens or fowl of any kind shall be permitted on the Properties except for dogs and cats owned as personal pets which shall not be kept in such number as to be an annoyance to other Owners of Lots. In addition, no dogs or cats shall be permitted on the Properties except inside a Home or fenced-in area, without being on a leash and under the immediate control of a responsible individual. All such pets must be walked in appropriate areas, and owners of such pets must clean up after their pets. If any such pet owner fails to properly clean up after his pet, the Association shall have the right to adopt and enforce such additional pet regulations as are reasonably necessary to insure that such pets are not and do not become a nuisance. Section 13. Public Use.

No Lot shall at any time be used for the purpose of any trade, business, manufacture or public amusement. Section 14. Nuisances.

No nuisance shall be allowed upon the Properties, nor any use or practice that is the source of annoyance to residents or which interferes with the peaceful possession and proper use of the Property by its residents. All parts of the Properties shall be kept in a clean and sanitary condition, and no rubbish, refuse or garbage allowed to accumulate nor any fire hazard allowed to exist. No Owner shall permit clothes, towels or other items of personal property to be viewed

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by any other person occupying or using the Properties. No Owner shall permit any noise to originate from his home that would be an annoyance or nuisance to occupants of adjoining Lots, including, but not limited to, radios, record players, stereos, musical instruments, singing, barking of dogs, and meowing of cats. Section 15. Lawful Use.

No immoral, improper, offensive or unlawful use shall be made of the Properties nor any part thereof; and all valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction shall be observed. The responsibility of meeting the requirements of

governmental bodies for maintenance, modification or repair of the Properties shall be the same as the responsibility for the maintenance and repair of the property concerned. Section 16. Leasing.

Entire Living Units may be rented provided that the Living Unit is used only as a residence; that the lease or rental period is not for less than one (1) year; that the Living Unit is occupied by only one family having no more members than the Living Unit is designed to accommodate; and provided that such use by the tenant or tenants does not create a nuisance. An Owner may lease or rent his own Living Unit himself to any lessee provided that he furnishes the Association with the names of all of the tenants. All lessees are subject to the provisions of the Declaration and the By-Laws and failure to comply with said provisions shall be a default under any lease of any Living Unit whether so stated in said lease. A copy of any lease agreement between the Owner of a Living Unit and any tenant must be provided to the Association prior to commencement of the lease term under any such lease agreement. No boarders or persons with similar living arrangements shall be allowed. All of the foregoing may be enforced by the Association.

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Section 17.

Parking.

No boat, boat trailer, house trailer, truck, tractor or commercial vehicle of any kind, or any other vehicle, machine, equipment or apparatus other than operating passenger automobiles, pickups and operating passenger vans (vans are limited to those that are no wider than American made family automobiles) shall be parked or stored in any driveway or on any Lot in THE OAKS SUBDIVISION or on the street or road right-of-way in front of any such Lot so as to be visible from the street or be visible to the other residences in THE OAKS SUBDIVISION. Any such vehicles, machines, equipment and apparatus must be parked or stored on the rear of the property behind the dwelling, and screened from view to the satisfaction of the Architectural Control Committee. All vehicles belonging to Owners or tenants occupying any Dwelling, Building Site or Lot in THE OAKS SUBDIVISION must be operable and not in storage and/or being repaired. No trailer/tractor, bus, or other commercial vehicle shall be parked on any Lot, Building Site, or adjoining street right-of-way overnight. No vehicles of any type shall be parked on any Lot, Building Site or street right-of-way of THE OAKS SUBDIVISION except for the temporary parking of vehicles of guests of Owners of Lots. No Owners vehicle shall be continuously parked on the streets or roadways, but shall be kept on the driveway of the Lot or in the Owners private garage. No vehicles of any type, whether belonging to a guest or Owner, shall be temporarily or continuously parked on the Common Area. Section 18. Remedies for Vehicle and Recreational Equipment Violations.

