ROADWAY AND COMMON LOT USE AND MAINTENANCE AGREEMENTFOR

TOWLE FARM COMMUNITY CORPORATION

KNOW ALL MEN BY THESE PRESENTS that this Roadway and Common AreaUse and Maintenance Agreement is made as of , by and among thevarious "Lot Owners" of Towle Farm Community Corporation.

1. Parties: The parties to this Agreement are the various "LotOwners" as recited below all of which are commonly referred to "collectively" as theTowle Farm Community Corporation (hereinafter "TFCC") and/or collectively "Owners":

Lot Owner Deed Date Recording:

2. Property: The real estate inclusive within this Agreement are certainRoads and other real estate as follows:

i) "Roadways" commonly known as:

• Ambrose Avenue• Ames Road• Hill Road• Bedrock Road• Bragdon Farm Road• Swamp Road• Towle Farm Road and two (2) Un-named Rights of Way

off Towle Farm Road• Bragdon Farm Road Extension Although not specifically

within the common area boundaries considered "TFCC"but essentially used as access to the other TFCC Roadsrecited above and some of the "Lots" owned by theOwners and thus is included within the "Roadways"definition

ii) Two (2) community parcels/lots (hereinafter collectively"Common Area Lots") commonly known as:

• The "Beach Lot" inclusive of boating docks and otherimprovements erected and located thereon;

• The "Recreational Field Lot" used for gatherings, picnicsand meetinos of TF(Y~_

iii) Additional Roadways and Common Area Lots may be addedto this Agreement upon a Simple Majority of the Lot Owners whohave executed this Agreement

WHEREAS, the various Owners and predecessors in title had previously used theLots, Roadways and Common Area Lots (hereinafter collectively "Premises") in casualsummer season activities with limited year round use of the Premises; and

WHEREAS, the continued use of the Premises over the years has evolved into ayear round, all season recreational area and permanent residences with increased use of offroad vehicles in addition to the usual automotive vehicles using the Premises; and

WHEREAS, the Owners now wish to provide for the safe, regulated and organizeduse of the Premises; and

NOW, THEREFORE, in consideration of the mutual benefits and burdens to beshared by all of the Owners of each of the Lots, the receipt and sufficiency of which isacknowledged, all of the Owners hereby declare that each of their respective Lots arehereby subject to and shall have the benefits and burdens of this Roadway and CommonArea Use Lot and Maintenance Agreement (hereinafter "Agreement") in accordanceherewith:

1. Definitions: The following terms will have the following meanings:

• Agreement: The Roadways and Common Lot Use & MaintenanceAgreement for Towle Farm Community Corporation.

• Annual Use Fee: Fees and Special Assessments levied by the Boardannually and to be paid by the Owners.

• Association: Towle Farm Community Corporation (TFCC)

• Board: Board of Directors of the AssociationlTFCC.

• Common Area Lots: The "Beach Lot" inclusive of the boating docksand other improvements erected thereon and the "Recreational FieldLot" used for gatherings, picnics and meeting of TFCC.

• Owners: All of the Named Owners oftitle to real estate ofthe variousLots or parcels having access and use of the said Roadways andCommon Area Lots and Members of TFCC.

• Roadways: The Roads of access to all of the Owners recited hereinand to be subsequently added. The named roads in Section 2. i.

10-08-12 Revisionillo 2

• TFCC: Towle Farm Community Corporation is a New HampshireNon-profit Association and which governing body has "de facto" beenthe body politic that has assumed responsibility for the use andmaintenance of the Roadways and the Common Area Lots.

2. Declaration, Grant of Easement, Use of Roadways and Common Areas:

The Owners which utilize the Roadways and have over the years enjoyedthe use of the Common Area Lots hereby declare for the benefit of the said Owners apermanent right and easement to use the Roadways and Common Area Lots in accordancewith this Roadway and Common Area Lot Use and Maintenance Agreement.Accordingly, the Board shall have the sole responsibility to:

a) Keep the Roadways in good repair in a safe passable condition;b) Periodically inspect, improve and upgrade the Roadways to provide

for safe passage along the Roadways;c) Maintain and improve the Common Area Lots and the amenities and

improvements thereon as reasonably required.d) Procure and maintain appropriate insurance coverage for the

Roadways and Common Area Lotse) Promulgate and enforce rules and ordinances for the safety and

welfare of the users of the Roadways and Common Area Lots.

3. Maintenance Costs for the Roadways and the Common Area Lots: Shall bepayable by Owners as determined by the Board, and approved by a majority vote at ameeting of the membership.

4. Annual Use Fee: Each Lot Owner shall pay to the Association each year anannual fee for the use of the Roadways and the Common Area Lots and which annual usefee shall be determined by the Board, and approved by a majority vote at a meeting of themembership, as follows:

a) Calculation: The Board shall, annually in advance, calculate theAnnual Use Fee inclusive of the operation, maintenance, improvement, restoration andinsurance of the Roadways and Common Area Lots.

b) Tier Payments: The Board may (but shall not be required) atits discretion institute a tier payment schedule to accommodate various uses of theRoadways and Common Area Lots by Owners of vacant and improved Lots and predicatedupon actual use of the Premises.

c) Assessment: The Annual Use Fee assessed to each Owner shall bean amount equal to such annual expense multiplied by a fraction, the numerator of whichshall be "1" and the denominator of which shall be the total number of Owners that haveexecuted this Agreement and in the future may voluntarily or involuntarily be subject tothe Agreement as a lot owner.

