Canopy Community

Development District

Agenda

May 1, 2018

)> C)m

z
C

)>

Canopy

Community Development District

135 W. Central Blvd., Suite 320, Orlando, Florida 32801

Phone: 407-841-5524- Fax: 407-839-1526

April 24, 2018

Board of Supervisors
Canopy Community

Development District

Dear Board Members:

The regular meeting of the Board of Supervisors of Canopy Community Development District will be held Tuesday, May 1, 2018 at 11:00 AM at the Dorothy B. Oven Park, 3205 Thomasville Road, Tallahassee, Florida. Following is the advance agenda for the meeting:

1.	Roll Call
2.	Public Comment Period (1Speakers will fill out a card and submit it to the District Manager prior to the beginning of the meeting)

3.	Organizational Matters
A.	Appointment of Individual to Fulfill the Board Vacancy with a Term Ending November 2019

B.	Administration of Oath of Office to Newly Appointed Board Member
C.	Consideration of Resolution 2018-06 Electing Assistant Secretary
4.	Approval of Minutes of the April 3, 2018 Meeting
5.	Consideration Financing Related Documents
A.	Resolution 2018-07 Delegated Award Resolution
i.	First Supplemental Indenture
ii.	Second Supplemental Indenture
iii.	Third Supplemental Indenture
iv.	Bond Purchase Agreement
v.	Preliminary Limited Offering Memorandum (PLOM)
a)	Supplemental Engineer's Report
b)	Supplemental Assessment Methodology
vi.	Continuing Disclosure Agreement (CDA)
B.	Collateral Assignment Agreement
C.	Completion Agreement
D.	True-Up Agreement
E.	Acquisition Agreement
F.	Other Documents
6.	Consideration of Acquisition of Public Infrastructure
7.	Consideration of Uniform Method of Collection Agreement with the Leon County Tax Collector

8.	Staff Reports
A.	Attorney
B.	Engineer
i.	Ratification of Capital Funding Requests #2-3
C.	District Manager's Report

1 Comments will be limited to three (3) minutes

i.	Balance Sheet and Income Statement

ii.	Consideration of Funding Request #7

111.	Presentation of Number of Registered Voters - 4

9.	Other Business

10.	Supervisors Requests

11.	Adjournment

The second order of business is the Public Comment Period where the public has an opportunity to be heard on propositions coming before the Board as reflected on the agenda, and any other items. Speakers must fill out a Request to Speak form and submit it to the District Manager prior to the beginning of the meeting.

The third order of business is Organizational Matters. Section A is the appointment of an individual to fulfill the Board vacancy with a term ending, November 2019. Section Bis the administration of the Oath of Office to the newly appointed Board member and Section C is the consideration of Resolution 2018-06 electing an Assistant Secretary. A copy of the Resolution is enclosed for your review.

The fourth order of business is the approval of the minutes of the April 3, 2018 Board of Supervisors meeting. The minutes are enclosed for your review.

The fifth order of business is the consideration of financing related documents.  Section A is the
consideration of Resolution 2018-07 delegated award resolution and Sub-sections 1 - 6 are the exhibits to the Resolution that will all be provided under separate cover. Agreements B - F are enclosed for your

review.

The sixth order of business is the consideration of the acquisition of public infrastructure. A copy of the acquisition package is enclosed for your review.

The seventh order of business is the consideration of Uniform Method of Collection Agreement with the Leon County Tax Collector. A copy of the agreement is enclosed for your review.

The eighth order of business is the Staff Reports. Section B is the Engineer's Report. Section 1 includes Funding Requests #2 and #3 for ratification. A copy of the Funding Requests and supporting documentation is enclosed for your review. Section C is the District Manager's Report. Section 1 includes the balance sheet and income statement for review. and Section 2 includes Funding Request #7 for ratification. A copy of the Funding Request and supporting documentation is enclosed for your review. Section 4 includes the number of registered voters. A copy of the letter from the Leon County Supervisor of Elections is enclosed for your review.

The balance of the agenda will be discussed at the meeting. In the meantime, if you should have any questions, please do not hesitate to contact me.

S.inc -  ly ,

,// /

Darrin Mossing District Manager

CC:	Jennifer Kilinski, District Counsel Alan Wise, District Engineer Darrin Mossing, GMS

Enclosures

en
m
0-t
0-

z

0

RESOLUTION 2018-06

A  RESOLUTION  OF  THE  CANOPY  COMMUNITY
DEVELOPMENT	DISTRICT	ELECTING	
--------------	AS	ASSISTANT	
SECRETARY OF THE BOARD OF SUPERVISORS	
WHEREAS, the Board of Supervisors of the Canopy Community District desires	
to elect _ _ _ _ _ _ _ _ _ _ _ _	as an Assistant Secretary.	

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD

OF SUPERVISORS OF THE CANOPY COMMUNITY DEVELOPMENT DISTRICT:

1. _ _ _ _ _ _ _ _ _ _ _ is elected Assistant Secretary of the Board of Supervisors.

Adopted this 1st day of May, 2018.

Secretary/ Assistant Secretary	Chairman/Vice Chairman

3:-
z
C:

....  -m=--i

(/)-

MINUTES OF MEETING
CANOPY

COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Canopy Community Development District was held Tuesday, April 3, 2018 at 11 :00 a.m. at Dorothy B. Oven Park, 3205 Thomasville Road, Tallahassee, Florida.

Present and constituting a quorum were:

Tom Asbu r y	Chairman	
Gregg Patterson	Vice Chairman	
John "Al" Russell	Assistant Secretary	
Colleen Castille	Assistant Secretary	
Also present were:		
Darrin Mossing	District Manager by phone	
Jennifer Kilinski	District Counsel	
Alan Wise	District Engineer	
Jill Burns	GMS by phone	
FIRST ORDER OF BUSINESS	Roll Call	

The meeting was called to order at 11 :00 a.m. the roll was called but due to a technical difficulty with the recording equipment the recording picked up under the third order of business.

SECOND ORDER OF BUSINESS	Public Comment Period

Public comment was taken under this item.

THIRD ORDER OF BUSINESS	Organizational Matters

A.	Acceptance of Resignation of Timothy Edmond and Appointment of Individual
to Fill the Board Vacancy with a Term Ending November 2019

Ms. Kilinski stated we received an email from Timothy Edmond resigning from the board and the way we process that is we need the board to accept his resignation.

On MOTION by Mr. Russell seconded by Ms. Castille with all in favor Timothy Edmond's resignation was accepted.

April 3, 2018	CanopyCDD

Ms. Kilinski stated if we don't have anyone here for appointment to the board that is something we will continue to put on subsequent agendas.

B.	Administration of Oath of Office to Newly Appointed Board Member

C.	Consideration of Resolution 2018-06 Electing Assistant Secretary

FOURTH ORDER OF BUSINESS	Approval of the Minutes of the February 6,
2018 Meeting
Ms. Kilinski stated next is approval of the minutes of the February 6, 2018 meeting. Are there any comments on the minutes?

There being none,

On MOTION by Mr. Russell seconded by Ms. Castille with all in favor the minutes of the February 6, 2018 meeting were approved as presented.

FIFTH ORDER OF BUSINESS	Consideration   of   Financing   Related
Documents
A.	Resolution 2018-07 Delegated Award Resolution

Ms. Kilinski stated item five is consideration of financing related documents. We are going to ask at the end of this meeting that it be continued to until April 12, 2018 at 10:00 a.m. We are not quite ready, but we anticipate being ready on April 12th .

B.	Collateral Assignment Agreement

C.	Completion Agreement

D.	True-Up Agreement

E.	Other Documents

SIXTH ORDER OF BUSINESS	Consideration of Consent to Representation
and Conflict of Interest Waiver
Ms. Kilinski stated we have, in our original fee agreement, provided certain representation disclosures but I want to be absolutely clear with the board about our representation of Ox Bottom Mortgage Holdings on some of their development approvals with the city. My law partners have undertook that work while our firm also represents the district. We don't believe there is a conflict

2

April 3, 2018	CanopyCDD

ofinterest but if there was a conflict of interest I would come to you and we would consider special counsel outside of our firm if a conflict arises.

On MOTION by Ms. Castille seconded by Mr. Asbury with all in favor the consent to representation and conflict of interest waiver was

approved.

SEVENTH ORDER OF BUSINESS	Consideration of Resolution 2018-08

This item was pulled from the agenda.

EIGHTH ORDER OF BUSINESS	Consideration  of  Acquisition  of  Public
Infrastructure

Ms. Kilinski stated you will see in your agenda package there is a fairly large package of documentation that is our typical acquisition package for improvements that have been constructed prior to the district having bond proceeds and that are public improvements under the district's adopted capital improvement plan. These documents are not in final form yet, as you go through the list the memorandum details the types of documents we will be looking for and we are putting together the package that will come before you for final approval. There are a couple improvements that we have on a faster timeline so I'm looking for two separate motions. One is to approve the documents in substantial form with authorization for staff to finalize the documents and continue working on those acquisition packages and we will bring those back to you for final approval before we actually acquire anything. The second is, there are certain infrastructure improvements in Unit 1 Phases 2 - 5 that need to go to the city relatively soon that they want to finally accept those improvements but the district needs to own those for some snapshot in time in order for the acquisition reimbursement to happen so those improvements I'm asking you for approval for us to go ahead so long as the documentation is in order. It is part of our capital improvement plan, you are going to have an engineer's certificate that they were built to the specifications, we have all the backup for the warranties, the releases, etc. to acquire those improvements and we would bring back the final packages to you for ratification. It may be that we have the time and can bring those to you prior to that but just in case I don't want to miss the opportunity for the district to acquire prior to conveyance to the City.

Mr. Wise stated before you vote on that I would like for full disclosure, on the items that are most pressing the infrastructure Unit 1 Phase 2 - 5 there is no real estate transaction and a few

3

April 3, 2018	CanopyCDD

of the documents in your package are related to real estate metes and bounds, sketch and legals and that kind of stuff for this first one those will be not applicable. The description of the improvements will be things like water, wastewater, drainage, roadway improvements along roadway from station to station so it will be a description that can be tied back to the permitted construction plans and as-builts as well as quantified enumerated described in the construction contract units and quantities and types of work items in the construction contract. They will be very clearly defined but it won't be as you may expect from metes and bounds legal description type of real estate. I have already received all that information, I am going through it now making sure that all the testing reports are up to snuff and things like that. Quite honestly when improvements are dedicated straight to the city the city's inspector is on top of things, they are receiving the testing reports weekly, bi-weekly and this is something I am getting caught up on since the district is accepting it before the city so I'm reviewing all of those testing reports and things like that.

Ms. Castille stated real estate remains with the district but the actual infrastructure get conveyed to the city.

Mr. Wise responded no, both the real estate and infrastructure will get conveyed to the city with the exception of the only thing that is going to remain with the district are a couple of stormwater management facilities and some alleyways that don't meet the city's roadway design criteria.

Mr. Asbury stated you are talking mainly about water and sewer.

Mr. Wise stated yes, water, sewer, the primary roadways, landscaping, drainage, inlets. I'm going to try to have it in time for the continued meeting so it can be included.

On MOTION by Mr. Patterson seconded by Ms. Castille with all in favor the documents for acquisition of public infrastructure were approved in substantial form and staff was authorized to finalize the documents and bring those back to a future meeting for approval and the acquisition of certain infrastructure in Unit 1 Phase 2-5 was approved.

NINTH ORDER OF BUSINESS	Staff Reports

A.	Attorney

There being none, the next item followed.

4

April 3, 2018	Canopy CDD

B.	Engineer

Mr. Wise stated progress is going well on the dam and I'm going to try to get with the CEI, RS&H, this week, there is the potential that we will need some extra time. There are a few items we have had to go back to the engineer of record, the designer of the dam, to get some clarification and additional information on. Those items have been the source of delay outside anyone's control and for the record there is a concrete mix design that has been floating out there that hasn't yet been approved. There is a weep hole system underneath the spillway to let any groundwater spill out from underneath and also if you remember one of the things we tried to do from the beginning was remove the concrete collars on some of the pipes. We have been able to work through that it just has been time consuming. Again, I'm going to get with the CEI and try to figure out if there is any needed time extension, which my gut is telling me there is, but I will try to bring that back as soon as we can as well as appropriate documentation justification. The dam is built out with the exception of the spillway, which has been the source of the majority of our delays since we haven't been able to get started on the spillway because the additional information and clarification needed from the engineer of record has been related to that spillway.

Ms. Castille asked what is the length of the dam? Mr. Wise responded about 1,500 feet.

Mr. Russell asked when do you think the spillway will be completed?

Mr. Wise responded within 2 months depending on what information I get from the CEI this week.

C.	Manager

	i.   Balance Sheet and Income Statement

A copy of the balance sheet and income statement were included in the agenda package.

ii.	Ratification of Funding Request No. 5

On MOTION by Ms. Castille seconded by Mr. Russell with all in favor funding request no. 5 in the amount of $4,664.45 was ratified.

iii.	Consideration of Funding Request No. 6

5

April 3, 2018	CanopyCDD

On MOTION by Mr. Russell seconded by Ms. Castille with all in favor funding request no. 6 in the amount of$9,335.85 was approved.

Mr. Mossing stated I'm sorry we were not able to attend the meeting today, but we are working diligently on the various bond documents related to the district manager and with the continuation of the meeting we thought it would be best to continue the efforts for this meeting.

TENTH ORDER OF BUSINESS	Other Business

There being none, the next item followed.

ELEVENTH ORDER OF BUSINESS      Supervisors Requests

Mr. Asbury stated the Easter egg hunt was really well done and the community really appreciated it.

On MOTION by Ms. Castille seconded by Mr. Patterson with all in favor the meeting was continued to April 12, 2018 at 10:00 a.m. in the same location.

Secretary/Assistant Secretary	Chairman/Vice Chairman

6

en m
--=
0
z

<

RESOLUTION 2018-07

A RESOLUTION OF THE BOARD OF SUPERVISORS OF CANOPY COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $15,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS CANOPY COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS IN ONE OR MORE SERIES (THE "SERIES 2018 BONDS"); DETERMINING CERTAIN DETAILS OF THE SERIES 2018 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE, A SECOND SUPPLEMENTAL TRUST INDENTURE AND A THIRD SUPPLEMENTAL TRUST INDENTURE; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2018 BONDS; APPOINTING THE UNDERWRITER; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTRACT OF PURCHASE WITH RESPECT TO THE SERIES 2018 BONDS AND AWARDING THE SERIES 2018 BONDS TO THE UNDERWRITER NAMED THEREIN PURSUANT TO THE PARAMETERS SET FORTH IN THIS RESOLUTION; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF THE PRELIMINARY LIMITED OFFERING MEMORANDUM AND ITS USE BY THE UNDERWRITER IN CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2018 BONDS AND APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; PROVIDING FOR THE APPLICATION OF SERIES 2018 BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2018 BONDS; MAKING CERTAIN DECLARATIONS; APPOINTING A TRUSTEE; PROVIDING FOR THE REGISTRATION OF THE BONDS PURSUANT TO THE OTC BOOK-ENTRY SYSTEM; PROVIDING AN EFFECTIVE DA TE AND FOR OTHER PURPOSES.

WHEREAS, Canopy Community Development District (the "District") is a local unit of special-purpose government organized and existing in accordance with the Uniform

26779/001/01319989.DOCv7	1

Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), created by Ordinance No. 17-0-08 enacted by the City Commission of the City of Tallahassee, Florida (the "City"), effective on May 24, 2017; and

the District was created for the purpose of financing and managing the acquisition,WHEREAS,construction, installation, maintenance, and operation of community development facilities, services, and improvements within and without the boundaries of the District, to consist of, among other things, roadway improvements, stormwater management facilities, wetland mitigation, lift stations, utility improvements, entry features/signage, landscaping/hardscaping improvements, recreation improvements, neighborhood improvements, and other improvements permitted by the Act (the "Capital Improvement Program"); and

the District duly adopted Resolution No. 2018-01 on October 23, 2017 (the "Initial WHEREAS,Resolution"), authorizing, among other things, the issuance in one or more series of not to exceed $110,000,000 aggregate principal amount of its Special Assessment Bonds; and

the District has determined to issue its Canopy Community Development District WHERESpecialAssessmentS, Bonds, in one or more series (the "Series 2018 Bonds"), for the purpose, among other things, of providing funds for the payment of the costs of a portion of the District's Capital Improvement Program (the "2018 Project"); and

there has been submitted to this meeting with respect to the issuance and sale of theWHEREAS,Series2018 Bonds and submitted to the Board:

(i) a form of First Supplemental Trust Indenture ("First Supplement"), Second Supplemental Trust Indenture ("Second Supplement"), and Third Supplemental Trust Indenture ("Third Supplement"), each between U.S. Bank National Association, as Trustee (the "Trustee") and the District attached hereto as Exhibits A, B and C, respectively; and

(ii) a form of Contract of Purchase with respect to the Series 2018 Bonds between MBS Capital Markets, LLC (the "Underwriter") and the District attached hereto as
(the "Contract of Purchase"), together with the form of disclosure statements attachedExhibittotheD Contract of Purchase in accordance with Section 218.385, Florida Statutes; and
(iii) the form of Preliminary Limited Offering Memorandum attached hereto as Exhibit D (the "Preliminary Limited Offering Memorandum"); and

(iv) a form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"), among the District, Ox Bottom Mortgage Holdings, LLC (the "Developer"), and the dissemination agent as provided herein, attached hereto as Exhibit E.

CommunityNOW,DevelopmentTHEREFORE,District,BE ITas follows:RESOLVED by the Board of Supervisors of Canopy

26779/001/01319989.DOCv?	2

Section 1. Authorization, Designation and Principal Amount of the Series 2018 Bonds. There are hereby authorized and directed to be issued the Series 2018 Bonds, in the aggregate principal amount of not to exceed $15,000,000 for the purposes, among others, of providing funds for the payment of all or a portion of the costs of the 2018 Project. The purchase price of the Series 2018 Bonds shall be received and receipted by the District, or the Trustee on behalf of the District, and the Trustee shall apply the proceeds of the Series 2018 Bonds as set forth in the Master Trust Indenture between the District and the Trustee, as supplemented by the First Supplement, the Second Supplement and the Third Supplement (collectively, the "Indenture") and the Limited Offering Memorandum (as defined below).

Section 2. Designation of Attesting Members. The Chair or the Secretary of the Board of Supervisors (the "Board") of the District, or in the case of the absence of either or the inability to act of either, the Vice Chair or Assistant Secretaries and members of the Board (each individually a "Designated Member"), are hereby designated and authorized on behalf of the Board to attest to the seal of the Board and to the signature of the Chair or Vice Chair of the Board as they appear on the Series 2018 Bonds, the Indenture and any other documents which may be necessary or helpful in connection with the issuance and delivery of the Series 2018 Bonds and in connection with the application of the proceeds thereof.

Section 3. Details of the Series 2018 Bonds. The District hereby determines that the Series 2018 Bonds shall be dated, have such interest payment dates, have such maturities, have such redemption provisions and bear interest at such rates, all as provided in the Indenture.

Section 4. Trust Indenture. The District hereby approves and authorizes the execution by the Chair or any Designated Member and the Secretary and the delivery of the First Supplement, the Second Supplement and the Third Supplement in substantially the forms thereof attached hereto as Exhibit A, Exhibit B, and Exhibit C, respectively, with such changes therein as shall be approved by the Chair or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of First Supplement, the form of Second Supplement or the form of Third Supplement, each attached hereto.