In addition to, or in lieu of, other remedies for violation of these covenants as described in Section 29 of this Article VI, any such vehicle or recreational equipment, as described in Section 17 of this Article VI, parked in violation of these or other regulations contained herein or in the rules and regulations now or hereafter adopted by the Association may be towed by the

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Association, at the sole expense of the owner of such vehicle or recreational equipment, if it remains in violation for a period of forty-eight (48) hours. The Association shall not be liable to the owner of such vehicle or recreational equipment for trespass, conversion or otherwise, nor guilty of any criminal act, by reason of such towing, and neither its removal nor failure of the owner to receive any notice of said violation shall be grounds for relief of any kind. Section 19. Maintenance of Vacant Lots of Building Sites.

If construction of a residential dwelling is not commenced forthwith on any Lot or Building Site, then the Owner shall remove all underbrush and mow and maintain the Lot on a monthly basis. If any unimproved Lot or Building Site is not so maintained, the Association shall be empowered to maintain the Lot or Building Site and file a lien against the property for any and all expenditures in connection with said maintenance. Section 20. Flagpoles, Antennas, Satellite Dishes, Basketball Goals, and Mailboxes.

No flagpoles, ham radio antennas, citizen band radio antennas, television antennas, or any other type of antenna shall be allowed or permitted to be erected or located or to remain on a Lot or Building Site at any time. Any television satellite dishes erected and properly located on a Lot or Building Site in THE OAKS SUBDIVISION must meet current size standards, be attached to the house, not on the ground, and be placed out of sight if at all possible. Basketball goals, posts or backboards shall not be erected or permitted on any Lot or Building Site in THE OAKS SUBDIVISION or on any street right-of-way, unless the same is erected behind the dwelling, is of standard size, height and appearance, and is screened from view to the satisfaction of the Architectural Control Committee. No basketball goal shall be temporarily set on any city right of way or where it obstructs the sidewalk. All portable basketball goals shall be removed and stored out of sight when not in use. All mailboxes shall be of brick construction.

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Section 21.

Maintenance of Landscaping.

Each Owner shall maintain the appearance of his or her Lot or Building Site. Grass, flowers and shrubbery must be kept in an orderly fashion. No bamboo hedges, plant material or hedges (excluding trees), exceeding three (3) feet in height shall be allowed within the required thirty (30) foot front setback area. Section 22. Sewage and Drainage Control.

When each house is constructed, a 12 square concrete pad must be constructed around the sewer clean-out riser. No activities shall be permitted that discharge pollutants into the surface drainage system. Section 23. Adjoining Lots.

If one or more Lots, or one Lot and all or a portion of an adjacent Lot, or two or more fractional parts of adjoining Lots, within THE OAKS SUBDIVISION, are utilized for one single family residential purpose, the setback requirements herein shall be measured from the boundary line of the entire Building Site or plot being then and there utilized and devoted to the single family residence. Two fractional parts of adjacent Lots may be utilized as a single family residential Building Site or plot, provided that no such Building Site or plot shall contain fewer square feet than the smallest platted Lot within THE OAKS SUBDIVISION nor have a width, at the building setback line, of less than the width, at the building setback line, of the smallest platted Lot within THE OAKS SUBDIVISION. Section 24. Reservation of Easement.

An easement is reserved over and across each Lot in THE OAKS SUBDIVISION (except those portions on which a residential dwelling is actually constructed) for the purpose of installing, repairing and maintaining or conveying to proper parties for the installation, repair or

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maintenance of utilities for the Lots or Building Sites in THE OAKS SUBDIVISION, and easements shown or reserved on the recorded plats of THE OAKS SUBDIVISION, if any, are hereby adopted as part of these restrictions. Section 25. Wetlands.

Designated wetland areas are not allowed to be cleared, excavated, filled, built upon, sodded, or disturbed in any other way not approved by the Corps of Engineers. Subject to any other Restrictive Covenants of record, and provided such activity is in compliance with any other restrictions or requirements in effect at the time of such activity, the wetland areas may be bushhogged, mowed, or cut by manual implements if so desired. Section 26. Tree Removal.

In order to assure that maximum benefit of natural vegetation accrues to the Owners of Lots within THE OAKS SUBDIVISION, trees may only be removed in accordance with the Tree Ordinance of the City of Biloxi. Section 27. Sidewalks.