10-08-12 Revision/llo 3

d) Proportionate Assessment: The Board shall have the right to modifythe above formula for any or all particular lots for reimbursement of the annual costs andspecial assessments based on the particular use andlor improvement of any particular lotprovided the Board shall exercise normal and reasonable discretion and not make anyparticular arbitrary decisions. Further, annually, the Board shall determine the outstandingnumber of Owners subject to this Agreement and if any additional Owners have beenjoined to this Agreement, the Board shall file an Amendment to this Agreement, stating theadditional Owners along with an adjustment as to the new Annual Use Fee to beproportionately assessed.

e) Annual Payment: The annual use fee shall be payable annually,by May 31st or by the first TFCC meeting, whichever date comes first.

f) Replacement Reserve: In addition thereto the Board may, upon asubsequent majority vote of the Association, request an amount reasonably calculated toreplace or repair amenities of such portions of the Roadways, Cornmon Area Lots as maybe necessitated by such overall use. That amount earmarked as a "Reserve forReplacement" shall be kept by the Board in a segregated account to be used for suchreplacement purposes and no Owner shall be entitled to a return of such reserve fund at thetime such Owner may sell or transfer his or her lot.

g) Insurance: The Board shall procure and maintain sufficientinsurance coverage relative to the liability for use of the Roadways and Cornmon AreaLots and in addition thereto liability insurance for all Board Members.

(h) Delinquent Accounts: As indicated below the Board may take suchnecessary action for appropriate collection of all outstanding accounts not paid on the duedate. In addition thereto the Board may institute a procedure for repayment of specialassessments or prior expenses for current or new Owners to this Agreement.

5. Special Assessments: The Board may from time to time deem it necessaryto enact special assessments to each of the Owners for any anticipated or unanticipatedcosts caused by normal use of the Roadways and Cornmon Area Lots, or by storms, orother disasters or casualties or other unforeseen circumstances. Any such specialassessments shall be based upon the same fractional proportionate amount as calculatedabove, and approved by a majority vote at a meeting of the membership.

6. Use of Fees: The Board shall collect and maintain a separate bank accountfor all fees collected and disbursed in accordance with the appropriate use and maintenanceof the said Roadways and Cornmon Area Lots. Any amount accumulated annually inexcess of the amount required for actual expense and budgeted reserves shall in thediscretion of the Board either be deposited in the reserve account or subsequently creditedproportionately to each of the Owners' future installments of the annual use fee.

10-08-12 Revisionlllo 4

7. Accounting: The Board shall prepare an annual unaudited accounting of theincome and expenses incurred in the maintenance, operation, repair and renovation of theRoadways and the Common Area Lots. Such accounting and report will be available toeach lot owner upon demand and by payment by each lot owner requesting such report afee consistent with the administrative costs and expenses to prepare and forward suchreport.

8. Enforcement:

a) Board:: There is as of the date hereof, a community organizationknown as the Towle Farm Community Corporation ("TFCC") under which the Ownershave been meeting to discuss various issues of all of the Owners and the use of theRoadways and Common Area Lots .. Accordingly, the Board of Directors as elected byTFCC is hereby appointed in perpetuity to oversee this Roadway and Common Lot Useand Maintenance Agreement to insure that Roadways and Common Area Lots aremaintained, repaired, modified and restored as conditions dictate for the health, safety,well-being and the ingress and egress for all of the Owners in accordance herewith.

TFCC shall, as has determined in the past, select or elect a Board ofDirectors as the proper supervisory and overseeing body to enforce the terms andprovisions of this Agreement, hereby authorizing the Board of Directors of TFCC withsuch power and authority necessary to carry out the provisions herein.

In the event that there shall not exist a TFCC or a Board of Directorsfor TFCC then in that event all of the Owners recited herein shall annually elect a three (3)member Board of Directors to oversee terms, provisions and responsibilities of theAgreement operation herein. For the first year, the first person with the most votes shallsucceed to a three (3) year term; the second person getting the next most number of votes,shall succeed to a two (2) year term; and the third person having the third most number ofvotes shall succeed to a one (1) year term. Thereafter, there shall be an annual election toelect a single Board of Director to serve for a three (3) year term with one of the member'sof the Board of Directors being replaced each year as hislher respective term shallterminate. In the event a vacancy shall appear in the Board of Directors the remainingDirectors or Director shall thereafter appoint successive Directors to serve until the nextelection for the expiration of the vacating Board of Directors term. In the event there is nomember of the Board of Directors, a special meeting shall be called and three (3) newmembers shall be elected as if that were the first year of the election thereof.