Section 5. Appointment of Underwriter; Negotiated Sale. MBS Capital Markets, LLC is hereby appointed the underwriter of the Series 2018 Bonds (the "Underwriter"). The Series 2018 Bonds shall be sold by a negotiated sale to the Underwriter. It is hereby determined by the District that a negotiated sale of the Series 2018 Bonds to the Underwriter will best effectuate the purposes of the Act, is in the best interest of the District and is necessitated by, in general, the characteristics of the issue and prevailing market conditions and specifically, the following additional reasons: (i) because of the complexity of the financing structure of the Series 2018 Bonds and the institutional market for unrated securities such as the Series 2018 Bonds, it is desirable to sell the Series 2018 Bonds pursuant to a negotiated sale so as to have an underwriter involved from the outset of the financing to assist in these matters; (ii) because of changing market conditions for tax-exempt bonds and the necessity of being able to adjust the terms of the Series 2018 Bonds, it is in the best interests of the District to sell the Series 2018

26779/001/01319989.DOCv7	3

the final

Bonds by a negotiated sale; (iii) the Underwriter has participated in structuring the issuance of the Series 2018 Bonds and can assist the District in attempting to obtain the most attractive financing for the District; and (iv) the District will not be adversely affected if the Series 2018 Bonds are not sold pursuant to a competitive sale.

Section 6.    Contract of Purchase.

(i) The District hereby approves the form of the Contract of Purchase submitted by the Underwriter in substantially the form attached as Exhibit D hereto, and the sale of the Series 2018 Bonds by the District upon the terms and conditions to be set forth in the Contract of Purchase and in compliance with (ii) below are hereby approved. Provided the provisions of subparagraph (ii) have been complied with, the Chair or a Designated Member are each hereby authorized, acting individually, to execute the Contract of Purchase and to deliver the Contract of Purchase to the

Underwriter. The Contract of Purchase shall be in substantially the form of the Contract of Purchase attached hereto as Exhibit D with such changes, amendments,

modifications, omissions and additions as may be approved by the Chair or the Designated Member. The disclosure statements of the Underwriter as required by Section 218.385 of the Florida Statutes, to be delivered to the District prior to the execution of the Contr act of Purchase, a copy of which is attached as an exhibit to the Contract of Purchase will be entered into the official records of the District. Execution by the Chair or a Designated Member of the Contract of Purchase shall be deemed to be conclusive evidence of approval of such changes;

(ii) Receipt by the Chair of a written offer to purchase the Series 2018 Bonds by the Underwriter substantially in the form of the Contract of Purchase, said offer to provide for, among other things, (A) the issuance of not exceeding $15,000,000 initial aggregate principal amount of Series 2018 Bonds at an interest rate of not to exceed the interest rate allowed by Florida Statutes, (B) a price of not less than 98%, excluding

underwriter's discount of the par amount of the Series 2018 Bonds, and (C) maturity of the Series 2018 Bonds shall not be later than May 1, 2049.

Section 7. Preliminary Limited Offering Memorandum; Final Limited Offering Memorandum. The District hereby authorizes and approves the distribution and use of the
Preliminary Limited Offering Memorandum in substantially the form submitted to this meeting and attached hereto as Exhibit E in connection with the limited offering for sale of the Series

2018 Bonds. The preparation of a final Limited Offering Memorandum is hereby approved and the Chair or any Designated Member is hereby authorized to execute such final Limited Offering Memorandum to be dated the date of the award of the Series 2018 Bonds, and upon such award, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the Series 2018 Bonds. The Limited Offering Memorandum shall be substantially in the form as the Preliminary Limited Offering Memorandum, with such changes as shall be approved by the Chair or Designated Member as necessary to conform to the details of the Series 2018 Bonds, the Contract of Purchase and such other insertions, modifications and

26779 /001/01319989 .DOCv7	4

changes as may be approved by the Chair or Designated Member. The execution and delivery of the Limited Offering Memorandum by the Chair shall constitute evidence of the approval thereof. The District hereby authorizes the use of the Preliminary Limited Offering Memorandum and Limited Offering Memorandum and the information contained therein in connection with the offering and sale of the Series 2018 Bonds. The District hereby authorizes the Chair or a Designated Member to deem "final" the Preliminary Limited Offering Memorandum except for permitted omissions all within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 and to execute a certificate in that regard.

Section 8. Continuing Disclosure. The form and content of the Continuing Disclosure Agreement (the "Disclosure Document") relating to the Series 2018 Bonds attached hereto as Exhibit F is hereby approved. Governmental Management Services - Central Florida, LLC is hereby approved as the Dissemination Agent under the Disclosure Document. The Continuing Disclosure Agreement is being executed by the District in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b )(5). The Chairman or a Designated Member is hereby authorized to execute on behalf of the District the Disclosure Document in substantially the form attached hereto, with such additions, deletions, and other changes as may be necessitated by applicable law, this Resolution and the Contract of Purchase as such officers may approve (such approval to be conclusively evidenced by their execution of the Disclosure Document).

Section 9. Appointment of Trustee. U.S. Bank National Association ("U.S. Bank") is hereby appointed to serve as Trustee, Paying Agent, Registrar and Authenticating Agent under the Indenture.

Section 10. Application of Bond Proceeds. The proceeds of the Series 2018 Bonds shall be applied to (i) paying all or a portion of the costs of the 2018 Project, (ii) paying certain capitalized interest on the Series 2018 Bonds, (iii) funding the respective Series Debt Service Reserve Accounts of the Debt Service Reserve Fund for the Series 2018 Bonds, and (iv) paying the costs of issuance of the Series 2018 Bonds.

Section 11. Further Official Action; Ratification of Prior and Subsequent Acts. The Chairman, the Vice Chairman, the Secretary, any Assistant Secretary and the District Manager, and any authorized designee thereof (collectively, the "District Officers"), Bryant Miller Olive as Bond Counsel, Hopping Green & Sams, P.A., the District's General Counsel, and any other consultant or experts retained by the District, are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2018 Bonds, any documents required in connection with implementation of a book-entry system of registration, any agreements with the Developer and any agreements in connection with maintaining the exclusion of interest on the Series 2018 Bonds from gross income of the holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chair or the Secretary is unable to execute and deliver the documents herein contemplated,

26779/001/01319989.DOCv7	5

such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. The Chair or any Designated Member may, among other things, authorize the change of the date of any document accompanying this Resolution as an exhibit or incorporate the information and details related to the sale and pricing of the Series 2018 Bonds including any required changes to the District engineer's report or its assessment methodology. Execution by the Chair or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date or the incorporation of information and details relating to the sale and pricing of the Series 2018 Bonds. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.

If any section, paragraph, clause or provision of this ResolutionSectionshall12be. heldSeverabilitytobeinvalid. or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

All resolutions or proceedings, or parts thereof,Sectiinconflict13. withInconsistenttheprovisionsProchereofedingsare. to the extent of such conflict hereby repealed or amended to the extent of such inconsistency.

The Board hereby approves of changes to the Engineer'sSectionReport14. previouslyEngineer'sapprovedReportby. the Board and also authorizes further revisions and supplements to the Engineer's Report with respect to the marketing and sale of the Series 2018 Bonds relating to the 2018 Project.

The Board authorizes further modificationsSectionand15. supplementsAssessmentto theMethodologyAssessment ReportMethodology. Report previously approved by the Board to conform such report to the marketing and sale of the Series 2018 Bonds.

It is hereby found and determined that all official acts of this BoardSecticoncerning16. OpenandrelatingMeetingsto. the issuance, sale, and delivery of the Series 2018 Bonds, including but not limited to adoption of this Resolution, were taken in open meetings of the members of the Board and all deliberations of the members of the Board that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including, but not limited to, the requirement of Florida Statutes, Section 286.011.

Section 17.   Ratification of Initial Resolution. Except to the extent hereby modified,

the Initial Resolution of the District is hereby ratified, confirmed and approved in all respects.

26779/001/01319989.DOCv7	6

Section 18. Effective Date. This Resolution shall take effect immediately upon its adoption.

PASS ED in Public Session of the Board of Supervisors of Canopy Community Development District, this 1st day of May, 2018.

CANOPY COMMUNITY DEVELOPMENT DISTRICT

Attest:

Secretary,		Chair,	
Board of Supervisors		Board of Supervisors	

26779/001/01319989.DOCv7	7

EXHIBIT A

FORM OF FIRST SUPPLEMENT

26779/001/01319989 .DOCv7

EXHIBIT B

FORM OF SECOND SUPPLEMENT

26779/001/01319989 .DOCv7

EXHIBITC

FORM OF THIRD SUPPLEMENT

26779/001/01319989 .DOCv7

EXHIBITD

FORM OF CONTRACT OF PURCHASE

26779/001/01319989.DOCv7

EXHIBIT E

FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

26779/001/01319989.DOCv7

EXHIBITF

FORM OF CONTINUING DISCLOSURE AGREEMENT

26779/O01/01319989.DOCv?

I

Draft 4
April_ ,  2018

FIRST SUPPLEMENTAL TRUST INDENTURE

BETWEEN

CANOPY COMMUNITY DEVELOPMENT DISTRICT

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

Dated as of May 1, 2018

Authorizing and Securing

$[A]
CANOPY COMMUNITY DEVELOPMENT DISTRICT

(Tallahassee, Florida)

Special Assessment Bonds, Series 2018A-1

and

$[B]
CANOPY COMMUNITY DEVELOPMENT DISTRICT

(Tallahassee, Florida)

Special Assessment Bonds, Series 2018A-2

26779/001/01342261.DOCXv6

TABLE OF CONTENTS
Page3

ARTICLE I    DEFINITIONS	....................................................................................................................

ARTICLE II    11-IE SERIES 2018A-l/2 BONDS	9

SECTION 2.01.      Amounts and Terms of Series 2018A-1/2 Bonds; Issue of Series

2018A-l/2 Bonds	9

SECTION 2.02.      Execution	9

SECTION 2.03.      Authentication	9

SECTION 2.04.      Purpose, Designation and Denominations of, and Interest
Accruals on, the Series 2018A-1/2 Bonds	10
SECTION 2.05.      Debt Service on the Series 2018A-1/2 Bonds	11

SECTION 2.06.      Disposition of Series 2018A-1/2 Bond Proceeds	.........................................

SECTION 2.07.      Book-Entry Form of Series 2018A-1/2 Bonds	12

SECTION 2.08.      Appointment of Registrar and Paying Agent..	12

SECTION 2.09.      Conditions Precedent to the Issuance of Series 2018A-1/2 Bonds	13

ARTICLE III   REDEMPTION OF SERIES 2018A-1/2 BONDS	14

SECTION 3.01.      Redemption Dates and Prices	14

SECTION 3.02.      Notice of Redemption	19

ARTICLE IV   ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL

COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL

ASSESSMENT LIENS	19

SECTION 4.01.      Establishment of Certain Funds and Accounts	19

SECTION 4.02.      Series 2018A-l/2 Revenue Accounts	24

SECTION 4.03.      Power to Issue Series 2018A-1/2 Bonds and Create Lien	25

SECTION 4.04.      Series 2018A-1/2 Project to Conform to Plans and Specifications;

Changes	25

SECTION 4.05.      Prepayments; Removal of Special Assessment Liens	25

ARTICLEV    ADDffiONAL COVENANTS OF THE ISSUER	27

SECTION 5.01.      Collection of Series 2018A-1/2 Special Assessments	27

SECTION 5.02.      Additional Covenant Regarding Series 2018A-l/2 Special

Assessments	28

SECTION 5.03.      Foreclosure of Assessment Lien	28

SECTION 5.04.      No Parity Bonds; Limitation on Parity Liens	28

SECTION 5.05.      Reserved	29

SECTION 5.06.      Acknowledgment Regarding Series 2018A-l/2 Acquisition and

Construction Account Moneys Following an Event of Default	29

SECTION 5.07.      Enforcement of True-Up Agreement and Completion

Agreement	29

26779/001/01342261.DOCXv6	i

SECTION 5.08.      Assignment of District's Rights Under Collateral Assignment	29

SECTION 5.09.      Application of Section 9.31 of Master Indenture	30

ARTICLE VI    MISCELLANEOUS PROVISIONS	30

SECTION 6.01.      Interpretation of Supplemental Indenture	30

SECTION 6.02.      Amendments	30

SECTION 6.03.      Counterparts	30

SECTION 6.04.      Appendices and Exhibits	30

SECTION 6.05.      Payment Dates	30

SECTION 6.06.      No Rights Conferred on Others	30

SECTION 6.07.      Patriot Act Requirements of Trustee	31

SECTION 6.08.      Brokerage Requirements	31

26779/001/01342261.DOCXv6	ii

THIS FIRST SUPPLEMENTAL TRUST INDENTURE dated as of May 1, 2018 (the "First Supplemental Indenture") between CANOPY COMMUNITY DEVELOPMENT DISTRICT

(the "Issuer" or the "District"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation having the authority to exercise corporate trust powers (said bank and any bank or trust company becoming successor trustee under this First Supplemental Indenture being hereinafter referred to as the "Trustee");

W I T N E S S E T H :

WHEREAS, the Issuer is a local unit of special-purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") by Ordinance No. 417-0-08 enacted by the City Commission of the City of Tallahassee, Florida (the "City"), on April 5, 2017 and effective on May 24, 2017, for the purpose, among other things, of financing and managing the design, acquisition, construction, maintenance, and operation of systems, facilities and basic infrastructure within and without the boundaries of the premises to be governed by the Issuer; and

WHEREAS, the premises to be governed by the Issuer (referred to herein as the "District Lands") are described more fully in Exhibit A to the Master Trust Indenture dated as of May 1, 2018 (the "Master Indenture"), between the District and the Trustee, and currently consists of approximately 424.17 acres of land located entirely within the City; and

WHEREAS, the Issuer has been created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and

WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and construction of certain public infrastructure and associated professional fees and incidental costs related thereto pursuant to the Act for the special benefit of the District Lands (as further described in Exhibit B to the Master Indenture, the "Capital Improvement Program"); and

WHEREAS, the Board of Supervisors of the Issuer (the "Board") duly adopted Resolution No. 2018-01 on October 23, 2017 (the "Initial Bond Resolution"), authorizing, among other things, the issuance, in one or more series, of not to exceed $110,000,000 aggregate principal amount of its Canopy Community Development District Special Assessment Bonds in order to pay all or a portion of the costs of the planning, financing, acquisition, construction, reconstruction, equipping and installation of the Capital Improvement Program; and

WHEREAS, the District's Resolution 2018-07 was duly adopted by the Board May 1, 2018 (together with the Initial Bond Resolution, the "Resolution"), authorizing, among other things, the sale of its Special Assessment Bonds, Series 2018A-1 (the "Series 2018A-1 Bonds")

1

and the Special Assessment Bonds, Series 2018A-2 (the "Series 2018A-2 Bonds" and, together with the Series 2018A-1 Bonds, the "Series 2018A-1/2 Bonds") which are issued hereunder, as one Series of Bonds under, and as defined in, the Master Indenture, and has authorized the execution and delivery of the Master Indenture and this First Supplemental Indenture to secure the issuance of the Series 2018A-1/2 Bonds and to set forth the terms of the Series 2018A-1/2 Bonds; and

WHEREAS, simultaneously with the issuance of the Series 2018A-1/2 Bonds, the District is issuing its Canopy Community Development District Special Assessment Bonds, Series 2018A-3 (the "Series 2018A-3 Bonds"), which are separately secured and issued as a separate Series of Bonds under the Master Indenture pursuant to a Second Supplemental Trust Indenture dated as of May 1, 2018, between the District and the Trustee; and

WHEREAS, simultaneously with the issuance of the Series 2018A-1/2 Bonds and Series 2018A-3 Bonds, the District is issuing its Canopy Community Development District Special Assessment Bonds, Series 2018A-4 (the "Series 2018A-4 Bonds"), which are separately secured and issued as a separate Series of Bonds under the Master Indenture pursuant to a Third Supplemental Trust Indenture dated as of May 1, 2018, between the District and the Trustee; and

WHEREAS, the District will apply the proceeds of the Series 2018A-1/2 Bonds to: (i) finance the Cost of acquiring, constructing and equipping assessable improvements comprising the Series 2018A-l/2 Project (as defined herein); (ii) pay certain costs associated with the issuance of the Series 2018A-1/2 Bonds; (iii) make deposits into the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account which account will be held for the benefit of the holders of the Series 2018A-1 Bonds and the Series 2018A-2 Bonds, respectively; and (iv) pay the interest to become due on the Series 2018A-1/2 Bonds and payable on November 1, 2018; and

WHEREAS, the Series 2018A-1/2 Bonds will be secured by a pledge of the Pledged Revenues (as hereinafter defined) to the extent provided herein, which Pledged Revenues consist primarily of the Series 2018A-l/2 Special Assessments (as hereinafter defined) levied on that portion of the District Lands benefitted by the Series 2018A-1/2 Project; and

NOW, THEREFORE, THIS FIRST SUPPLEMENT AL INDENTURE WITNESSETH, that to provide for the issuance of the Series 2018A-l/2 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2018A-1/2 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2018A-l/2 Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to the Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues as security for the

2

payment of the principal, redemption or purchase price of (as the case may be) and interest on		
the Series 2018A-l/2 Bonds issued hereunder, and any Bonds issued on a parity with the Series		
2018A-1/2 Bonds, all in the manner hereinafter provided, and the	Issuer further hereby agrees		
with and covenants unto the Trustee as follows:			
	TO HA VE AND TO HOLD the same and any other revenues, property, contracts or		
contract rights, accounts receivable, chattel paper, instruments, general intangibles or other		
rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to		
the lien created by the Indenture.				
	IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all		
present and future Owners of the Series 2018A-1/2 Bonds issued and to be issued under this		
First Supplemental Indenture, without preference, priority or distinction as to lien or otherwise		
(except as otherwise specifically provided in this First Supplemental Indenture) of any one		
Series 2018A-l/2 Bond over any other Series 2018A-l/2 Bond, all as provided in the Indenture		
(as hereinafter defined), and any Bonds issued on a parity with the Series 2018A-l/2 Bonds.		
pay,	PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly		
	or cause to be paid, or make due provision for the payment of the principal or redemption		
price	of the Series 2018A-1/2 Bonds issued, and any Bonds issued on a parity with the Series		
2018A-1/2 Bonds, secured and Outstanding hereunder and the interest due or to become due		
thereon, at the times and in the manner mentioned in such Series 2018A-l/2 Bonds and the		
Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall		
well and truly keep, perform and	observe all the covenants and conditions pursuant to the		
terms of the Indenture to be kept,	performed and observed by it, and shall pay or cause to be		
paid to the Trustee all sums of money due or to become due to it in accordance with the terms		
and provisions hereof, then upon such final payments this First Supplemental Indenture and		
the rights hereby granted shall	cease and terminate, otherwise this First Supplemental		
Indenture to be and remain in full force and effect.			
		ARTICLE I			
		DEFINITIONS			
have	In this First Supplemental Indenture capitalized terms used without definition shall		
	the meanings ascribed thereto in the Master Indenture and, in addition, the following		
terms shall have the meanings specified below, unless otherwise	expressly provided or unless		
the context otherwise requires:				
	"Acquisition Agreement" shall mean that certain Acquisition, Construction, Installation,		
Developer Funding and Reimbursement Agreement, dated _ _ _ _ _	_ _ , by and between the		
District and the Developer.				