Sidewalks must be installed for every Lot prior to occupancy of any dwelling unit, provided that five years from approval of the final subdivision plat by the Biloxi City Council, the Owners of any Lot, or Lots, for which sidewalks have not been installed shall be required to do so. In the event sidewalks are not installed, as herein prescribed, the Biloxi Department of Public Works shall be authorized to cause to have installed said sidewalks the cost of which shall become a special assessment against the affected property, and, further provided, that subsequent to the expiration of the aforementioned five year period, that no building permits may be issued for any Lot for which a sidewalk has not been installed, as herein provided.

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Section 28.

Storage or Outbuildings.

Only one storage or outbuilding, shall be placed, permitted or allowed on each Lot. The size and design of such outbuilding must be approved in writing by the Architectural Control Committee and must conform to all set back requirements contained in Article VI, Section 2 of these covenants and those set back requirements of the City of Biloxi and any other applicable government entity. Section 29. Violations.

If an Owner is in violation of any covenant the Owner shall receive a courtesy notice of the violation in the mail. If the Owner corrects the violation within the time noted in the notice of violation letter, the issue will be considered resolved. The time allowed for correction of the violation will be determined by the Associations Covenant Enforcement Committee based on the nature of the violation. If an Owner fails to correct the violation within the time allowed, the Owner shall receive a final notice of violation letter and notice of fine. The amount of the fine shall be $25 dollars a day for each violation beginning on the date of the final notice letter and continuing until the violation is resolved. If an Owner disputes the fine/violation, the Owner shall have fourteen (14) days within which to request a hearing. If an Owner fails to do so, the Owners right to dispute the fine will be deemed waived and the fine will be final. If an Owner requests a hearing, the violation and fine will be determined at a hearing of the Associations Board of Directors, and the Boards decision shall be final. Unpaid fines together with costs and reasonable attorneys fees shall be a continuing lien on the Lot and will be the personal obligation of the Lot Owner at the time the fine becomes final. To request a Hearing, an Owner may contact any member of the Board. Nothing is this section shall limit or otherwise affect the enforcement rights set forth in these covenants. All fines collected hereunder shall be deposited

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in the Associations account for use in landscaping and maintenance of the Common Area. Section 30. Regulations.

Reasonable regulations concerning the use of the Properties may be made and amended from time to time by the Association in the manner provided by its Articles of Incorporation and By-Laws. Copies of such regulations and amendments shall be furnished by the Association to all Owners and residents of the Properties upon request. ARTICLE VII GENERAL PROVISIONS Section 1. Enforcement.

In addition to the enforcement provisions of Article VI, Section 29, the Association or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, fines, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Association or by the Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. In the event that a Court of competent jurisdiction shall determine that any Lot Owner shall have violated or have attempted to violate any of the covenants herein, the Owner of the Lot or Lots causing the violation upon which the violation occurs shall pay all attorneys fees, court costs and other expenses incurred by the person instituting such legal proceedings to maintain and enforce the aforesaid covenants. Said attorneys fees, court costs and other

expenses allowed and assigned by the court shall become a lien upon the Lot and improvements. Section 2. Applicability to Mortgage Foreclosure or Tax Sale.

Should any mortgage or lien be foreclosed or should any tax sale occur with regards to any property to which this instrument refers, then the title acquired by such foreclosure or sale

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and the person(s) who thereupon and thereafter become(s) owner of any such property, shall be subject to and bound by all restrictions enumerated herein. Section 3. Severability.

Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. Section 4. Covenants Binding.

The covenants, conditions and restrictions of this Declaration shall run with and bind the land, 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 five (5) years. Section 5. Notice.

Any notice required to be sent to any Lot Owner under the provisions of this Declaration shall be deemed to have been properly sent, and notice thereby given, when mailed, with the proper postage affixed, to the address of such Lot Owner appearing on the Associations Membership list not less than thirty (30) days prior to the date of the meeting at which any proposed action is to be considered. Notice to one or more Owners or tenants of a particular Lot shall be considered notice to all Owners of that Lot. It shall be the obligation of every Lot Owner to immediately notify the Secretary of the Association in writing of any change of address. Any person who becomes a Lot Owner following the first day of the calendar month in which said notice is mailed shall be deemed to have been given notice if the notice was given to the Lot Owners predecessor in title.

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ARTICLE VIII FUNCTIONS OF ASSOCIATION Section 1. Ownership and Maintenance of Common Properties.

The Association shall be authorized to own and/or operate and maintain Common Area and equipment, furnishings, and improvements devoted thereto. Land included in Common Area shall be used in the manner set forth by the Association. Section 2. Services.