b) Lien for Assessments: The Board in its discretion shall have theright to lien any Owner for any unpaid costs or special assessments and such lien suchhave the same statutory authority for conditions and operation consistent with theprovisions of the lien afforded in the Condominium Act RSA 356-B:46.

c) Annual Fees, Special Assessment, Costs, Default: In any case ofwhere an installment of either the annual use fee or any special assessment against any lotowner is due and upon default by such lot owner continuing for thirty (30) days after

10-08-12 Revision/llo 5

written notice of such default has been sent to the lot owner at the address of the lot theBoard may file a lien against such delinquent lot owner for the overdue amount in defaultand such lien for any unpaid costs will incur interest at the annual rate of eighteen percent(18%) or such lower maximum annual rate as may be subsequently allowed under NewHampshire law plus all costs of collection and including but not limited to attorneyreasonable fees. All payments received on account will be applied first to the costcollection, second to interest outstanding and then to oldest operational cost.

d) Unjust Enrichment: In accordance herewith, the Owner's authorizethe Board of Directors to proceed with a petition of "unjust enrichment" against theremaining owners of lots in TFCC that have access and use to the Roadways and commonlots but elected not to contribute to the costs of the same or to execute the withinAgreement.

e) Use of Roadways and Common Area lots: The Board shall have theright to promulgate rules and regulations and changes and amendments thereto from timeto time, for the health, safety and common use of the Roadways and Common Area Lotsand to have proper enforcement procedures. In the event of any violation of by any lotowner or its invitees the Board may assess a penalty against such lot owner shall also becovered by the lien as recited above.

f) Damage to the Roadways and Common Area Lots: Each user of theRoadways and Common Area Lots shall ensure such use does not damage or destroy anyamenities on the Common Area Lots or disturb, destroy or damage any portion of theRoadways and shall bear the responsibility to repair and restore the Common Area Lots,the amenities thereon and the Roadways to their former condition prior to such damage ordestruction regardless of the intent of the user causing such damage. All Owners shall beresponsible for all social and business invitees that may cause or inflict such damage.

9. Subordination of lien to mortgages: The lien for any unpaid annual fees andspecial assessments will be subordinate to the mortgage of any institutional Lender that hasobtained a Mortgage from an Owner to secure a loan for actual value. Sale or transfer ofany lot subject to the lien will not affect the lien; however, the sale or transfer of any lotpursuant to the foreclosure of the mortgage to an Institution will extinguish the lien if thepayment that came due prior to such foreclosure. No sale or transfer will relieve the lotowner of any liability for any costs or fees hereunder thereafter becoming due or from thelien thereof.

10. Certificate from Board: At the request of any Owner the Board shallprovide a certificate in recordable form if requested indicating the amount of such annualfees and special assessment outstanding against any lot or the amount being held as areserve for replacement by the Board on such account for the lot owner upon payment bythe lot owner of a reasonable cost to the Board for the duplication and forwarding of suchcertificate.

11. Miscellaneous:

10-08-12 Revision/llo 6

a) Notices: Any notice required to be sent to any lot owner under thisprovision will be deemed to be properly sent to the lot owner at his or her address asrecited within the records of TFCC, or if none is given, then to the address of the Lot.Notice to the Association will be considered given when certified mailed to the principaladdress of the Board as follows:

TFCC, P.O. Box 70, East Wakefield, NH 03830.

b) Severability: Invalidation of anyone of these covenants,restrictions, easements, charges or liens by judgment or court order will in no way affectany of the provisions that shall remain in full force in effect.

c) Modification and changes: This Roadway and Common Area Useand Maintenance Agreement maybe amended upon a Simple Majority vote of theAssociation.

d) Term: These covenants and restrictions will run with and bind theland in perpetuity from the date hereof and will inure to the benefit of and be enforceableby the Association and the Owners in their respective legal respective, heirs, successorsand assigns. Further, each subsequent deed of the above lot owner's shall containreference to this Roadway and Common Area Use and Maintenance Agreement.

e) Subsequent Action: The Board is hereby authorized on behalf of theOwners to proceed with a petition in equity against any lot owner having access and/or useof the Roadways and Common Area Lots who has not joined in this Roadway andCommon Area Use and Maintenance Agreement to proceed judicially against such lotowner so that such lot owner in the future shall pay his or her prorata share in the use andmaintenance of the Roadways and Common Area Lots as maybe just and equitable asdetermined by the laws and courts of the State of New Hampshire.

f) The Board shall promulgate such rules and regulations as may benecessary for the organized and safe use of the Premises.

g)New Hampshire

This Agreement shall be enforceable under the Laws of the State of

12. Binding Effect: The obligations created by this Agreement upon theOwners shall be binding upon and inure to the benefit of their respective heirs, successorsand assigns. Further, each subsequent deed of the Owner's shall contain reference to thisAgreement.

Executed this day of , 2010

10-08-12 Revision/Ilo 7

SEE ATTACHED SIGNATURE PAGES OF LOT OWNERS

10-08-12 Revisionillo 8