3

"Arbitrage Certificate" shall mean that certain Arbitrage Certificate of the Issuer, dated May [Date], 2018, relating to certain restrictions on arbitrage under the Code.

"Assessment Methodology" shall mean, collectively, the Canopy Community Development District Master Assessment Methodology dated August 16, 2017, as supplemented by the [Final Supplemental Assessment Methodology] dated April _ . J 2018, each as prepared by the Methodology Consultant and relating to the Series 2018A-1 Bonds and the Series 2018A-1/2 Bonds, including, without limitation, all exhibits and appendices thereto.

"Assessment Resolutions" shall mean Resolution Nos. _ _ 2017-_ . J 2017-_ . J 2018-_ and 2018-_ of the Issuer adopted _ _ _ _, 2017, _ _ __, 2017, _ _ _ _, 2017 and _ _ _ _

2017, respectively, as amended and supplemented from time to time.

"Authorized Denomination" shall mean, with respect to the Series 2018A-l/2 Bonds, $5,000 or any integral multiple thereof; provided however, that the Series 2018A-1/2 Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of $5,000 in excess of $100,000.

"Collateral Assignment" shall mean the Collateral Assignment and Assumption of Development Rights, dated May [Date], 2018, by the Developer in favor of the Issuer.

"Completion Agreement" shall mean the Completion Agreement by and between the District and the Developer, dated May [Date], 2018, as such agreement may be modified from time to time.

"Declaration of Consent" shall mean the Declaration of Consent to Jurisdiction of Canopy Community Development District and to Imposition of Special Assessments, dated May [Date], 2018, delivered by the Developer.

"Designated Member" shall mean, in the case of the absence or inability of the Chair to act, the Vice Chair, Secretary, or any Assistant Secretary.

"Developer" shall mean Ox Bottom Mortgage Holdings, LLC, a Florida limited liability company, and any affiliate or any entity which succeeds to all or any part of the respective interests and assumes any or all of the respective responsibilities of said entities, as the developers of the District Lands.

"District Manager" shall mean the person or entity serving as the Issuer's District Manager from time to time. The initial District Manager shall be Governmental Management Services - Central Florida, LLC.

"Electronic Means" or "electronic means" shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.

4

"Engineer's Report" shall mean the Supplemental Engineer's Report #1 dated [March 2018], as prepared by Greenman-Pedersen, Inc., and as amended and supplemented to date.

"First Supplemental Indenture" shall mean this First Supplemental Trust Indenture dated as of May 1, 2018, by and between the Issuer and the Trustee, as supplemented or amended.

"Indenture" shall mean, collectively, the Master Indenture and this First Supplemental Indenture.

"Interest Payment Date" shall mean May 1 and November 1 of each year, commencing November 1, 2018.

"Methodology Consultant" shall mean, initially, Governmental Management Services - Central Florida, LLC, or such successor Methodology Consultant appointed by the District.

"Paying Agent" shall mean the Trustee, and its successors and assigns as Paying Agent hereunder.

"Pledged Revenues" shall mean, with respect to the Series 2018A-l/2 Bonds (a) all revenues received by the Issuer from the Series 2018A-l/2 Special Assessments levied and collected on that portion of the District Lands benefited by the Series 2018A-l/2 Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2018A-l/2 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2018A-1/2 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture; provided, however, that Pledged Revenues shall not include (A) any revenues received by the District in connection with Special Assessments levied to secure the Series 2018A-3 Bonds or Series 2018A-4 Bonds, (B) any moneys transferred to the Rebate Fund, or investment earnings thereon and

(C) "special assessments" levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and

(C) of this proviso); and further provided, however, that the [Series 2018A-1 Debt Service Reserve Account] shall only secure the Series 2018A-1 Bonds and the [Series 2018A-2 Debt Service Reserve Account] shall only secure the Series 2018A-2 Bonds.

"Redemption Date" shall mean February 1, May 1, August 1 and November 1.

"Registrar" shall mean the Trustee, and its successors and assigns as Registrar hereunder.

"Regular Record Date" shall mean the fifteenth (15th) day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.

5

"Resolution" shall mean, collectively, Resolution 2018-01 of the Issuer adopted on October 23, 2017, as supplemented by Resolution 2018-07 of the Issuer adopted on May 1, 2018.

"Series 2018A-1 Bond Redemption Fund" shall mean the Series 2018A-1 Bond Redemption Fund established pursuant to Section 4.0l(g) of this First Supplemental Indenture.

"Series 2018A-1 Debt Service Reserve Account" shall mean the Account so designated, established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.01(£) of this First Supplemental Indenture.

"Series 2018A-1 Debt Service Reserve Account Requirement" shall mean fifty percent (50%) of the maximum annual Debt Service Requirement for the Series 2018A-1 Bonds, as of the time of any such calculation.

"Series 2018A-1 General Account" shall mean the Account so designated, established as a separate Account under the Series 2018A-1 Bond Redemption Fund pursuant to Section 4.0l(g) of this First Supplemental Indenture.

"Series 2018A-1 Interest Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(d) of this First Supplemental Indenture.

"Series 2018A-1 Prepayment" shall mean the payment by any owner of property of the amount of Series 2018A-1 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments and prepayments which become due pursuant to the "true-up" mechanism contained in the Assessment Resolutions and the True-Up Agreement. "Prepayments" shall include, without limitation, Series 2018A-1 Prepayment Principal.

"Series 2018A-1 Prepayment Account" shall mean the Account so designated, established as a separate Account under the Series 2018A-1 Bond Redemption Fund pursuant to Section 4.0l(g) of this First Supplemental Indenture.

"Series 2018A-1 Prepayment Principal" shall mean the portion of a Prepayment corresponding to the principal amount of Series 2018A-1 Special Assessments being prepaid.

"Series 2018A-1 Principal Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(c) of this First Supplemental Indenture.

"Series 2018A-1 Sinking Fund Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(e) of this First Supplemental Indenture.

6

"Series 2018A-1 Special Assessments" shall mean the Special Assessments levied on that portion of the District Lands specially benefitted by the Series 2018A-l/2 Project or any portion thereof, which assessments correspond in amount to the debt service on the Series 2018A-1 Bonds.

"Series 2018A-1/2 Acquisition and Construction Account" shall mean the Account so d signated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.0l(a) of this First Supplemental Indenture.

"Series 2018A-1/2 Costs of Issuance Subaccount" shall mean the Account so designated, established as a separate Subaccount within the Series 2018A-1/2 Acquisition and Construction Account pursuant to Section 4.0l(a) of this First Supplemental Indenture.

"Series 2018A-1/2 Lands" shall mean that portion of the District Lands subject to the lien of the Series 2018A-l/2 Special Assessments.

"Series 2018A-l/2 Project" shall mean the portion of the Capital Improvement Program within Assessment Area _ _ (as described in the Engineer's Report) financed with proceeds of the Series 2018A-1/2 Bonds, as shown on Exhibit A hereto.

"Series 2018A-1/2 Revenue Account" shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.0l(b) of this First Supplemental Indenture.

"Series 2018A-1/2 Special Assessments" shall mean, collectively, the Series 2018A-1 Special Assessments and the Series 2018A-2 Special Assessments.

"Series 2018A-2 Bond Redemption Fund" shall mean the Series 2018A-2 Bond Redemption Fund established pursuant to Section 4.0l(g) of this First Supplemental Indenture.

"Series 2018A-2 Debt Service Reserve Account" shall mean the Account so designated, established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.0l(f) of this First Supplemental Indenture.

"Series 2018A-2 Debt Service Reserve Account Requirement" shall mean fifty percent (50%) of the maximum annual Debt Service Requirement for the Series 2018A-2 Bonds, as of the time of any such calculation.

"Series 2018A-2 General Account" shall mean the Account so designated, established as a separate Account under the Series 2018A-2 Bond Redemption Fund pursuant to Section 4.0l(g) of this First Supplemental Indenture.

"Series 2018A-2 Interest Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(d) of this First Supplemental Indenture.

7

"Series 2018A-2 Prepayment" shall mean the payment by any owner of property of the amount of Series 2018A-2 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments and prepayments which become due pursuant to the "true-up" mechanism contained in the Assessment Resolutions and the True-Up Agreement. "Prepayments" shall include, without limitation, Series 2018A-2 Prepayment Principal.

"Series 2018A-2 Prepayment Account" shall mean the Account so designated, established as a separate Account under the Series 2018A-2 Bond Redemption Fund pursuant to Section 4.0l(g) of this First Supplemental Indenture.

"Series 2018A-2 Prepayment Principal" shall mean the portion of a Prepayment corresponding to the principal amount of Series 2018A-2 Special Assessments being prepaid.
"Series 2018A-2 Principal Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(c) of this First Supplemental Indenture.

"Series 2018A-2 Sinking Fund Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(e) of this First Supplemental Indenture.

"Series 2018A-2 Special Assessments" shall mean the Special Assessments levied on that portion of the District Lands specially benefitted by the Series 2018A 1/2 Project or any portion thereof, which assessments correspond in amount to the debt service on the Series 2018A-2 Bonds. "Substantially Absorbed" shall mean the date on which a principal amount of the Series 2018A-1/2 Special Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the Series 2018A-1/2 Bonds are levied on the District Lands with respect to which a certificate of occupancy has been issued for a structure thereon. Satisfaction of the foregoing definition shall be evidenced by the delivery by the Issuer to the Trustee of a written certificate of the Methodology Consultant to such effect and upon which the Trustee may conclusively rely.

"True-Up Agreement" shall mean the True-Up Agreement, between the District and the Developer, dated May [Date], 2018.

"Trustee" shall mean U.S. Bank National Association, a national bank, and its successors and assigns.

"Uniform Method" shall mean the uniform method for the levy, collection and enforcement of Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, as amended.

8

The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the forms of Series 2018A-l/2 Bonds), refer to the entire Indenture.

Every "request," "requisition," "order," "demand," "application," "notice," "statement," "certificate," "consent," or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by a Responsible Officer of the Issuer.

All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

ARTICLE II

THE SERIES 2018A-1/2 BONDS

SECTION 2.01. Amounts and Terms of Series 2018A-1/2 Bonds; Issue of Series 2018A-1/2 Bonds. No Series 2018A-1/2 Bonds may be issued under this First Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.

(a)	The total principal amounts of Series 2018A-1 Bonds and Series 2018A-2 Bonds that may be issued under this First Supplemental Indenture is expressly limited to $[A] and $[BJ, respectively. The Series 2018A-1 Bonds shall be numbered consecutively from RAl-1 and upwards. The Series 2018A-2 Bonds shall be numbered RA2-1 and upwards.

(b)	Any and all Series 2018A-l/2 Bonds shall be issued substantially in the form attached as Exhibit C to the Master Indenture, with such appropriate variations, omissions and insertions as are permitted or required by the Indenture and with such
additional changes as may be necessary or appropriate to conform to the provisions of the Resolution and this First Supplemental Indenture. The Issuer shall issue the Series 2018A-1/2 Bonds upon execution of this First Supplemental Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer's written request, authenticate such Series 2018A-l/2 Bonds and deliver them as specified in the request.

SECTION 2.02. Execution. The Series 2018A-l/2 Bonds shall be executed by the Issuer as set forth in the Master Indenture.

SECTION 2.03. Authentication. The Series 2018A-l/2 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2018A-1/2 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.

9

		SECTION 2.04.	Purpose,		Designation	and	Denominations  of,	and	Interest	
	Accruals on, the Series 2018A-1/2 Bonds.						
		(a)		The	Series 2018A-1 Bonds are being issued hereunder in order to provide	
funds to (i) pay a portion of the Costs of the Series 2018A-l/2 Project, (ii) fund the Series 2018A-	
	1 Debt Service Reserve Account, (iii) pay the costs of issuance of the Series 2018A-1 Bonds, and	
	(iv) pay the interest	to become due on	the Series 2018A-1 Bonds and payable on November 1,	
2018. The Series 2018A-1 Bonds shall be designated	"Canopy Community Development District	
	(Tallahassee, Florida) Special Assessment Bonds, Series 2018A-1," and shall be issued as fully	
registered bonds without coupons in Authorized Denominations.			
		(b)		The Series 2018A-2 Bonds are being issued hereunder in order to provide	
funds to (i) pay a portion of the Costs of the Series 2018A-1/2 Project, (ii) fund the Series 2018A-	
2 Debt Service Reserve Account, (iii) pay the costs of issuance of the Series 2018A-2 Bonds, and	
	(iv) pay the interest to become due on the Series 2018A-2 Bonds and payable on November 1,	
2018. The Series 2018A-2 Bonds shall be designated	"Canopy Community Development District	
	(Tallahassee, Florida) Special Assessment Bonds, Series 2018A-2," and shall be issued as fully	
registered bonds without coupons in Authorized Denominations.			
		(c)		The Series 2018A-l/2 Bonds shall be	dated the date of original issuance	
thereof. Interest on the Series 2018A-1/2 Bonds shall be payable on each Interest Payment Date	
to maturity or prior redemption. Interest on the Series 2018A-1/2 Bonds shall be	payable from	
the most recent Interest Payment Date next preceding the date of authentication thereof to	
which interest has been paid, unless the date of authentication thereof is a May 1 or November 1	
to which interest has been paid, in which case from such date of authentication, or unless the	
	date of authentication thereof is prior to May 1, 2018, in which case from the date of original	
issuance of the Series	2018A-1/2 Bonds, or unless the date of authentication thereof is between a	
Record Date and the next succeeding Interest Payment Date, in which case from such Interest	
Payment Date. (d)		Except as otherwise provided in Section 2.07 of this First Supplemental	
Indenture in connection with a book-entry only system of registration of the Series 2018A-l/2	
Bonds,	the principal		or Redemption Price of the Series 2018A-1/2 Bonds shall be payable in	
lawful	money of the	United States of America at the designated corporate trust office of the	
Paying Agent upon presentation of such Series 2018A-1/2 Bonds. Except as otherwise provided	
in Section 2.07 of this First Supplemental Indenture in connection with a book-entry only system	
of registration of the Series 2018A-l/2 Bonds, the payment of interest on the Series 2018A-l/2	
Bonds	shall be made	on each Interest Payment Date to the Owners of the Series 2018A-1/2	
Bonds by check or draft drawn on the Paying Agent and mailed on the applicable	Interest	
Payment Date to each Owner as such Owner appears on the Bond Register maintained by the	
Registrar as of the close of business on the Regular Record Date, at his address as it appears on	
	the Bond Register.	Any interest on any Series 2018A-l/2 Bond which is payable, but is not	
punctually paid or provided for on any Interest Payment Date (hereinafter called "Defaulted Interest") shall be paid to the Owner in whose name the Series 2018A-l/2 Bond is registered at

10

the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, any Owner of Series 2018A-l/2 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Paying Agent, upon requesting the same in a writing received by the Paying Agent at least fifteen (15) days prior to the relevant Interest Payment Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant Interest Payment Date.

SECTION 2.05.      Debt Service on the Series 2018A-1/2 Bonds.

(a)	The Series 2018A-1 Bonds will mature on May 1 in the years, be issued in

the principal amounts and bear interest at the rates per annum, subject to the right of prior redemption in accordance with their terms, as follows.

Maturity Date      Principal Amount     Interest Rate

(b)	The Series 2018A-2 Bonds will mature on May 1 in the years, be issued in

the principal amounts and bear interest at the rates per annum, subject to the right of prior redemption in accordance with their terms, as follows.

Maturity Date      Principal Amount     Interest Rate

(c)	Interest on the Series 2018A-l/2 Bonds will be computed in all cases on

the basis of a 360-day year comprised of twelve 30-day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2018A-1/2 Bonds on the day before the default occurred.

SECTION 2.06. Disposition of Series 2018A-1/2 Bond Proceeds. From the net proceeds of the Series 2018A-1/2 Bonds received by the Trustee, which shall b e $_ _ _ _ _ _
(reflecting the aggregate principal amount of the Series 2018A-l/2 Bonds of $[A].00 less [original

11

issue discount of $_ _ _	and less] an underwriter's discount of $_ _ _ _	retained by the	
purchaser of the Series 2018A-1/2 Bonds);			
(a)	$_ _ _ _ _ _	of	the proceeds from the issuance	of the Series A-1	
Bonds, which is an amount equal to the initial Series 2018A-1 Debt Service Reserve Requirement, shall be deposited in the Series 2018A-1 Debt Service Reserve Account of the Debt Service Reserve Fund, and $_ _ _ _ _ _ of the proceeds of the Series A-2 Bonds, which is an amount equal to the initial Series 2018A-2 Debt Service Reserve Requirement, shall be deposited in the Series 2018A-2 Debt Service Reserve Account of the Debt Service Reserve Fund; and

(b) $_ _ _ _ _ shall be deposited into the Series 2018A-l/2 Costs of Issuance Subaccount of the Series 2018A-l/2 Acquisition and Construction Account and applied to pay costs of issuance of the Series 2018A-1/2 Bonds; and

(c) $_ _ _ _ of the proceeds from the issuance of the Series A-1 Bonds shall be deposited into the Series 2018A-1 Interest Account and applied to pay capitalized interest on the Series 2018A-1 Bonds payable on November 1, 2018, and $_ _ _ _ _ _ of the proceeds of the Series A-2 Bonds shall be deposited into the Series 2018A-2 Interest Account and applied to pay capitalized interest on the Series 2018A-2 Bonds payable on November 1, 2018; and

(d) $_ _ _ _ _ - . . . J constituting all rema1mng proceeds of the Series 2018A-l/2 Bonds, shall be deposited in the Series 2018A-1/2 Acquisition and Construction Account of the Acquisition and Construction Fund to be applied to pay Costs of the Series 2018A-1/2 Project in accordance with Article V of the Master Indenture.

SECTION 2.07. Book-Entry Form of Series 2018A-1/2 Bonds. The Series 2018A-l/2 Bonds shall be issued as one fully registered bond per maturity and deposited with The Depository Trust Company, New York, New York ("OTC"), which is responsible for establishing and maintaining records of ownership for its participants.

The Issuer shall enter into a letter of representations with DTC providing for such book-entry only system, in accordance with the provisions of Section 2.11 of the Master Indenture. Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository. If the Issuer does not replace DTC within sixty (60) days of such termination and, in all instances, prior to the next Interest Payment Date, the Issuer will issue replacement bonds and Trustee will, at the expense of the Issuer, register and deliver to the Beneficial Owners replacement Series 2018A-l/2 Bonds in the form of fully registered Series 2018A-1/2 Bonds in accordance with the instructions from Cede & Co. While the Series 2018A-1/2 Bonds are registered in book-entry only, presentation of the Series 2018A-1/2 Bonds is not necessary for payment thereon.

SECTION 2.08. Appointment of Registrar and Paving Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the "Bond Register") for the

12

registration, transfer and exchange of the Series 2018A-1/2 Bonds, and hereby appoints the Trustee, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. The Trustee hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.

The Issuer hereby appoints the Trustee as Paying Agent for the Series 2018A-1/2 Bonds. The Trustee hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder.