The Association shall be authorized, but not required, to provide the following services: a. employment of a manager, an independent contractor, or such other employees as

are necessary to perform services for the Association; b. c. d. landscaping and landscape maintenance of the Common Area: lighting of roadways, sidewalks and paths through THE OAKS SUBDIVISION; insect and pest control to the extent that it is necessary and desirable in the

judgment of the Board of Directors of the Association; e. construction of improvements on the Common Area as may be required to

provide the services and equipment as authorized in this Article; f. administrative services including but not limited to legal, accounting and financial

services; and communication services informing Members of activities, providing copies of Covenant and By-Laws to each new Purchaser, providing notice of meetings, referenda and other matters incident to the above listed services; g. liability and hazard insurance covering improvements and activities on the

Common Area; and

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h.

taking of any and all actions necessary in the discretion of the Board of Directors

to enforce this Declaration and all other covenants and restrictions affecting the properties of the Association and to perform any of the functions or services delegated to the Association in this Declaration or other covenants or restrictions or authorized by the Board of Directors. Section 3. Obligations of the Association.

The Association shall not be obligated to carry out or offer any of the functions or services specified by the provisions of this Article. The functions or services to be carried out or offered by the Association at any particular time shall be determined by the Board of Directors of the Association or set forth in the By Laws, taking into consideration the funds available to the Association and the needs of the Members of the Association. Section 4. Amendment by Association.

Amendments to this Declaration may be proposed by either the Board of Directors of the Association acting upon a vote of the majority of the Directors or by an affirmative vote of a majority of the Members of the Association entitled to vote, as approved in this Declaration, the Associations Articles and By-Laws, whether meeting as Members or by instrument in writing signed by them. Upon any amendment or amendments to the Declaration being proposed by the said Board of Directors or Members, such proposed amendment or amendments shall be transmitted to the President of the Association or, in the absence of the President, such other officer of the Association, who shall thereupon call a special meeting of the Members of the Association for a date not sooner than thirty (30) days, nor later than sixty (60) days, from receipt by such officer of the proposed amendment or amendments, and it shall be the duty of the Secretary of the Association to give each Member written or printed notice of such special meeting, stating the time and place thereof, and reciting the proposed amendment or amendments

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in reasonably detailed form, which notice shall be mailed no less than ten (10) days or more than fifty (50) days before the date set for such special meeting. Such notice shall be given to any Institutional Mortgagee of record who requests such notices and provides an address therefore to the Association. If mailed, such notice shall be deemed to be properly given when deposited in the United States mail, addressed to the Member at the Members mailing address as it appears on the records of the Association, the postage thereon being prepaid. Any Member may, by written waiver of notice signed by such Member, waive such notice, and such waiver, when filed in the records of the Association, whether before or after the holding of the meeting, shall be deemed equivalent to the giving of such notice to such Member. At such special meeting, the amendment or amendments proposed must be approved by the affirmative vote of Members of the Association entitled to vote and not less than a majority of the total number of votes which may be voted by the Members present or represented by proxy at a meeting called for such purpose, a quorum being present. At such meeting called for the purpose of amending the Declaration, the presence of Members or of proxies entitled to cast seventy-five percent (75%) of all votes shall constitute a quorum. Upon approval, such amendment or amendments to the Declaration shall be transcribed and certified by the President and Secretary of the Association as having been duly adopted and the original or executed copy of such amendment or amendments so certified and executed with the same formalities as a deed shall be recorded in the land records of Harrison County, Mississippi, Second Judicial District, within thirty (30) days from the date on which the same became effective, such amendment or amendments to specifically refer to the recording identifying the Declaration. Thereafter, a copy of said amendment or amendments, in the form in which the same were placed of record, shall be delivered to all Owners, but mailing or delivering a copy thereof shall not be a condition precedent to the

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effectiveness of such amendment or amendments. The written vote of any Member of the Association shall be recognized if such Member is not in attendance at such meeting or represented thereat by proxy, provided such written vote is delivered to the Secretary of the Association at or prior to such meeting. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals, or if a corporation, has caused this instrument to be signed in its corporate name by its President, attested by its Secretary and its seal affixed hereto this the ______ day of _________, 2011.

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