SECTION 2.09. Conditions Precedent to the Issuance of the Series 2018A-1/2 Bonds._ In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2018A-1/2 Bonds, all the Series 2018A-1/2 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:

(a)	Certified copies of the Assessment Resolutions;

(b)	Executed  originals  of the  Master  Indenture  and  this  First  Supplemental

	Indenture;

(c)	An opinion of Counsel to the District substantially to the effect that (i) the Issuer has been duly established and validly exists as a community development district under the Act, (ii) the Issuer has good right and lawful authority under the Act to undertake the Series 2018A-1/2 Project being financed with the proceeds of the Series 2018A-1/2 Bonds, subject to obtaining such licenses, orders or other authorizations as are, at the date of such opinion, required to be obtained from any agency or regulatory body having lawful jurisdiction in order to construct, acquire, own and operate the Series 2018A-1/2 Project, (iii) all proceedings undertaken by the Issuer with respect to the Series 2018A-1/2 Special Assessments have been in accordance with Florida law, (iv) the Issuer has taken all action necessary to levy and impose the Series 2018A-1/2 Special Assessments, and (v) the Series 2018A-1/2 Special Assessments are legal, valid and binding liens upon the property against which such Series 2018A-1/2 Special Assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid;

(d)	A certificate of a Responsible Officer to the effect that, upon the authentication and delivery of the Series 2018A-1/2 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Indenture; and

(e)	Executed copies of the Acquisition Agreement, Collateral Assignment, Completion Agreement, Declaration of Consent and True-Up Agreement.

13

Delivery to the Trustee of the net proceeds from the issuance and sale of the Series 2018A-l/2 Bonds is conclusive evidence of the satisfaction of the conditions precedent for authentication of the Series 2018A-1/2 Bonds.

ARTICLE III

REDEMPTION OF SERIES 2018A-1/2 BONDS

SECTION 3.01. Redemption Dates and Prices. The Series 2018A-1/2 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2018A-1/2 Bonds shall be made on the dates hereinafter required. If less than all the Series 2018A-l/2 Bonds are to be redeemed pursuant to an optional redemption or an extraordinary mandatory redemption, the portions of the Series 2018A-l/2 Bonds to be redeemed shall be selected as provided in Section 8.03 of the Master Indenture unless specifically provided herein. Partial redemptions of Series 2018A-l/2 Bonds shall be made in such a manner that the remaining Series 2018A-1/2 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2018A-l/2 Bond of each maturity.

(a)	Optional Redemption.  The Series 2018A-l Bonds may, at the option of

the Issuer in writing, be called for redemption prior to maturity in whole or in part at any time on or after May 1, 2 0 _ (less than all Series 2018A-1 Bonds to be specified by the Issuer in writing), at a Redemption Price equal to 100% of the principal amount of Series 2018A-1 Bonds to be redeemed plus accrued interest from the most recent Interest Payment Date to the date of redemption.

The Series 2018A-2 Bonds may, at the option of the Issuer in writing, be called for redemption prior to maturity in whole or in part at any time on or after May 1, 2 0 _ (less than all Series 2018A-2 Bonds to be specified by the Issuer in writing), at a Redemption Price equal to 100% of the principal amount of Series 2018A-2 Bonds to be redeemed plus accrued interest from the most recent Interest Payment Date to the date of redemption.

(b)	Extraordinary Mandatory Redemption in Whole or in Part.  The Series

2018A-1 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Redemption Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Series 2018A-1 Bonds to be redeemed, plus interest accrued to the date of redemption, as follows:

(i)	from Series 2018A-1 Prepayments deposited into the Series 2018A-

1 Prepayment Account of the Series 2018A-1 Bond Redemption Fund following the payment in whole or in part of Series 2018A-1 Special Assessments on any portion of the Series 2018A-l/2 Lands in accordance' with the provisions of Section 4.0S(a) of this First Supplemental Indenture, including any excess moneys transferred from the Series 2018A-1 Debt Service Reserve Account to the Series 2018A-1 Prepayment Account of the

14

Series 2018A-1 Bond Redemption Fund resulting from such Series 2018A-1 Prepayment pursuant to Section 4.0l(f)(ii) of this First Supplemental Indenture.

(ii)	on or after the Completion Date of the Series 2018A-1/2 Project, by

application of moneys remaining in the Series 2018A-1/2 Acquisition and Construction Account of the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Series 2018A-1/2 Project, which has been transferred as specified in Section 4.0l(a) hereof to the Series 2018A-1 General Account of the Series 2018A-1 Bond Redemption Fund, credited toward extinguishment of the Series 2018A-1 Special Assessments and applied toward the redemption of the Series 2018A-1 Bonds in accordance with the manner it has credited such excess moneys toward extinguishrnent of Series 2018A-1 Special Assessments which the Issuer shall describe to the Trustee in writing.

(iii)	following condemnation or the sale of any portion of the Series

2018A-1/2 Project to a governmental entity under threat of condemnation by such governmental entity and the payment of moneys which are not to be used to rebuild, replace or restore the taken portion of the Series 2018A-1/2 Project to the Trustee by or on behalf of the Issuer for deposit into the Series 2018A-1 General Account of the Series 2018A-1 Bond Redemption Fund in order to effectuate such redemption and, which moneys shall be applied by the Issuer to redeem Series 2018A-1 Bonds in accordance with the manner it has credited such moneys toward extinguishment of Series 2018A-1 Special Assessments which the Issuer shall describe to the Trustee in writing.

(iv)	following the damage or destruction of all or substantially all of

the Series 2018A-1/2 Project to such extent that, in the reasonable opinion of the Issuer, the repair and restoration thereof would not be economical or would be impracticable, to the extent of amounts paid by the Issuer to the Trustee for deposit to the Series 2018A-1 General Account of the Series 2018A-1 Bond Redemption Fund which moneys shall be applied by the Issuer to redeem Series 2018A-1 Bonds in accordance with the manner it has credited such moneys toward extinguishment of Series 2018A-1 Special Assessments; provided, however, that at least forty- five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the date of redemption and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Series 2018A-1/2 Project would not be economical or would be impracticable such certificate upon which the Trustee shall be entitled to rely.

(v)	from moneys, if any, on deposit in the Series 2018A-1 Funds and

Accounts (other than the Rebate Fund) sufficient to pay and redeem all Outstanding Series 2018A-1 Bonds and accrued interest thereon to the date of redemption in addition to all amounts owed to Persons under the Indenture.

15

(c)	Extraordinarv Mandatory Redemption in Whole or in Part.  The Series

2018A-2 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Redemption Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Series 2018A-2 Bonds to be redeemed, plus interest accrued to the date of redemption, as follows:

(i)	from Series 2018A-2 Prepayments deposited into the Series 2018A-

2 Prepayment Account of the Series 2018A-2 Bond Redemption Fund following the payment in whole or in part of Series 2018A-2 Special Assessments on any portion of the Series 2018A-1/2 Lands in accordance with the provisions of Section 4.05(a) of this First Supplemental Indenture, including any excess moneys transferred from the Series 2018A-2 Debt Service Reserve Account to the Series 2018A-2 Prepayment Account of the Series 2018A-2 Bond Redemption Fund resulting from such Series 2018A-2 Prepayment pursuant to Section 4.0l(f)(ii) of this First Supplemental Indenture.

(ii)	on or after the Completion Date of the Series 2018A-l/2 Project,

and so long as no Series 2018A-1 Bonds remain Outstanding, by application of moneys remaining in the Series 2018A-1/2 Acquisition and Construction Account of the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Series 2018A-l/2 Project, which has been transferred as specified in Section 4.0l(a) hereof to the Series 2018A-2 General Account of the Series 2018A-2 Bond Redemption Fund, credited toward extinguishment of the Series 2018A-2 Special Assessments and applied toward the redemption of the Series 2018A-2 Bonds in accordance with the manner it has credited such excess moneys toward extinguishment of Series 2018A-2 Special Assessments which the Issuer shall describe to the Trustee in writing.

(iii)	following condemnation or the sale of any portion of the Series

2018A-l/2 Project to a governmental entity under threat of condemnation by such governmental entity and the payment of moneys which are not to be used to rebuild, replace or restore the taken portion of the Series 2018A-1/2 Project to the Trustee by or on behalf of the Issuer for deposit into the Series 2018A-2 General Account of the Series 2018A-2 Bond Redemption Fund in order to effectuate such redemption and, which moneys shall be applied by the Issuer to redeem Series 2018A-2 Bonds in accordance with the manner it has credited such moneys toward extinguishment of Series 2018A-2 Special Assessments which the Issuer shall describe to the Trustee in writing.

(iv)	following the damage or destruction of all or substantially all of

the Series 2018A-l/2 Project to such extent that, in the reasonable opinion of the Issuer, the repair and restoration thereof would not be economical or would be impracticable, to the extent of amounts paid by the Issuer to the Trustee for deposit to the Series 2018A-2 General Account of the Series 2018A-2 Bond Redemption Fund which moneys shall be applied by the Issuer to redeem Series 2018A-2 Bonds in accordance with the manner it has credited such moneys toward extinguishment of Series 2018A-2 Special

16

Assessments; provided, however, that at least forty- five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the date of redemption and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Series 2018A-1/2 Project would not be economical or would be impracticable, such certificate upon which the Trustee shall be entitled to rely.

(v)	from moneys, if any, on deposit in the Series 2018A-2 Funds and

Accounts (other than the Rebate Fund) sufficient to pay and redeem all Outstanding Series 2018A-2 Bonds and accrued interest thereon to the date of redemption in addition to all amounts owed to Persons under the Indenture.

(d)	Mandatory Sinking  Fund  Redemption.   The  Series  2018A-1  Bond

maturing May 1, 20_ , is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-l Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

Year	Amortization	Year	Amortization	
Mayl	Installment	Mayl	Installment	

*	Final Maturity.

(e)	Mandatorv  Sinking  Fund  Redemption.   The  Series  2018A-2  Bond

maturing May 1, 20_ , is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-2 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption

17

Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

Year	Amortization	Year	Amortization	
Mayl	Installment	Mayl	Installment	

*	Final Maturity.

The Series 2018A-2 Bond maturing May 1, 20_ , J is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-2 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

Year	Amortization	Year	Amortization	
Mayl	Installment	Mayl	Installment	

*	Final Maturity.

The Series 2018A-2 Bond maturing May 1, 20_ , J is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-2 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

18

Year	Amortization	Year	Amortization	
Mayl	Installment	Mayl	Installment	

..  Final Maturity .

SECTION 3.02. Notice of Redemption. When required to redeem Series 2018A-l/2 Bonds under any provision of this First Supplemental Indenture or directed to redeem Series 2018A-1/2 Bonds by the Issuer, the Trustee shall give or cause to be given to Owners of the Series 2018A-l/2 Bonds to be redeemed notice of the redemption, as set forth in Section 8.02 of the Master Indenture.

ARTICLE IV

ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS;

ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL
ASSESSMENT LIENS
SECTION 4.01.     Establishment of Certain Funds and Accounts.

(a) The Trustee shall establish a separate Account within the Acquisition and Construction Fund designated as the "Series 2018A-l/2 Acquisition and Construction Account." Proceeds of the Series 2018A-1/2 Bonds shall be deposited into the Series 2018A-l/2 Acquisition and Construction Account in the amount set forth in Section 2.06 of this First Supplemental Indenture, together with any excess moneys transferred to the Series 2018A-l/2 Acquisition and Construction Account, and such moneys in the Series 2018A-1/2 Acquisition and Construction Account shall be applied as set forth in Article V of the Master Indenture and Sections 4.0l(a), 3.0l{b)(ii) and 3.0l(c)(ii) of this First Supplemental Indenture. After the Completion Date of the Series 2018A-l/2 Project and after retaining in the Series 2018A-1/2 Acquisition and Construction Account the amount, if any, of all remaining unpaid Costs of the Series 2018A-l/2 Project set forth in the Consulting Engineer's Certificate establishing such Completion Date, any funds remaining in the Series 2018A-l/2 Acquisition and Construction Account shall be transferred to and deposited into the Series 2018A-1 General Account of the Series 2018A-1 Bond Redemption Fund and applied to the extraordinary mandatory redemption of the Series 2018A-1 Bonds until no such Series 2018A-1 Bonds remain Outstanding and shall thereafter be transferred to and deposited into the Series 2018A-2 General Account of the Series 2018A-2 Bond Redemption Fund and applied to the extraordinary mandatory redemption of the Series 2018A-2 Bonds. When no funds remain in the Series 2018A-l/2 Acquisition and Construction Account, or any subaccount therein, that account shall be closed.

19

There is hereby established within the Series 2018A-l/2 Acquisition and Construction Account of the Acquisition and Construction Fund held by the Trustee a "Series 2018A-l/2 Costs of Issuance Subaccount." Amounts in the Series 2018A-l/2 Costs of Issuance Subaccount shall be applied by the Trustee to pay the costs relating to the issuance of the Series 2018A-l/2 Bonds. Six months after the date of issuance of the Series 2018A-l/2 Bonds, any moneys remaining in the Series 2018A-l/2 Costs of Issuance Subaccount which have not been requisitioned by the Issuer to pay costs relating to the issuance of the Series 2018A-1/2 Bonds shall be deposited into the Series 2018A-1/2 Acquisition and Construction Account and applied as set forth in Article V of the Master Indenture and Section 4.0l(a) of this First Supplemental Indenture. When no funds remain in the Series 2018A-1/2 Subaccount, that subaccount shall be closed.

(b)	Pursuant to Section 6.03 of the Master Indenture, the Trustee shall

establish separate Accounts within the Revenue Fund designated as the "Series 2018A-1 Revenue Account" and the "Series 2018A-2 Revenue Account." The Issuer will identify upon deposit with the Trustee whether Special Assessments are A-1 Assessments or A-2 Assessments as provided herein for Prepayments. Series 2018A-1 Special Assessments (except for Series 2018A-1 Prepayments which shall be identified as such by the Issuer to the Trustee to be deposited in the Series 2018A-1 Prepayment Account) shall be deposited by the Trustee into the Series 2018A-1 Revenue Account and Series 2018A-2 Special Assessments (except for the Series 2018A-2 Prepayments which shall be identified as such by the Issuer to the Trustee to be deposited in the Series 2018A-2 Prepayment Account) shall be deposited by the Trustee into the Series 2018A-2 Revenue Account which shall be applied as set forth in Article VI of the Master Indenture and Section 4.02 of this First Supplemental Indenture.

(c)	Pursuant to Section 6.04 of the Master Indenture, the Trustee shall

establish separate Accounts within the Debt Service Fund designated as the "Series 2018A-1 Principal Account" and the "Series 2018A-2 Principal Account." Moneys shall be deposited into such Accounts as provided in Article VI of the Master Indenture and Section 4.02 of this First Supplemental Indenture, and applied for the purposes provided therein.

(d)	Pursuant to Section 6.04 of the Master Indenture, the Trustee shall

establish separate Accounts within the Debt Service Fund designated as the "Series 2018A-1 Interest Account" and the "Series 2018A-2 Interest Account." Proceeds of the Series 2018A-l/2 Bonds shall be deposited into such Accounts in the respective amounts set forth in Section 2.06(c) of this First Supplemental Indenture. Moneys deposited into such Accounts pursuant to the Master Indenture and Section 4.02 of this First Supplemental Indenture, shall be applied for the purposes provided therein and as provided in Section 4.0l(d) of this First Supplemental Indenture.

(e)	Pursuant to Section 6.04 of the Master Indenture, the Trustee shall

establish separate Accounts within the Debt Service Fund designated as the "Series 2018A-1 Sinking Fund Account" and the "Series 2018A-2 Sinking Fund Account." Moneys shall be deposited into such respective Accounts as provided in Article VI of the Master Indenture and

20

Section 4.02 of this First Supplemental Indenture and applied for the purposes provided therein and in Sections 3.0l(d) and 3.0l(e), respectively, of this First Supplemental Indenture.

(f)	Pursuant to Section 6.05 of the Master Indenture, the Trustee shall

establish Accounts within the Debt Service Reserve Fund designated as the "Series 2018A-1 Debt Service Reserve Account," and the "Series 2018A-2 Debt Service Reserve Account."

(i)	Proceeds of the Series 2018A-1 Bonds and Series 2018A-2 Bonds

shall be deposited into the Series 2018A-1 Debt Service Reserve Account and Series 2018A-2 Debt Service Reserve Account, respectively, in the amounts set forth in Section 2.06(a) of this First Supplemental Indenture, which accounts will be held for the benefit of all of the Series 2018A-1 Bonds and of all of the Series 2018A-1 Bonds, respectively, without privilege or priority of one Series 2018A-1 Bond or Series 2018A-2 Bond over another, and such moneys, together with any other moneys deposited into such Accounts pursuant to the Master Indenture, shall be applied for the purposes provided therein and in this Section 4.0l(f). On the date that is forty-five (45) days prior to each Redemption Date (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amounts on deposit in the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account and transfer any excess therein (except for excess resulting from interest earnings and excess resulting from Prepayments as provided in Section 4.0l(f)(ii) below) above the Series 2018A-1 Debt Service Reserve Requirement and the Series 2018A-2 Debt Service Reserve Requirement, respectively, as follows: (A) prior to the Completion Date of the Series 2018A-l/2 Project, to the Series 2018A-1/2 Acquisition and Construction Account of the Acquisition and Construction Fund, and (B) on and after the Completion Date of the Series 2018A-1/2 Project, such amounts shall be transferred to the Series 2018A-1 Revenue Account and the Series 2018A-2 Revenue Account, respectively.

(ii)	Notwithstanding the foregoing paragraph, so long as no Event of

Default has occurred and has not been cured, upon an optional prepayment by the owner of a lot or parcel of land of a Series 2018A-1 Special Assessment or a Series 2018A-2 Special Assessment against such lot or parcel as provided in Section 4.05(a) of this First Supplemental Indenture, the District, on the date that is forty-five (45) days prior to each Redemption Date (or, if such date is not a Business Day, on the Business Day next preceding such day), shall determine the Series 2018A-1 Debt Service Reserve Requirement and the Series 2018A-2 Debt Service Reserve Requirement, respectively, taking into account such optional prepayment and shall direct the Trustee in writing to transfer any amount on deposit in the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account, as applicable, in excess of the Series 2018A-1 Debt Service Reserve Requirement or in excess of the Series 2018A-2 Debt Service Reserve Requirement (except for excess resulting from interest earnings) from the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account, respectively, to the Series 2018A-1 Prepayment Account of the Series 2018A-l Bond Redemption Fund or the Series 2018A-2 Prepayment Account of the

21

Series 2018A-2 Bond Redemption Fund, as a credit against the Series 2018A-1 Prepayment or the Series 2018A-2 Prepayment, respectively, otherwise required to be made by the owner of such lot or parcel. If the District fails to provide such transfer direction as provided in this subparagraph (ii), Trustee shall transfer any excess in the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account above the Series 2018A-1 Debt Service Reserve Requirement and the Series 2018A-2 Debt Service Reserve Requirement, respectively, as provided in Section 4.0l(f)(i) hereof.

(iii)	Earnings on investments in the Series  2018A-1 Debt Service

Reserve Account and the Series 2018A-2 Debt Service Reserve Account shall be disposed of as follows:

(A)	If as of the last date on which amounts on deposit in the

Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account were valued by the Trustee there was a deficiency in the Series 2018A-1 Debt Service Reserve Account or the Series 2018A-2 Debt Service Reserve Account or if after such date withdrawals have been made from the Series 2018A-1 Debt Service Reserve Account or the Series 2018A-2 Debt Service Reserve Account and have created such a deficiency, then earnings on investments in the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account shall be deposited to the credit of the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account, respectively, until the amounts on deposit therein equals the Series 2018A-1 Debt Service Reserve Requirement and the Series 2018A-2 Debt Service Reserve Requirement, respectively; and

(B)	As long as no notice of an Event of Default under the

Indenture has been delivered to the Trustee and the amounts in the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account, are not reduced below the Series 2018A-1 Debt Service Reserve Requirement and the Series 2018A-2 Debt Service Reserve Requirement, respectively, then earnings on investments in such Accounts shall be applied as follows: (x) prior to the Completion Date of the Series 2018A-l/2 Project, to the Series 2018A -l/2 Acquisition and Construction Account of the Acquisition and Construction Fund, and (y) on and after the Completion Date of the Series 2018A-1/2 Project, to the Series 2018A-1 Revenue Account and the Series 2018A-2 Revenue Account, respectively, of the Revenue Fund.

(g)	Pursuant to Section 6.06 of the Master Indenture, the Trustee shall

establish separate Series Bond Redemption Funds designated as the "Series 2018A-1 Bond Redemption Fund" and the "Series 2018A-2 Bond Redemption Fund" and within each such Fund, a "Series 2018A-1 General Account" and a "Series 2018A-1 Prepayment Account" and a "Series 2018A-2 General Account" and a "Series 2018A-2 Prepayment Account," respectively.

22

Except as otherwise provided in this First Supplemental Indenture, moneys to be deposited into the Series 2018A-1 Bond Redemption Fund and the Series 2018A-2 Bond Redemption Fund, respectively, as provided in Article VI of the Master Indenture shall be deposited to the Series 2018A-1 General Account of the Series 2018A-1 Bond Redemption Fund and the Series 2018A-2 General Account of the Series 2018A-2 Bond Redemption Fund, respectively. Series 2018A-1 Prepayments and Series 2018A-2 Prepayments shall be identified as such by the Issuer to the Trustee to then be deposited directly into the Series 2018A-1 Prepayment Account of the Series 2018A-1 Bond Redemption Fund and the Series 2018A-2 Prepayment Account of the Series 2018A-2 Bond Redemption Fund, respectively, as provided in the Indenture.

(h) (i) Moneys in the Series 2018A-1 General Account and Series 2018A-2 General Account (including all earnings on investments held therein) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:

FIRST, to make such deposits into the Rebate Fund for the Series 2018A-1 Bonds and the Series 2018A-2 Bonds, respectively, if any, as the Issuer may direct in writing in accordance with the Arbitrage Certificate, such moneys thereupon to be used solely for the purposes specified in the Arbitrage Certificate. Any moneys so transferred from the Series 2018A-1 General Account and the Series 2018A-2 General Account, respectively, to the Rebate Fund shall thereupon be free from the lien and pledge of the Indenture;

SECOND, to be used to call for redemption pursuant to Section 3.0l(b)(ii), (iii), (iv) and (v) and 3.0l(c)(ii), (iii), (iv) and (v) hereof an amount of Series 2018A-1 Bonds or Series 2018A-2 Bonds, respectively, equal to the amount of money transferred to the Series 2018A-1 General Account or the Series 2018A-2 General Account, respectively, pursuant to the aforesaid clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in such clauses or provisions, as appropriate; and

THIRD, the remainder to be utilized by the Trustee, at the written direction of a Responsible Officer, to call for redemption such Series 2018A-1 Bonds or Series 2018A-2 Bonds that are subject to optional redemption pursuant to Section 3.01(a) hereof such amount of Series 2018A-1 Bonds and Series 2018A-2 Bonds, respectively, as, with the redemption premium, may be practicable; provided, however, that not less than $5,000 principal amount of Bonds shall be called for redemption at one time.

(ii) Moneys in the Series 2018A-1 Prepayment Account of the Series 2018A-1 Bond Redemption Fund and the Series 2018A-2 Prepayment Account of the Series 2018A-2 Bond Redemption Fund (including all earnings on investments therein) shall be accumulated therein to be used to call for redemption pursuant to Section 3.0l(b)(i) and 3.0l(c)(i) hereof an amount of Series 2018A-1 Bonds and the Series 2018A-2 Bonds, respectively, equal to the amount of money transferred to the Series 2018A-1 Prepayment Account and the Series 2018A-2 Prepayment Account pursuant to the

23

aforesaid provision, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in Section 3.0l(b)(i) and 3.0l(c)(i) hereof.

SECTION 4.02. Series 2018A-1/2 Revenue Accounts. The Trustee shall transfer from amounts on deposit in the Series 2018A-1 Revenue Account and the Series 2018A-2 Revenue Account of the Revenue Fund, respectively, to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:

FIRST, not later than the Business Day preceding each May 1 and November 1, to the Series 2018A-1 Interest Account and the Series 2018A-2 Interest Account of the Debt Service Fund, an amount from the Series 2018A-1 Revenue Account and Series 2018A-2 Revenue Account equal to the interest on the Series 2018A-1 Bonds and the Series 2018A-2 Bonds, respectively, due on such May 1 or November 1, less any amounts on deposit in the Series 2018A-1 Interest Account and the Series 2018A-2 Interest Account not previously credited;

SECOND, no later than the Business Day next preceding each May 1, to the Series 2018A-1 Principal Account and the Series 2018A-2 Principal Account of the Debt Service Fund, an amount from the Series 2018A-1 Revenue Account and the Series 2018A-2 Revenue Account equal to the principal amount of Series 2018A-1 Bonds and Series 2018A-2 Bonds, respectively, Outstanding and maturing on such May 1, if any, less any amounts on deposit in the Series 2018A-1 Principal Account and the Series 2018A-2 Principal Account not previously credited;

THIRD, no later than the Business Day next preceding each May 1, to the Series 2018A-l Sinking Fund Account and Series 2018A-2 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2018A-1 Revenue Account and the Series 2018A-2 Revenue Account, respectively, equal to the principal amount of Series 2018A-1 Bonds and Series 2018A-2 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2018A-1 Sinking Fund Account and the Series 2018A-2 Sinking Fund Account, respectively, not previously credited;

FOURTH, upon receipt but no later than the Business Day next succeeding each Interest Payment Date, to the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account, an amount from the Series 2018A-1 Revenue Account or the Series 2018A-2 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2018A-1 Debt Service Reserve Requirement and the Series 2018A-2 Debt Service Reserve Requirement, respectively;

FIFTH, prior to any other date on which Series 2018A-3 Bonds are to be redeemed that is not on Interest Payment Date, an amount equal to interest accrued on such Series 2018A-3 Bonds to be redeemed.

24

FIFTH, subject to the following paragraph, the balance of any moneys remaining after making the foregoing deposits shall remain in the Series 2018A-1 Revenue Account and the Series 2018A-2 Revenue Account, respectively, unless pursuant to the Arbitrage Certificate it is necessary to make a deposit into the Rebate Fund, in which case the Issuer shall direct the Trustee in writing to make such deposit thereto.

On or after each November 2, the Trustee shall transfer to the Issuer, at the Issuer's written direction, the balance on deposit in the Series 2018A-1 Revenue Account or Series 2018A-2 Revenue Account, as applicable, on such November 2 to be used for any lawful purpose of the Issuer; provided, however, that on the date of such proposed transfer the amount on deposit in the Series 2018A-1 Debt Service Reserve Account and the Series 2018A-2 Debt Service Reserve Account shall be equal to the Series 2018A-1 Debt Service Reserve Requirement and the Series 2018A-2 Debt Service Reserve Requirement, respectively, and, provided, further, that no notice of an Event of Default under the Indenture has been delivered to the Trustee, including the payment of Trustee's fees and expenses then due. If there is a deficiency in the amounts required by paragraphs FIRST through FOURTH above, amounts on deposit shall be applied pro rata between the applicable Series 2018A-1 Account and Series 2018A-2 Account.

SECTION 4.03. Power to Issue Series 2018A-1/2 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2018A-l/2 Bonds, to execute and deliver the Indenture and to pledge the Pledged Revenues for the benefit of the Series 2018A-l/2 Bonds to the extent set forth herein. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Series 2018A-l/2 Bonds, except for Bonds issued to refund all or a portion of the Series 2018A-l/2 Bonds. The Series 2018A-l/2 Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indenture and all the rights of the Owners of the Series 2018A-1/2 Bonds under the Indenture against all claims and demands of all persons whomsoever.

SECTION 4.04. Series 2018A-1/2 Project to Conform to Plans and Specifications; Changes. The Issuer will proceed to complete the Series 2018A-1/2 Project, as described in the Engineer's Report and on Exhibit A hereto, in accordance with the plans and specifications therefor, as such plans and specifications may be amended by the Issuer from time to time; provided that prior to any such amendment of the plans and specifications for the Series 2018A-1/2 Project (including any amendment to Exhibit A hereto), the Consulting Engineer shall have delivered its certificate approving the proposed amendment to such plans and specifications.

SECTION 4.05.      Prepayments; Removal of Special Assessment Liens.

(a)	At any time any owner of property subject to the Series 2018A-1 Special

Assessments or the Series 2018A-2 Special Assessments may, at its option, or under certain

25

circumstances described in the Assessment Resolutions in connection with Prepayments derived from application of the "true -up" mechanism therein, require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2018A-1 Special Assessments or the Series 2018A-2 Special Assessments by paying to the Issuer all or a portion of the Series 2018A-1 Special Assessment or the Series 2018A-2 Special Assessment, respectively, which shall constitute Series 2018A-1 Prepayments or Series 2018A-2 Prepayments, as applicable, as directed in writing by the Issuer pursuant to the provisions of Section 4.0l(h)(ii) of this First Supplemental Indenture, plus accrued interest to the next succeeding Redemption Date (or the second succeeding Redemption Date if such prepayment is made within forty-five (45) calendar days before a Redemption Date), attributable to the property subject to Series 2018A-1 Special Assessment or Series 2018A-2 Special Assessment owned by such owner; provided, however, to the extent that such payments are to be used, is so provided under Section 4.0l(f)(ii) to redeem (i) Series 2018A-1 Bonds in the event the amount in the Series 2018A-1 Debt Service Reserve Account will exceed the Series 2018A-1 Debt Service Reserve Requirement as a result of a Series 2018A-1 Prepayment in accordance with this Section 4.0S(a) and the resulting redemption in accordance with Section 3.0l(c)(i) of this First Supplemental Indenture of Series 2018A-1 Bonds, the excess amount above the Series 2018A-1 Debt Service Reserve Requirement shall be transferred from the Series 2018A-1 Debt Service Reserve Account to the Series 2018A-1 Prepayment Account of the Series 2018A-l Bond Redemption Fund, as a credit against the Series 2018A-1 Prepayment otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the Issuer together with a certificate of a Responsible Officer of the Issuer stating that [there is no Event of Default and], after giving effect to such transfers sufficient moneys will be on deposit in the Series 2018A-1 Debt Service Reserve Account to equal or exceed the Series 2018A-1 Debt Service Reserve Requirement and accompanied by cash flows which demonstrate that, after giving effect to the proposed redemption of Series 2018A-1 Bonds, there will be sufficient Pledged Revenues to pay the principal and interest, when due, on all Series 2018A-1 Bonds that will remain Outstanding, or (ii) Series 2018A-2 Bonds in the event the amount in the Series 2018A-2 Debt Service Reserve Account will exceed the Series 2018A-2 Debt Service Reserve Requirement as a result of a Series 2018A-2 Prepayment in accordance with this Section 4.0S(a) and the resulting redemption in accordance with Section 3.0l(c)(i) of this First Supplemental Indenture of Series 2018A-2 Bonds, the excess amount above the Series 2018A-2 Debt Service Reserve Requirement shall be transferred from the Series 2018A-2 Debt Service Reserve Account to the Series 2018A-2 Prepayment Account of the Series 2018A-2 Bond Redemption Fund, as a credit against the Series 2018A-2 Prepayment otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the Issuer together with a certificate of a Responsible Officer of the Issuer stating that [there is no Event of Default and], after giving effect to such transfers sufficient moneys will be on deposit in the Series 2018A-2 Debt Service Reserve Account to equal or exceed the Series 2018A-2 Debt Service Reserve Requirement and accompanied by cash flows which demonstrate that, after giving effect to the proposed redemption of Series 2018A-2 Bonds, there will be sufficient Pledged Revenues to pay the principal and interest, when due, on all Series 2018A-2 Bonds that will remain Outstanding. The written instructions shall be delivered to the Trustee on the 46th day prior to a Redemption Date.

26

(b) Upon receipt of Series 2018A-1 Prepayments or Series 2018A-2 Prepayments as described in paragraph (a) above, which includes accrued interest to the next succeeding Redemption Date (or the second succeeding Redemption Date if such prepayment is made within forty-five (45) calendar days before a Redemption Date), subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee and clearly identify in writing such amounts as a Series 2018A-1 Prepayment or Series 2018A-2 Prepayment, respectively, and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by the District Manager, to the effect that the Series 2018A-1 Special Assessment or Series 2018A-2 Special Assessment has been paid in whole or in part and that such Series 2018A-1 Special Assessment lien or Series 2018A-2 Special Assessment lien is thereby reduced, or released and extinguished, as the case may be. Upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the Series 2018A-1 Prepayment Account of the Series 2018A-1 Bond Redemption Fund or the Series 2018A-2 Prepayment Account of the Series 2018A-2 Bond Redemption Fund to be applied in accordance with Section 4.0l(h)(ii) of this First Supplemental Indenture, to the redemption of Series 2018A-1 Bonds or Series 2018A-2 Bonds in accordance with Section 3.0l(b)(i) or 3.0l(c)(i) of this First Supplemental Indenture.

		ARTICLEV					
SECTION 5.01.	ADDITIONAL COVENANTS OF THE ISSUER	Assessments.		
	Collection	of	Series	2018A-1/2	Special			
Notwithstanding Section 9.04 of the Master Trust Indenture, the	Series 2018A-1/2 Special		
Assessments shall be directly collected and enforced by the Issuer pursuant to the provisions of		
the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes		
thereto; provided, however, Series 2018A-2 Special Assessments levied on platted lots not		
owned by the Developer and pledged	hereunder to secure the Series 2018A-2 Bonds will be		
collected pursuant to	the Uniform Method	pursuant	to Section	9.04 of the	Master Trust		
Indenture. The Issuer covenants to enter into a Property Appraiser and Tax Collector Agreement with the County in order to comply with the provisions of this Section.

Notwithstanding the immediately preceding paragraph or any other provision in the Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the written direction of the Majority Owners of the Series 2018A-l/2 Bonds, requests that the Issuer not use the Uniform Method, but instead collect and enforce Series 2018A-l/2 Special Assessments pursuant to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the Issuer shall collect and enforce said Series 2018A-l/2 Special Assessments in the manner and pursuant to the method so requested by the Trustee.

27

Any Series 2018A-1/2 Special Assessments that are not collected pursuant to the Uniform Method shall be billed directly to the applicable landowner and be payable not later than thirty (30) days prior to each Interest Payment Date.

SECTION 5.02. Additional Covenant Regarding Series 2018A-1/2 Special Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in the Indenture, the Issuer covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2018A-1/2 Special Assessments, including the Assessment Resolution and the Assessment Methodology, and to levy the Series 2018A-l/2 Special Assessments and any required true-up payments set forth in the Assessment Methodology, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2018A..:1/2 Bonds, when due. The Assessment Methodology shall not be amended in a manner that materially impacts the methodology used therein without written consent of the Majority Owners of the Series 2018A-1/2 Bonds.

SECTION 5.03. Foreclosure of Assessment Lien. Notwithstanding Section 9.06 of the Master Indenture or any other provision of the Indenture to the contrary, the following provisions shall apply with respect to the Series 2018A-l/2 Special Assessments and Series 2018A-1/2 Bonds.

If any property shall be offered for sale for the nonpayment of any Series 2018A-1/2 Special Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2018A-1/2 Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount equal to the balance due on the Series 2018A-1/2 Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special purpose entity title to the property for the benefit of the Owners of the Series 2018A-l/2 Bonds; provided that the Trustee shall have the right, acting at the written direction of the Majority Owners of the Series 2018A-1/2 Bonds, but shall not be obligated, to direct the District with respect to any action taken pursuant to this Section. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the related Series 2018A-1 Revenue Account or Series 2018A-2 Revenue Account. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for sale of property acquired by it as trustee for the Owners of the Series 2018A-l/2 Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners of the Series 2018A-l/2 Bonds.

SECTION 5.04. No Parity Bonds; Limitation on Parity Liens. The Issuer covenants and agrees that so long as there are any Series 2018A-1/2 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Pledged Revenues, except for refunding bonds. The Issuer further covenants and agrees that so long as the Series 2018A-1/2

28

Special Assessments have not been Substantially Absorbed, it shall not issue any Bonds secured by Special Assessments for capital projects on lands subject at such time to the Series 2018A-1/2 Special Assessments without the consent of the Majority Owners; provided, however, that the foregoing shall not preclude the imposition of Special Assessments for capital projects necessary for health, safety, and welfare reasons, to remediate a natural disaster, or imposed prior to the issuance of the Series 2018A-1/2 Bonds.

SECTION 5.05.      Reserved.

SECTION 5.06. Acknowledgment Regarding Series 2018A-1/2 Acquisition and Construction Account Moneys Following an Event of Default. In accordance with the provisions of the Indenture, upon the occurrence of an Event of Default with respect to the Series 2018A-1/2 Bonds, the Series 2018A-l/2 Bonds are payable solely from the Pledged Revenues and any other moneys held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, upon the occurrence of an Event of Default with respect to the Series 2018A -l/2 Bonds, (i) the Pledged Revenues includes, without limitation, all amounts on deposit in the Series 2018A-l/2 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, (ii) the Pledged Revenues may not be used by the Issuer (whether to pay Costs of the Series 2018A-1/2 Project or otherwise) without the consent of the Majority Owners of the Series 2018A-1/2 Bonds and (iii) the Pledged Revenues may be used by the Trustee, at the written direction or with the written approval of the Majority Owners of the Series 2018A-1/2 Bonds, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture or as otherwise provided in the Master Indenture.

SECTION 5.07. Enforcement of True-Up Av:eement and Completion Agreement. The District, either through its own actions, or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the provisions of the Completion Agreement and the True-Up Agreement, and, upon the occurrence and continuance of a default under either or both of such Agreements, the District covenants and agrees that the Trustee, at the written direction of the Majority Owners of the Series 2018A -l/2 Bonds shall act on behalf of, and in the District's stead, to enforce the provisions of such Agreements and to pursue all available remedies under applicable law or in equity. Anything herein or in the Master Indenture to the contrary notwithstanding, failure of the District to enforce, or permit the Trustee to enforce in its stead, all of the provisions of the Completion Agreement and the True-Up Agreement upon demand of the Majority Owners of the Series 2018A-1/2 Bonds, or the Trustee at the written direction of the Majority Owners of the Series 2018A-l/2 Bonds, shall constitute an Event of Default under the Indenture without benefit of any period for cure.

SECTION 5.08. Assignment of District's Rights Under Collateral Assignment. The District hereby assigns its rights under the Collateral Assignment to the Trustee for the benefit of the Owners, from time to time, of Bonds Outstanding under the Indenture. The Trustee shall

29

act in accordance with the written directions of the Majority Owners of the Series 2018A-l/2 Bonds. SECTION 5.09. Application of Section 9.31 of Master Indenture. With respect to the Series 2018A-l/2 Bonds, the covenants of Section 9.31 of the Master Indenture shall not require the Issuer to impose additional assessments, taxes, or other similar amounts, the imposition of which would require an action of the governing body of the Issuer.

ARTICLE VI

MISCELLANEOUS PROVISIONS
SECTION 6.01. Interpretation of Supplemental Indenture. This First Supplemental Indenture amends and supplements the Master Indenture with respect to the Series 2018A-l/2 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this First Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and the Supplemental Indenture shall be read and construed as one document.

SECTION 6.02. Amendments. Any amendments to this First Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.

SECTION 6.03. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 6.04. Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this First Supplemental Indenture are hereby incorporated herein and made a part of this First Supplemental Indenture for all purposes.

SECTION 6.05. Payment Dates. In any case in which an Interest Payment Date, principal payment date or the maturity date of the Series 2018A-l/2 Bonds or the date fixed for the redemption of any Series 2018A-l/2 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.

SECTION 6.06. No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Series 2018A-1/2 Bonds.

30

SECTION 6.07. Patriot Act Requirements of Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non -individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

SECTION 6.08. Brokerage Requirements. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

31

Canopy Community Development District has caused this First SupplementalINWITNESSTrustWHEREOF,Indenture to be executed by the Chair of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by an Assistant Secretary of its Board of Supervisors and U.S. Bank National Association has caused this First Supplemental Trust Indenture to be executed by one of its Vice Presidents, all as of the day and year first above written.
SEAL	CANOPY COMMUNITY DEVELOPMENT		
Attest:	DISTRICT			
	B y : - - - - - - - - - - - - - - -			
				
Assistant Secretary,	Chair, Board of Supervisors			
Board of Supervisors	U.S. BANK NATIONAL ASSOCIATION,		
	as Trustee			
	By:	_		
	_ _ _ _ _ _ _ _ _ _ _			
	Vice President			

32

EXHIBIT A

THE SERIES 2018A-1/2 PROJECT

Descri12tion	Cost	

On-Site Roadway

Drainage

Utility

Recreation

Wetland Mitigation

33

Draft4

April _ J     2018

SECOND SUPPLEMENT AL TRUST INDENTURE

BETWEEN

CANOPY COMMUNITY DEVELOPMENT DISTRICT

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

Dated as of May 1, 2018

Authorizing and Securing

$[C]
CANOPY COMMUNITY DEVELOPMENT DISTRICT

(Tallahassee, Florida)

Special Assessment Bonds, Series 2018A-3

26779/001/01342161.DOCXv6

TABLE OF CONTENTS

Page

ARTICLE I    DEFINITIONS	3

ARTICLE II    11-IE SERIES 2018A-3 BONDS	8

SECTION 2.01.      Amounts and Terms of Series 2018A-3 Bonds; Issue of Series

2018A-3 Bonds	8

SECTION 2.02.      Execution	8

SECTION 2.03.      Autltentication	8

SECTION 2.04.      Purpose, Designation and Denominations of, and Interest
Accruals on, tlte Series 2018A-3 Bonds	8
SECTION 2.05.      Debt Service on tlte Series 2018A-3 Bonds	109

SECTION 2.06.      Disposition of Series 2018A-3 Bond Proceeds	10

SECTION 2.07.      Book-Entry Form of Series 2018A-3 Bonds	.................................................

SECTION 2.08.      Appointment of Registrar and Paying Agent	11

SECTION 2.09.      Conditions Precedent to the Issuance of Series 2018A-3 Bonds	11

ARTICLE III   REDEMPTION OF SERIES 2018A-3 BONDS	12

SECTION 3.01.      Redemption Dates and Prices	12

SECTION 3.02.      Notice of Redemption	15

ARTICLE IV   ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL

COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL

ASSESSMENT LIENS	15

SECTION 4.01.      Establishment of Certain Funds and Accounts	15

SECTION 4.02.      Series 2018A-3 Revenue Account	19

SECTION 4.03.      Power to Issue Series 2018A-3 Bonds and Create Lien	20

SECTION 4.04.      Series 2018A-3 Project to Conform to Plans and Specifications;

Changes	20

SECTION 4.05.      Prepayments; Removal of Special Assessment Liens	20

ARTICLEV    ADDffiONAL COVENANTS OF 11-IE ISSUER	21

SECTION 5.01.      Collection of Series 2018A-3 Special Assessments	21

SECTION 5.02.      Additional Covenant Regarding Series 2018A-3 Special

Assessments	22

SECTION 5.03.      Foreclosure of Assessment Lien	22

SECTION 5.04.      No Parity Bonds; Limitation on Parity Liens	23

SECTION 5.05.      Reserved	23

SECTION 5.06.      Acknowledgment Regarding Series 2018A-3 Acquisition and

Construction Account Moneys Following an Event of Default	23

SECTION 5.07.      Enforcement of True-Up Agreement and Completion

Agreement	23

26779/001/01342161.DOCXv6	i

SECTION 5.08.      Assignment of District's Rights Under Collateral Assignment	24

SECTION 5.09.      Application of Section 9.31 of Master Indenture	24

ARTICLE VI   MISCELLANEOUS PROVISIONS	24

SECTION 6.01.      Interpretation of Supplemental Indenture	24

SECTION 6.02.      Amendments	24

SECTION 6.03.      Counterparts	24

SECTION 6.04.      Appendices and Exhibits	24

SECTION 6.05.      Payment Dates	25

SECTION 6.06.      No Rights Conferred on Others	25

SECTION 6.07.      Patriot Act Requirements of Trustee	25

SECTION 6.08.      Brokerage Requirements	25

26779/001/01342161.DOCXv6	ii

THIS SECOND SUPPLEMENTAL TRUST INDENTURE dated as of May 1, 2018 (the "Second Supplemental Indenture") between CANOPY COMMUNITY DEVELOPMENT DISTRICT (the "Issuer" or the "District"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation having the authority to exercise corporate trust powers (said bank and any bank or trust company becoming successor trustee under this Second Supplemental Indenture being hereinafter referred to as the "Trustee");

W I T N E S S E T H:

WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), by Ordinance No. 17-0-08 enacted by the City Commission of the City of Tallahassee, Florida (the "City"), on April 5, 2017 and effective on May 24, 2017, for the purpose, among other things, of financing and managing the design, acquisition, construction, maintenance, and operation of systems, facilities and basic infrastructure within and without the boundaries of the premises to be governed by the Issuer; and

WHEREAS, the premises to be governed by the Issuer (referred to herein as the "District Lands") are described more fully in Exhibit A to the Master Trust Indenture dated as of May 1, 2018 (the "Master Indenture"), between the District and the Trustee, and currently consists of approximately 424.17 acres of land located entirely within the City; and

WHEREAS, the Issuer has been created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and

WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and construction of certain public infrastructure and associated professional fees and incidental costs related thereto pursuant to the Act for the special benefit of the District Lands (as further described in Exhibit B to the Master Indenture, the "Capital Improvement Program"); and

WHEREAS, the Board of Supervisors of the Issuer (the "Board") duly adopted Resolution No. 2018-01 on October 23, 2017 (the "Initial Bond Resolution"), authorizing, among other things, the issuance, in one or more series, of not to exceed $110,000,000 aggregate principal amount of its Canopy Community Development District Special Assessment Bonds in order to pay all or a portion of the costs of the planning, financing, acquisition, construction, reconstruction, equipping and installation of the Capital Improvement Program; and

WHEREAS, the District's Resolution 2018-07 was duly adopted by the Board May 1, 2018 (together with the Initial Bond Resolution, the "Resolution"), authorizing, among other things, the sale of its Special Assessment Bonds, Series 2018A-3 (the "Series 2018A-3 Bonds") which are issued hereunder, as one Series of Bonds under, and as defined in, the Master

1

Indenture, and has authorized the execution and delivery of the Master Indenture and this Second Supplemental Indenture to secure the issuance of the Series 2018A-3 Bonds and to set forth the terms of the Series 2018A-3 Bonds; and

WHEREAS, simultaneously with the issuance of the Series 2018A-3 Bonds, the District is issuing its Canopy Community Development District Special Assessment Bonds, Series 2018A-1 (the "Series 2018A-1 Bonds") and the Canopy Community Development District Special Assessment Bonds, Series 2018A-2 (the "Series 2018A-2 Bonds" and, together with the Series 2018A-1 Bonds, the "Series 2018A-l/2 Bonds"), which are separately secured and issued as a separate Series of Bon.ds under the Master Indenture pursuant to a First Supplemental Trust Indenture dated as of May 1, 2018, between the District and the Trustee; and

WHEREAS, simultaneously with the issuance of the Series 2018A-3 Bonds and the Series 2018Al/2 Bonds, the District is issuing its Canopy Community Development District Special Assessment Bonds, Series 2018A-4 (the "Series 2018A-4 Bonds"), which are separately secured and issued as a separate Series of Bonds under the Master Indenture pursuant to a Third Supplemental Trust Indenture dated as of May 1, 2018, between the District and the Trustee; and

WHEREAS, the	District will	apply the proceeds of the Series 2018A-3 Bonds to:	
(i) finance  the  Cost  of	acquiring,	constructing  and  equipping  assessable  improvements	
comprising the Series 2018A-3 Project (as defined herein); (ii) pay certain costs associated with the issuance of the Series 2018A-3 Bonds; (iii) make a deposit into the Series 2018A-3 Debt Service Reserve Account which account will be held for the benefit of all of the Series 2018A-3 Bonds, without privilege or priority of one Series 2018A-3 Bond over another; and (iv) pay the interest to become due on the Series 2018A-3 Bonds and payable on November 1, 2018; and

WHEREAS, the Series 2018A-3 Bonds will be secured by a pledge of the Pledged Revenues (as hereinafter defined) to the extent provided herein, which Pledged Revenues consist primarily of the Series 2018A-3 Special Assessments (as hereinafter defined) levied on that portion of the District Lands benefitted by the Series 2018A-3 Project; and

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH, that to provide for the issuance of the Series 2018A-3 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2018A-3 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2018A-3 Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to the Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series 2018A-3 Bonds issued hereunder, and any Bonds issued on a parity with the Series

2

2018A-3 Bonds, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:
the same and any other revenues, property, contracts or contractTOrights,HAVEaccountsAND TOreceivable,HOLD chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien created by the Indenture.

for the equal and ratable benefit and security of all present INandTRUSTfuture NEVERTHELESS,OwnersoftheSeries 2018A-3 Bonds issued and to be issued under this Second Supplemental Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this Second Supplemental Indenture) of any one Series 2018A-3 Bond over any other Series 2018A-3 Bond, all as provided in the Indenture (as hereinafter defined), and any Bonds issued on a parity with the Series 2018A-3 Bonds.

that if the Issuer, its successors or assigns, shall well and truly pay, or PROVIDED,causetobepaid,HOWEVER,ormake due provision for the payment of the principal or redemption price of the Series 2018A-3 Bonds issued, and any Bonds issued on a parity with the Series 2018A-3 Bonds, secured and Outstanding hereunder and the interest due or to become due thereon, at the times and in the manner mentioned in such Series 2018A-3 Bonds and the Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this Second Supplemental Indenture and the rights hereby granted shall cease and terminate, otherwise this Second Supplemental Indenture to be and remain in full force and effect.

ARTICLE I

DEFINITIONS
In this Second Supplemental Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires:

"Acquisition Agreement" shall mean that certain Acquisition, Construction, Installation, Developer Funding and Reimbursement Agreement, dated _ _ _ _ _ , by and between the District and the Developer.

"Arbitrage Certificate" shall mean that certain Arbitrage Certificate of the Issuer, dated May [Date], 2018, relating to certain restrictions on arbitrage under the Code.

3

"Assessment Methodology" shall mean, collectively, the Canopy Community Development District Master Assessment Methodology dated August 16, 2017, as supplemented by the [Final Supplemental Assessment Methodology] dated April _ J 2018, each as prepared by the Methodology Consultant and relating to the Series 2018A-3 Bonds, the Series 2018A-4 Bonds, and the Series 2018A-l/2 Bonds, including, without limitation, all exhibits and appendices thereto.

"Assessment Resolutions" shall	mean Resolution Nos. _ _	2017-_ J   2017-_ J   2018-_		
and 2018-_ of the Issuer a d o p t e d - -	-	2017, - -	2017, - - -	2017 and _ _ _	,	
2017, respectively, as amended and supplemented from time to time.

"Authorized Denomination" shall mean, with respect to the Series 2018A-3 Bonds, $5,000 or any integral multiple thereof; provided however, that the Series 2018A-3 Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of $5,000 in excess of $100,000.

"Collateral Assignment" shall mean the Collateral Assignment and Assumption of Development Rights, dated May [Date], 2018, by the Developer in favor of the Issuer.

"Completion Agreement" shall mean the Completion Agreement by and between the District and the Developer, dated May [Date], 2018, as such agreement may be modified from time to time.

"Declaration of Consent" shall mean the Declaration of Consent to Jurisdiction of Canopy Community Development District and to Imposition of Special Assessments, dated May [Date], 2018, delivered by the Developer.

"Designated Member" shall mean, in the case of the absence or inability of the Chair to act, the Vice Chair, Secretary, or any Assistant Secretary.

"Developer" shall mean Ox Bottom Mortgage Holdings, LLC, a Florida limited liability company, and any affiliate or any entity which succeeds to all or any part of the respective interests and assumes any or all of the respective responsibilities of said entities, as the developers of the District Lands.

"District Manager" shall mean the person or entity serving as the Issuer's District Manager from time to time. The initial District Manager shall be Governmental Management Services - Central Florida, LLC.

"Electronic Means" or "electronic means" shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.

"Engineer's Report" shall mean the Supplemental Engineer's Report #1 dated [March 2018], as prepared by Greenman-Pedersen, Inc., and as amended and supplemented to date.

4

		"Indenture" shall mean, collectively, the Master Indenture and this Second Supplemental		
Indenture.							
		"Interest Payment Date" shall mean May 1 and November 1 of each year, commencing		
November 1, 2018.							
		"Methodology Consultant" shall mean, initially, Governmental Management Services -		
Central Florida, LLC, or such successor Methodology Consultant appointed by the District.			
		"Paying Agent" shall mean the Trustee, and its successors and assigns as	Paying Agent		
hereunder.				Bonds (a)	all		
		"Pledged Revenues" shall mean, with respect to the Series 2018A-3				
revenues received by the Issuer from the Series 2018A-3 Special Assessments levied and		
collected on that portion of the District Lands benefited by the Series 2018A-3 Project, including,		
without limitation, amounts received from any foreclosure proceeding for the enforcement of		
collection of such Series 2018A-3 Special Assessments or from the issuance and sale of tax		
certificates with respect to such Series 2018A-3 Special Assessments, and (b) all moneys on		
deposit in the Funds and Accounts established under the Indenture; provided, however, that		
Pledged Revenues shall not include (A) any revenues received by the District	in connection		
with Special Assessments levied to secure the Series 2018A-l/2 Bonds or the Series 2018A-4		
Bonds, (B) any moneys transferred to the Rebate Fund, or investment earnings thereon and			
"special assessments" levied and collected by	the Issuer under Section 190.022 of the Act for		
							(C)		
maintenance purposes or "maintenance special assessments" levied and collected by the Issuer		
under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the		
Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B)	and		
(C)	of this proviso).							
		"Redemption Date" shall mean February 1, May 1, August 1 and November 1.			
					
		"Registrar" shall mean the Trustee,	and its successors and  assigns	as Registrar		
hereunder.		th)	day (whether or not a Business		
		"Regular Record Date" shall mean the fifteenth (15				
Day) of the calendar month next preceding each Interest Payment Date.				
		"Resolution" shall mean, collectively, Resolution 2018-01 of the Issuer adopted on		
October 23, 2017, as supplemented by Resolution 2018-07 of the Issuer adopted on May 1, 2018.		
dated	"Second Supplemental Indenture" shall mean this Second Supplemental Trust Indenture		
	as of May 1, 2018, by and between the Issuer and the Trustee, as supplemented or		
amended.							

5

"Series 2018A-3 Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.0l(a) of this Second Supplemental Indenture.

"Series 2018A-3 Bond Redemption Fund" shall mean the Series 2018A-3 Bond Redemption Fund established pursuant to Section 4.0l(g) of this Second Supplemental Indenture.

"Series 2018A-3 Costs of Issuance Subaccount" shall mean the Account so designated, established as a separate Subaccount within the Series 2018A-3 Acquisition and Construction Account pursuant to Section 4.0l(a) of this Second Supplemental Indenture.

"Series 2018A-3 Debt Service Reserve Account" shall mean the Account so designated, established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.0l(f) of this Second Supplemental Indenture.

"Series 2018A-3 Debt Service Reserve Requirement" shall mean, an amount equal to fifty percent (50%) of the maximum annual Debt Service Requirement for the Series 2018A-3 Bonds as of any date of calculation as provided for herein, which initially is $_ _ _ _ _ _

"Series 2018A-3 General Account" shall mean the Account so designated, established as a separate Account under the Series 2018A-3 Bond Redemption Fund pursuant to Section 4.0l(g) of this Second Supplemental Indenture.

"Series 2018A-3 Interest Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(d) of this Second Supplemental Indenture.

"Series 2018A-3 Lands" shall mean that portion of the District Lands subject to the lien of th Series 2018A-3 Special Assessments.

"Series 2018A-3 Prepayment" shall mean the payment by any owner of property of the amount of Series 2018A-3 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments and prepayments which become due pursuant to the "true-up" mechanism contained in the Assessment Resolutions and the True-Up Agreement. "Prepayments" shall include, without limitation, Series 2018A-3 Prepayment Principal.

"Series 2018A-3 Prepayment Account" shall mean the Account so designated, established as a separate Account under the Series 2018A-3 Bond Redemption Fund pursuant to Section 4.0l(g) of this Second Supplemental Indenture.

"Series 2018A-3 Prepayment Principal" shall mean the portion of a Prepayment corresponding to the principal amount of Series 2018A-3 Special Assessments being prepaid.

6

"Series 2018A-3 Principal Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(c) of this Second Supplemental Indenture.

"Series 2018A-3 Project" shall mean the portion of the Capital Improvement Program within Assessment Area _ _ (as described in the Engineer's Report) financed with proceeds of the Series 2018A-3 Bonds, as shown on Exhibit A hereto.

"Series 2018A-3 Revenue Account" shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.0l(b) of this Second Supplemental Indenture.

"Series 2018A-3 Sinking Fund Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(e) of this Second Supplemental Indenture.

"Series 2018A-3 Special Assessments" shall mean the Special Assessments levied on that portion of the District Lands specially benefitted by the Series 2018A-3 Project or any portion thereof, which assessments correspond in amount to the debt service on the Series 2018A-3 Bonds. "True-Up Agreement" shall mean the True-Up Agreement, between the District and the Developer, dated May [Date], 2018.

"Trustee" shall mean U.S. Bank National Association, a national bank, and its successors and assigns.

"Uniform Method" shall mean the uniform method for the levy, collection and enforcement of Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, as amended.

The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the forms of Series 2018A-3 Bonds), refer to the entire Indenture.

Every "request," "requisition," "order," "demand," "application," "notice," "statement," "certificate," "consent," or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by a Responsible Officer of the Issuer.

All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

7

ARTICLE II

THE SERIES 2018A-3 BONDS

SECTION 2.01. Amounts and Terms of Series 2018A-3 Bonds: Issue of Series 2018A-3 Bonds. No Series 2018A-3 Bonds may be issued under this Second Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.

(a)	The total principal amount of Series 2018A-3 Bonds that may be issued under this Second Supplemental Indenture is expressly limited to $[CJ. The Series 2018A-3 Bonds shall be numbered consecutively from RA3-1 and upwards.

(b)	Any and all Series 2018A-3 Bonds shall be issued substantially in the form

attached as Exhibit C to the Master Indenture, with such appropriate variations, omissions and insertions as are permitted or required by the Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution and this Second Supplemental Indenture. The Issuer shall issue the Series 2018A-3 Bonds upon execution of this Second Supplemental Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer's written request, authenticate such Series 2018A-3 Bonds and deliver them as specified in the request.

SECTION 2.02. Execution. The Series 2018A-3 Bonds shall be executed by the Issuer as set forth in the Master Indenture.

SECTION 2.03. Authentication. The Series 2018A-3 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2018A-3 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.

SECTION 2.04. Purpose, Designation and Denominations of. and Interest Accruals on. the Series 2018A-3 Bonds.

(a)	The Series 2018A-3 Bonds are being issued hereunder in order to provide

funds to (i) pay the Costs of the Series 2018A-3 Project, (ii) fund the Series 2018A-3 Debt Service Reserve Account, (iii) pay the costs of issuance of the Series 2018A-3 Bonds, and (iv) pay the interest to become due on the Series 2018A-3 Bonds and payable on November 1, 2018. The Series 2018A-3 Bonds shall be designated "Canopy Community Development District (Tallahassee, Florida) Special Assessment Bonds, Series 2018A-3," and shall be issued as fully registered bonds without coupons in Authorized Denominations.

(b)	The Series 2018A-3 Bonds shall be dated the date of original issuance

thereof. Interest on the Series 2018A-3 Bonds shall be payable on each Interest Payment Date to

8

maturity or prior redemption. Interest on the Series 2018A-3 Bonds	shall be payable from the		
most recent Interest Payment Date next preceding the date of authentication thereof to which		
interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to		
which interest has been paid, in which case from such date of authentication, or unless the date		
of authentication thereof is prior to November 1, 2018, in which case from the date	of original		
issuance of the Series 2018A-3 Bonds, or unless the date of authentication thereof is between a		
Record Date and the next succeeding Interest Payment Date, in which case from such Interest		
Payment Date. (c)	Except as otherwise provided in Section 2.07 of this Second Supplemental		
Indenture in connection with a book-entry only system of registration of the Series 2018A-3		
Bonds, the principal or Redemption Price of the Series 2018A-3 Bonds shall be payable in lawful		
money of the United States of America at the designated corporate trust office of the Paying		
Agent upon presentation of such Series 2018A-3 Bonds.  Except as otherwise provided in		
Section 2.07 of this Second		Supplemental Indenture in connection with a book-entry only		
system of registration of the Series 2018A-3 Bonds, the payment of interest on the Series 2018A-3		
Bonds shall be made on each Interest Payment Date to the Owners of the Series 2018A-3 Bonds		
by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment		
Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar		
as of the close of business on the Regular Record Date, at his address as it appears on the Bond		
Register. Any interest on any Series 2018A-3 Bond which is payable, but is not punctually paid		
or provided for on any Interest Payment Date (hereinafter called "Defaulted Interest") shall be		
paid to the Owner in whose name the Series 2018A-3 Bond is registered at the close of business		
on a Special Record	Date to	be fixed by the Trustee, such date to be not more than fifteen (15)		
nor less than ten (10) days prior to the date of proposed payment.		The Trusteethshall cause		
notice of the proposed payment of such Defaulted Interest and the Special Record Date)	therefor		
to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5	day prior		
to such mailing, at his address as it appears in the Bond Register not less than ten (10) days		
prior to such Special Record Date. The foregoing notwithstanding, any Owner of Series 2018A-		
3 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest		
paid by wire transfer to such Owner to the bank account number on file with the Paying Agent,		
upon requesting the same in a writing received by the Paying Agent at least fifteen (15) days		
prior to the relevant Interest Payment Date, which writing shall specify the bank, which shall be		
a bank within the	continental United States, and bank account number to which interest		
payments are to be wired. Any such request for interest payments by wire transfer shall remain		
in effect until rescinded or changed, in a writing delivered by the Owner to the Paying Agent,		
and any such rescission or change of wire transfer instructions must be received by the Paying		
Agent at least fifteen (15) days prior to the relevant Interest Payment Date.				
SECTION 2.05.		Debt Service on the Series 2018A-3 Bonds.				
(a)				in the years, be issued in		
	The Series 2018A-3 Bonds will mature on May	1			
the principal amounts and bear interest at the rates per annum, subject to the right of prior redemption in accordance with their terms, as follows.

9

Maturity Date      Principal Amount     Interest Rate

(b)	Interest on the Series 2018A-3 Bonds will be computed in all cases on the

basis of a 360-day year comprised of twelve 30-day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2018A-3 Bonds on the day before the default occurred.

SECTION 2.06.	Disposition of Series 2018A-3 Bond Proceeds.  From the	net	
				
proceeds of the Series 2018A-3 Bonds received by the Trustee, which shall be $_ _ _ _	_	
(reflecting the aggregate principal amount of the Series 2018A-3 Bonds of $[C].00 less [original

issue discount of $_ _ _   __, and less] an underwriter's discount of $_ _ _ _     retained by

the purchaser of the Series 2018A-3 Bonds);

(a)	$_ _ _   __, which is an amount equal to the initial Series 2018A-3 Debt

Service Reserve Requirement, shall be deposited in the Series 2018A-3 Debt Service Reserve Account of the Debt Service Reserve Fund; and
(b)	$_ _ _ _     shall be deposited into the Series 2018A-3 Costs of Issuance
Subaccount of the Series 2018A-3 Acquisition and Construction Account and applied to pay costs of issuance of the Series 2018A-3 Bonds; and

(c)	$_ _ _ _     shall be deposited into the Series 2018A-3 Interest Account

and applied to pay capitalized interest on the Series 2018A-3 Bonds payable on November 1, 2018; and

(d) $ _ _ _ constituting all remaining proceeds of the Series 2018A-3 Bonds, shall be deposited in the Series 2018A-3 Acquisition and Construction Account of the Acquisition and Construction Fund to be applied to pay Costs of the Series 2018A-3 Project in accordance with Article V of the Master Indenture.

SECTION 2.07. Book-Entrv Form of Series 2018A-3 Bonds. The Series 2018A-3 Bonds shall be issued as one fully registered bond per maturity and deposited with The Depository Trust Company, New York, New York ("DTC"), which is responsible for establishing and maintaining records of ownership for its participants.

The Issuer shall enter into a letter of representations with DTC providing for such book-entry only system, in accordance with the provisions of Section 2.11 of the Master Indenture. Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository. If the Issuer does not replace DTC within sixty (60) days of such termination and, in all instances, prior to the next Interest

10

Payment Date, the Issuer will issue replacement Series 2018A-3 Bonds and the Trustee will, at the expense of the Issuer, register and deliver to the Beneficial Owners replacement Series 2018A-3 Bonds in the form of fully registered Series 2018A-3 Bonds in accordance with the instructions from Cede & Co. While the Series 2018A-3 Bonds are registered in book-entry only, presentation of the Series 2018A-3 Bonds is not necessary for payment thereon.

SECTION 2.08. Appointment of Registrar and Paying Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the "Bond Register") for the registration, transfer and exchange of the Series 2018A-3 Bonds, and hereby appoints the Trustee, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. The Trustee hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.

The Issuer hereby appoints the Trustee as Paying Agent for the Series 2018A-3 Bonds. The Trustee hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder.

SECTION 2.09. Conditions Precedent to the Issuance of the Series 2018A-3 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2018A-3 Bonds, all the Series 2018A-3 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:

(a)	Certified copies of the Assessment Resolutions;

(b) Executed originals of the Master Indenture and this Second Supplemental Indenture;

(c) An opinion of Counsel to the District substantially to the effect that (i) the Issuer has been duly established and validly exists as a community development district under the Act, (ii) the Issuer has good right and lawful authority under the Act to undertake the Series 2018A-3 Project being financed with the proceeds of the Series 2018A-3 Bonds, subject to obtaining such licenses, orders or other authorizations as are, at the date of such opinion, required to be obtained from any agency or regulatory body having lawful jurisdiction in order to construct, acquire, own and operate the Series 2018A-3 Project, (iii) all proceedings undertaken by the Issuer with respect to the Series 2018A-3 Special Assessments have been in accordance with Florida law, (iv) the Issuer has taken all action necessary to levy and impose the Series 2018A-3 Special Assessments, and (v) the Series 2018A-3 Special Assessments are legal, valid and binding liens upon the property against which such Series 2018A-3 Special Assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid;

11

(d)	A certificate of a Responsible Officer to the effect that, upon the authentication and delivery of the Series 2018A-3 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this Second Supplemental Indenture; and

(e)	Executed copies of the Acquisition Agreement, Collateral Assignment, Completion Agreement, Declaration of Consent and True-Up Agreement.

Delivery to the Trustee of the net proceeds from the issuance and sale of the Series 2018A-3 Bonds is conclusive evidence of the satisfaction of the conditions precedent for authentication of the Series 2018A-3 Bonds.

ARTICLE III

REDEMPTION OF SERIES 2018A-3 BONDS

SECTION 3.01. Redemption Dates and Prices. The Series 2018A-3 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2018A-3 Bonds shall be made on the dates hereinafter required. If less than all the Series 2018A-3 Bonds are to be redeemed pursuant to an optional redemption or an extraordinary mandatory redemption, the portions of the Series 2018A-3 Bonds to be redeemed shall be selected as provided in Section 8.03 of the Master Indenture unless specifically provided herein. Partial redemptions of Series 2018A-3 Bonds shall be made in such a manner that the remaining Series 2018A-3 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2018A-3 Bond of each maturity.

(a)	Optional Redemption.  The Series 2018A-3 Bonds may, at the option of

the Issuer in writing, be called for redemption prior to matmJty in whole or in part at any time on or after May 1, 2 0 _ (less than all Series 2018A-3 Bonds to be specified by the Issuer in writing), at a Redemption Price equal to 100% of the principal amount of Series 2018A-3 Bonds to be redeemed plus accrued interest from the most recent Interest Payment Date to the date of redemption.

(b)	Extraordinarv Mandatory Redemption in Whole or in Part.  The Series

2018A-3 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Redemption Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Series 2018A-3 Bonds to be redeemed, plus interest accrued to the date of redemption, as follows:

(i)	from Series 2018A-3 Prepayments deposited into the Series 2018A-

3 Prepayment Account of the Series 2018A-3 Bond Redemption Fund following the payment in whole or in part of Series 2018A-3 Special Assessments on any portion of the Series 2018A-3 Lands in accordance with the provisions of Section 4.05(a) of this Second Supplemental Indenture, including any excess moneys transferred from the Series

12

2018A-3 Debt Service Reserve Account to the Series 2018A-3 Prepayment Account of the Series 2018A-3 Bond Redemption Fund resulting from such Series 2018A-3 Prepayment pursuant to Section 4.0l(f)(ii) of this Second Supplemental Indenture.

(ii) on or after the Completion Date of the Series 2018A-3 Project, by application of moneys remaining in the Series 2018A-3 Acquisition and Construction Account of the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Series 2018A-3 Project, which has been transferred as specified in Section 4.0l(a) hereof to the Series 2018A-3 General Account of the Series 2018A-3 Bond Redemption Fund, credited toward extinguishment of the Series 2018A-3 Special Assessments and applied toward the redemption of the Series 2018A-3 Bonds in accordance with the manner it has credited such excess moneys toward extinguishment of Series 2018A-3 Special Assessments which the Issuer shall describe to the Trustee in writing.

(iii) following condemnation or the sale of any portion of the Series 2018A-3 Project to a governmental entity under threat of condemnation by such governmental entity and the payment of moneys which are not to be used to rebuild, replace or restore the taken portion of the Series 2018A-3 Project to the Trustee by or on behalf of the Issuer for deposit into the Series 2018A-3 General Account of the Series 2018A-3 Bond Redemption Fund in order to effectuate such redemption and, which moneys shall be applied by the Issuer to redeem Series 2018A-3 Bonds in accordance with the manner it has credited such moneys toward extinguishment of Series 2018A-3 Special Assessments which the Issuer shall describe to the Trustee in writing.

(iv) following the damage or destruction of all or substantially all of the Series 2018A-3 Project to such extent that, in the reasonable opinion of the Issuer, the repair and restoration thereof would not be economical or would be impracticable, to the extent of amounts paid by the Issuer to the Trustee for deposit to the Series 2018A-3 General Account of the Series 2018A-3 Bond Redemption Fund which moneys shall be applied by the Issuer to redeem Series 2018A-3 Bonds in accordance with the manner it has credited such moneys toward extinguishment of Series 2018A-3 Special Assessments; provided, however, that at least forty-five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the date of redemption and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Series 2018A-3 Project would not be economical or would be impracticable, such certificate upon which the Trustee shall be entitled to rely.

(v) from moneys, if any, on deposit in the Series 2018A-3 Funds and Accounts (other than the Rebate Fund) sufficient to pay and redeem all Outstanding Series 2018A-3 Bonds and accrued interest thereon to the date of redemption in addition to all amounts owed to Persons under the Indenture.

13

(c)	Mandatory Sinking  Fund  Redemption.   The  Series  2018A-3  Bond

maturing May 1, 20_ , is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-3 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

Year	Amortization	Year	Amortization	
M a y l	Installment	Mayl	Installment	

*	Final Maturity.

The Series 2018A-3 Bond maturing May 1, 20_ , is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series '2018A-3 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the
years and in the principal amounts set forth below:			
	. Year	Amortization	Year	Amortization	
	M a y l	Installment	Mayl	Installment	

..  Final Maturity .

The Series 2018A-3 Bond maturing May 1, 20_ , is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-3 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

14

Year	Amortization	Year	Amortization	
Mayl	Installment	Mayl	Installment	

*	Final Maturity.

SECTION 3.02. Notice of Redemption. When required to redeem Series 2018A-3 Bonds under any provision of this Second Supplemental Indenture or directed to redeem Series 2018A-3 Bonds by the Issuer, the Trustee shall give or cause to be given to Owners of the Series 2018A-3 Bonds to be redeemed notice of the redemption, as set forth in Section 8.02 of the Master Indenture.

ARTICLE IV

ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS;

ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL

ASSESSMENT LIENS

SECTION 4.01.      Establishment of Certain Funds and Accounts.

(a)	The Trustee shall establish a separate Account within the Acquisition and

Construction Fund designated as the "Series 2018A-3 Acquisition and Construction Account." Proceeds of the Series 2018A-3 Bonds shall be deposited into the Series 2018A-3 Acquisition and Construction Account in the amount set forth in Section 2.06 of this Second Supplemental Indenture, together with any excess moneys transferred to the Series 2018A-3 Acquisition and Construction Account, and such moneys in the Series 2018A-3 Acquisition and Construction Account shall be applied as set forth in Article V of the Master Indenture and Sections 4.0l(a) and 3.0l(b)(ii) of this Second Supplemental Indenture. After the Completion Date of the Series 2018A-3 Project and after retaining in the Series 2018A-3 Acquisition and Construction Account the amount, if any, of all remaining unpaid Costs of the Series 2018A-3 Project set forth in the Consulting Engineer's Certificate establishing such Completion Date, any funds remaining in the Series 2018A-3 Acquisition and Construction Account shall be transferred to and deposited into the Series 2018A-3 General Account of the Series 2018A-3 Bond Redemption Fund and applied to the extraordinary mandatory redemption of the Series 2018A-3 Bonds. When no funds remain in the Series 2018-3 Acquisition and Construction Account, or in any subaccount therein, the account shall be closed.

There is hereby established within the Series 2018A-3 Acquisition and Construction Account of the Acquisition and Construction Fund held by the Trustee a "Series 2018A-3 Costs

15

of Issuance Subaccount." Amounts in the Series 2018A-3 Costs of Issuance Subaccount shall be applied by the Trustee to pay the costs relating to the issuance of the Series 2018A-3 Bonds. Six months after the date of issuance of the Series 2018A-3 Bonds, any moneys remaining in the Series 2018A-3 Costs of Issuance Subaccount which have not been requisitioned by the Issuer to pay costs relating to the issuance of the Series 2018A-3 Bonds shall be deposited into the Series 2018A-3 Acquisition and Construction Account and applied as set forth in Article V of the Master Indenture and Section 4.0l(a) of this Second Supplemental Indenture. When no funds remain in the Series 2018A-3 Cost of Issuance Subaccount, that subaccount shall be closed.

(b)	Pursuant to Section 6.03 of the Master Indenture, the Trustee shall

establish a separate Account within the Revenue Fund designated as the "Series 2018A-3 Revenue Account." Series 2018A-3 Special Assessments (except for Series 2018A-3 Prepayments which shall be identified as such by the Issuer to the Trustee to be deposited in the Series 2018A-3 Prepayment Account) shall be deposited by the Trustee into the Series 2018A-3 Revenue Account which shall be applied as set forth in Article VI of the Master Indenture and Section 4.02 of this Second Supplemental Indenture.

(c)	Pursuant to Section 6.04 of the Master Indenture, the Trustee shall

establish a separate Account within the Debt Service Fund designated as the "Series 2018A-3 Principal Account." Moneys shall be deposited into such Account as provided in Article VI of the Master Indenture and Section 4.02 of this Second Supplemental Indenture, and applied for the purposes provided therein.

(d)	Pursuant to Section 6.04 of the Master Indenture, the Trustee shall

establish a separate Account within the Debt Service Fund designated as the "Series 2018A-3 Interest Account." Proceeds of the Series 2018A-3 Bonds shall be deposited into such Account in the amount set forth in Section 2.06(c) of this Second Supplemental Indenture. Moneys deposited into such Account pursuant to the Master Indenture and Section 4.02 of this Second Supplemental Indenture, shall be applied for the purposes provided therein and as provided in Section 4.0l(d) of this Second Supplemental Indenture.

(e)	Pursuant to Section 6.04 of the Master Indenture, the Trustee shall

establish a separate Account within the Debt Service Fund designated as the "Series 2018A-3 Sinking Fund Account." Moneys shall be deposited into such Account as provided in Article VI of the Master Indenture and Section 4.02 of this Second Supplemental Indenture and applied for the purposes provided therein and in Sections 3.0l(c) of this Second Supplemental Indenture.

(f)	Pursuant to Section 6.05 of the Master Indenture, the Trustee shall

establish an Account within the Debt Service Reserve Fund designated as the "Series 2018A-3 Debt Service Reserve Account."

(i)	Proceeds of the Series 2018A-3 Bonds shall be deposited into the

Series 2018A-3 Debt Service Reserve Account in the amount set forth in Section 2.06(a) of this Second Supplemental Indenture, which account will be held for the benefit of all of

16

the Series 2018A-3 Bonds, without privilege or priority of one Series 2018A-3 Bond over another, and such moneys, together with any other moneys deposited into such Account pursuant to the Master Indenture, shall be applied for the purposes provided therein and in this Section 4.0l(f). On the date that is forty-five (45) days prior to each Redemption Date (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amounts on deposit in the Series 2018A-3 Debt Service Reserve Account and transfer any excess therein (except for excess resulting from interest earnings and excess resulting from Prepayments as provided in Section 4.0l(f)(ii) below) above the Series 2018A-3 Debt Service Reserve Requirement, as follows: (A) prior to the Completion Date of the Series 2018A-3 Project, to the Series 2018A-3 Acquisition and Construction Account of the Acquisition and Construction Fund, and (B) on and after the Completion Date of the Series 2018A-3 Project, such amounts shall be transferred to the Series 2018A-3 Revenue Account.

(ii)	Notwithstanding the foregoing paragraph, so long as no Event of

Default has occurred and has not been cured, upon an optional prepayment by the owner of a lot or parcel of land of a Series 2018A-3 Special Assessment against such lot or parcel as provided in Section 4.0S(a) of this Second Supplemental Indenture, the District, on the date that is forty-five (45) days prior to each Redemption Date (or, if such date is not a Business Day, on the Business Day next preceding such day), shall determine the Series 2018A-3 Debt Service Reserve Requirement, taking into account such optional prepayment and shall direct the Trustee in writing to transfer any amount on deposit in the Series 2018A-3 Debt Service Reserve Account in excess of the Series 2018A-3 Debt Service Reserve Requirement (except for excess resulting from interest earnings) from the Series 2018A-3 Debt Service Reserve Account to the Series 2018A-3 Prepayment Account of the Series 2018A-3 Bond Redemption Fund, as a credit against the Series 2018A-3 Prepayment otherwise required to be made by the owner of such lot or parcel. If the District fails to provide such transfer direction as provided in this subparagraph (ii), Trustee may assume any excess in the Series 2018A-3 Debt Service Reserve Account above the Series 2018A-3 Debt Service Reserve Requirement shall be transferred as provided in Section 4.0l(f)(i) hereof.

(iii) Earnings on investments in the Series 2018A-3 Debt Service Reserve Account shall be disposed of as follows:

(A)	If as of the last date on which amounts on deposit in the

Series 2018A-3 Debt Service Reserve Account were valued by the Trustee there was a deficiency in the Series 2018A-3 Debt Service Reserve Account, or if after such date withdrawals have been made from the Series 2018A-3 Debt Service Reserve Account and have created such a deficiency, then earnings on investments in the Series 2018A-3 Debt Service Reserve Account shall be deposited to the credit of the Series 2018A-3 Debt Service Reserve Account until the amounts on deposit therein equal the Series 2018A-3 Debt Service Reserve Requirement; and

17

(B)	As long as no notice of an Event of Default under the

Indenture has been delivered to the Trustee and the amount in the Series 2018A-3 Debt Service Reserve Account is not reduced below the then Series 2018A-3 Debt Service Reserve Requirement, then earnings on investments in such Account shall be applied as follows: (x) prior to the Completion Date of the Series 2018A-3 Project, to the Series 2018A-3 Acquisition and Construction Account of the Acquisition and Construction Fund, and (y) on and after the Completion Date of the Series 2018A-3 Project, to the Series 2018A-3 Revenue Account of the Revenue Fund.

(g)	Pursuant to Section 6.06 of the Master Indenture, the Trustee shall

establish a separate Series Bond Redemption Fund designated as the "Series 2018A-3 Bond Redemption Fund" and within such Fund, a "Series 2018A-3 General Account" and a "Series 2018A-3 Prepayment Account." Except as otherwise provided in this Second Supplemental Indenture, moneys to be deposited into the Series 2018A-3 Bond Redemption Fund, as provided in Article VI of the Master Indenture shall be deposited to the Series 2018A-3 General Account of the Series 2018A-3 Bond Redemption Fund. Series 2018A-3 Prepayments shall be identified as such by the Issuer to the Trustee to then be deposited directly into the Series 2018A-3 Prepayment Account of the Series 2018A-3 Bond Redemption Fund, as provided in the Indenture.

(h) (i) Moneys in the Series 2018A-3 General Account (including all earnings on investments held therein) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:

FIRST, to make such deposits into the Rebate Fund for the Series 2018A-3 Bonds, if any, as the Issuer may direct in writing in accordance with the Arbitrage Certificate, such moneys thereupon to be used solely for the purposes specified in the Arbitrage Certificate. Any moneys so transferred from the Series 2018A-3 General Account to the Rebate Fund shall thereupon be free from the lien and pledge of the Indenture;

SECOND, to be used to call for redemption pursuant to Section 3.0l(b)(ii), (iii), (iv) and (v) hereof an amount of Series 2018A-3 Bonds equal to the amount of money transferred to the Series 2018A-3 General Account pursuant to the aforesaid clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in such clauses or provisions, as appropriate; and

THIRD, the remainder to be utilized by the Trustee, at the written direction of a Responsible Officer, to call for redemption such Series 2018A-3 Bonds that are subject to optional redemption pursuant to Section 3.0l(a) hereof such amount of Series 2018A-3 Bonds as, may be practicable; provided, however, that not less than $5,000 principal amount of Bonds shall be called for redemption at one time.

18

(ii) Moneys in the Series 2018A-3 Prepayment Account of the Series 2018A-3 Bond Redemption Fund (including all earnings on investments therein) shall be accumulated therein to be used to call for redemption pursuant to Section 3.0l(b)(i) hereof an amount of Series 2018A-3 Bonds equal to the amount of money transferred to the Series 2018A-3 Prepayment Account pursuant to the aforesaid provision, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in Section 3.0l(b )(i) hereof.

SECTION 4.02. Series 2018A-3 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2018A-3 Revenue Account of the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:

FIRST, not later than the Business Day preceding each May 1 and November 1, to the Series 2018A-3 Interest Account of the Debt Service Fund, an amount from the Series 2018A-3 Revenue Account equal to the interest on the Series 2018A-3 Bonds due on such May 1 or November 1, less any amounts on deposit in the Series 2018A-3 Interest Account not previously credited;

SECOND, no later than the Business Day next preceding each May 1, to the Series 2018A-3 Principal Account of the Debt Service Fund, an amount from the Series 2018A-3 Revenue Account equal to the principal amount of Series 2018A-3 Bonds Outstanding and maturing on such May 1, if any, less any amounts on deposit in the Series 2018A-3 Principal Account not previously credited;

THIRD, no later than the Business Day next preceding each May 1, to the Series 2018A-3 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2018A-3 Revenue Account equal to the principal amount of Series 2018A-3 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2018A-3 Sinking Fund Account not previously credited;

FOURTH, upon receipt but no later than the Business Day next succeeding each Interest Payment Date, to the Series 2018A-3 Debt Service Reserve Account an amount from the Series 2018A-3 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2018A-3 Debt Service Reserve Requirement; and

FIFTH, prior to any other date on which Series 2018A-3 Bonds are to be redeemed that is not on an Interest Payment Date, an amount equal to interest accrued on such Series 2018A-3 Bonds to be redeemed.

FIFTH, subject to the following paragraph, the balance of any moneys remaining after making the foregoing deposits shall remain in the Series 2018A-3 Revenue Account unless pursuant to the Arbitrage Certificate it is necessary to make a deposit into the

19

Rebate Fund, in which case the Issuer shall direct the Trustee in writing to make such deposit thereto.

On or after each November 2, the Trustee shall transfer to the Issuer, at the Issuer's written direction, the balance on deposit in the Series 2018A-3 Revenue Account on such November 2 to be used for any lawful purpose of the Issuer; provided, however, that on the date of such proposed transfer the amount on deposit in the Series 2018A-3 Debt Service Reserve Account shall be equal to the Series 2018A-3 Debt Service Reserve Requirement and, provided, further, that no notice of an Event of Default under the Indenture has been delivered to the Trustee, including the payment of Trustee's fees and expenses then due.

SECTION 4.03. Power to Issue Series 2018A-3 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2018A-3 Bonds, to execute and deliver the Indenture and to pledge the Pledged Revenues for the benefit of the Series 2018A-3 Bonds to the extent set forth herein. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Series 2018A-3 Bonds, except for Bonds issued to refund all or a portion of the Series 2018A-3 Bonds. The Series 2018A-3 Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indenture and all the rights of the Owners of the Series 2018A-3 Bonds under the Indenture against all claims and demands of all persons whomsoever.

SECTION 4.04. Series 2018A-3 Project to Conform to Plans and Specifications; Changes. The Issuer will proceed to complete the Series 2018A-3 Project, as described in the Engineer's Report and on Exhibit A hereto, in accordance with the plans and specifications therefor, as such plans and specifications may be amended by the Issuer from time to time; provided that prior to any such amendment of the plans and specifications for the Series 2018A-3 Project (including any amendment to Exhibit A hereto), the Consulting Engineer shall have delivered its certificate approving the proposed amendment to such plans and specifications.

SECTION 4.05.      Prepayments; Removal of Special Assessment Liens.

(a)	At any time any owner of property subject to the Series 2018A-3 Special

Assessments may, at its option, or under certain circumstances described in the Assessment Resolutions in connection with Prepayments derived from application of the "true-up" mechanism therein, require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2018A-3 Special Assessments by paying to the Issuer all or a portion of the Series 2018A-3 Special Assessment which shall constitute Series 2018A-3 Prepayments as directed in writing by the Issuer pursuant to the provisions of Section 4.0l(h)(ii) of this Second Supplemental Indenture, plus accrued interest to the next succeeding Redemption Date (or the second succeeding Redemption Date if such prepayment is made within forty-five (45) calendar days before a Redemption Date), attributable to the property subject to Series 2018A-3 Special Assessment owned by such owner; provided, however, to the

20

extent that such payments are to be used is so provided under Section 4.01 (£)(ii) hereof to redeem Series 2018A-3 Bonds in the event the amount in the Series 2018A-3 Debt Service Reserve Account will exceed the Series 2018A-3 Debt Service Reserve Requirement as a result of a Series 2018A-3 Prepayment in accordance with this Section 4.0S(a) and the resulting redemption in accordance with Section 3.0l(b)(i) of this Second Supplemental Indenture of Series 2018A-3 Bonds, the excess amount above the Series 2018A-3 Debt Service Reserve Requirement shall be transferred from the Series 2018A-3 Debt Service Reserve Account to the Series 2018A-3 Prepayment Account of the Series 2018A-3 Bond Redemption Fund, as a credit against the Series 2018A-3 Prepayment otherwise required to be paid b y the owner of such lot or parcel, upon written instructions of the Issuer together with a certificate of a Responsible Officer of the Issuer stating that [there is no Events of Default] and, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2018A-3 Debt Service Reserve Account to equal or exceed the Series 2018A-3 Debt Service Reserve Requirement and accompanied by cash flows which demonstrate that, after giving effect to the proposed redemption of Series 2018A-3 Bonds, there will be sufficient Pledged Revenues to pay the principal and interest, when due, on all Series 2018A-3 Bonds that will remain Outstanding. The written instructions shall be delivered to the Trustee on the 46th day prior to a Redemption Date.

(b)	Upon receipt of Series 2018A-3 Prepayments as described in paragraph

(a)	above, which includes accrued interest to the next succeeding Redemption Date (or the second succeeding Redemption Date if such prepayment is made within forty-five (45) calendar days before a Redemption Date), subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee and clearly identify in writing such amounts as a Series 2018A-3 Prepayment and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by the District Manager, to the effect that the Series 2018A-3 Special Assessment has been paid in whole or in part and that such Series 2018A-3 Special Assessment lien is thereby reduced, or released and extinguished, as the case may be. Upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the Series

2018A-3 Prepayment Account of the Series 2018A-3 Bond Redemption Fund to be applied in accordance with Section 4.0l(h)(ii) of this Second Supplemental Indenture, to the redemption of Series 2018A-3 Bonds in accordance with Section 3.0l(b)(i) of this Second Supplemental Indenture.

ARTICLEV

ADDITIONAL COVENANTS OF THE ISSUER

SECTION 5.01.      Collection   of   Series   2018A-3   Special   Assessments.

Notwithstanding Section 9.04 of the Master Trust Indenture, the Series 2018A-3 Special Assessments shall be directly collected and enforced by the Issuer pursuant to the provisions of the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes

21

thereto; provided, however, Series 2018A-3 Special Assessments levied on platted lots not owned by the Developer and pledged hereunder to secure the Series 2018A-3 Bonds will be collected pursuant to the Uniform Method pursuant to Section 9.04 of the Master Trust Indenture. The Issuer covenants to enter into a Property Appraiser and Tax Collector Agreement with the County in order to comply with the provisions of this Section.

Notwithstanding the immediately preceding paragraph or any other provision in the Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the written direction of the Majority Owners of the Series 2018A-3 Bonds, requests that the Issuer not use the Uniform Method, but instead collect and enforce Series 2018A-3 Special Assessments pursuant to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the Issuer shall collect and enforce said Series 2018A-3 Special Assessments in the manner and pursuant to the method so requested by the Trustee.

Any Series 2018A-3 Special Assessments that are not collected pursuant to the Uniform Method shall be billed directly to the applicable landowner and be payable not later than thirty (30) days prior to each Interest Payment Date.

SECTION 5.02.      Additional   Covenant  Regarding  Series  2018A-3  Special

Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in the Indenture, the Issuer covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2018A-3 Special Assessments, including the Assessment Resolution and the Assessment Methodology, and to levy the Series 2018A-3 Special Assessments and any required true-up payments set forth in the Assessment Methodology, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2018A-3 Bonds, when due. The Assessment Methodology shall not be amended in a manner that materially impacts the methodology used therein without written consent of the Majority Owners of the Series 2018A-3 Bonds.

SECTION 5.03. Foreclosure of Assessment Lien. Notwithstanding Section 9.06 of the Master Indenture or any other provision of the Indenture to the contrary, the following provisions shall apply with respect to the Series 2018A-3 Special Assessments and Series 2018A-3 Bonds.

If any property shall be offered for sale for the nonpayment of any Series 2018A-3 Special Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2018A-3 Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount equal to the balance due on the Series 2018A-3 Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special purpose entity title to the property for the benefit of the Owners of the Series 2018A-3 Bonds; provided that the Trustee shall have the right, acting at the written direction of the Majority Owners of the Series

22

2018A-3 Bonds, but shall not be obligated, to direct the District with respect to any action taken pursuant to this Section. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the related Series 2018A-3 Revenue Account. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for sale of property acquired by it as trustee for the Owners of the Series 2018A-3 Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners of the Series 2018A-3 Bonds.

SECTION 5.04. No Parity Bonds: Limitation on Parity Liens. The Issuer covenants and agrees that so long as there are any Series 2018A-3 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Pledged Revenues, except for refunding bonds. The Issuer further covenants and agrees that it shall not issue any Bonds secured by Special Assessments for capital projects on lands subject at such time to the Series 2018A-3 Special Assessments without the consent of the Majority Owners[; provided, however, that the foregoing shall not preclude the imposition of Special Assessments for capital projects necessary for health, safety, and welfare reasons, to remediate a natural disaster, or imposed prior to the issuance of the Series 2018A-3 Bonds].

SECTION 5.05.      Reserved.

SECTION 5.06. Acknowledgment Regarding Series 2018A-3 Acquisition and Construction Account Moneys Following an Event of Default. In accordance with the provisions of the Indenture, upon the occurrence of an Event of Default with respect to the Series 2018A-3 Bonds, the Series 2018A-3 Bonds are payable solely from the Pledged Revenues and any other moneys held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, upon the occurrence of an Event of Default with respect to the Series 2018A-3 Bonds, (i) the Pledged Revenues include, without limitation, all amounts on deposit in the Series 2018A-3 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, (ii) the Pledged Revenues may not be used by the Issuer (whether to pay Costs of the Series 2018A-3 Project or otherwise) without the consent of the Majority Owners of the Series 2018A-3 Bonds and (iii) the Pledged Revenues may be used by the Trustee, at the written direction or with the written approval of the Majority Owners of the Series 2018A-3 Bonds, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture or as otherwise provided in the Master Indenture.

SECTION 5.07. Enforcement of True-Up Agreement and Completion Agreement. The District, either through its own actions, or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the provisions of the Completion Agreement and the True-Up Agreement, and, upon the occurrence and continuance of a default under either or both of such Agreements, the District covenants and agrees that the Trustee, at the written

23

direction of the Majority Owners· of the Series 2018A-3 Bonds shall act on behalf of, and in the District's stead, to enforce the provisions of such Agreements and to pursue all available remedies under applicable law or in equity. Anything herein or in the Master Indenture to the contrary notwithstanding, failure of the District to enforce, or permit the Trustee to enforce in its stead, all of the provisions of the Completion Agreement and the True-Up Agreement upon demand of the Majority Owners of the Series 2018A-3 Bonds, or the Trustee at the written direction of the Majority Owners of the Series 2018A-3 Bonds, shall constitute an Event of Default under the Indenture without benefit of any period for cure.

SECTION 5.08. Assignment of District's Rights Under Collateral Assignment. The District hereby assigns its rights under the Collateral Assignment to the Trustee for the benefit of the Owners, from time to time, of Bonds Outstanding under the Indenture. The Trustee shall act in accordance with the written directions of the Majority Owners of the Series 2018A-3 Bonds.

SECTION 5.09. Application of Section 9.31 of Master Indenture. With respect to the Series 2018A-3 Bonds, the covenants of Section 9.31 of the Master Indenture shall not require the Issuer to impose additional assessments, taxes, or other similar amounts, the imposition of which would require an action of the governing body of the Issuer.

ARTICLE VI

MISCELLANEOUS PROVISIONS

SECTION 6.01. Interpretation of Supplemental Indenture. This Second Supplemental Indenture amends and supplements the Master Indenture with respect to the Series 2018A-3 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this Second Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and the Supplemental Indenture shall be read and construed as one document.

SECTION 6.02. Amendments. Any amendments to this Second Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.

SECTION 6.03. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 6.04. Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this Second Supplemental Indenture are hereby incorporated herein and made a part of this Second Supplemental Indenture for all purposes.

24

SECTION 6.05. Payment Dates. In any case in which an Interest Payment Date, principal payment date or the maturity date of the Series 2018A-3 Bonds or the date fixed for the redemption of any Series 2018A-3 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.

SECTION 6.06. No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Series 2018A-3 Bonds.
SECTION 6.07. Patriot Act Requirements of Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

SECTION 6.08. Brokerage Requirements. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

[Remainder of page intentionally left blank]

25

IN WITNESS WHEREOF, Canopy Community Development District has caused this Second Supplemental Trust Indenture to be executed by the Chair of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by an Assistant Secretary of its Board of Supervisors and U.S. Bank National Association has caused this Second Supplemental Trust Indenture to be executed by one of its Vice Presidents, all as of the day and year first above written.

SEAL	CANOPY			
	COMMUNITY DEVELOPMENT DISTRICT		
Attest:	By: _ _ _ _ _ _ _ _ _ _ _ _ _			
		_		
	Chair, Board of Supervisors			

Assistant Secretary,

Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: _ _ _ _ _ _ _ _ _ _ _ _ _	_

Vice President

26

EXHIBIT A

THE SERIES 2018A-3 PROJECT

Description	Cost	

On-Site Roadway

Drainage

Utility

Recreation

Wetland Mitigation

1

Draft 4

April __, 2018

THIRD SUPPLEMENTAL TRUST INDENTURE

BETWEEN

CANOPY COMMUNITY DEVELOPMENT DISTRICT

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

Dated as of May 1, 2018

Authorizing and Securing

$[DJ
CANOPY COMMUNITY DEVELOPMENT DISTRICT

(Tallahassee, Florida)

Special Assessment Bonds, Series 2018A-4

26779/001/01343863.DOCX vS

TABLE OF CONTENTS
Page3

ARTICLE I    DEFINITIONS	...................................................................................................................

ARTICLE II    TI-IE SERIES 2018A-4 BONDS	8

SECTION 2.01.      Amounts and Terms of Series 2018A-4 Bonds; Issue of Series

2018A-4 Bonds	8

SECTION 2.02.      Execution	8

SECTION 2.03.      Authentication	8

SECTION 2.04.      Purpose, Designation and Denominations of, and Interest

Accruals on, the Series 2018A-4 Bonds	8

SECTION 2.05.      Debt Service on the Series 2018A-4 Bonds	9
SECTION 2.06.      Disposition of Series 2018A-4 Bond Proceeds	............................................
SECTION 2.07.      Book-Entry Form of Series 2018A-4 Bonds	110
0

SECTION 2.08.      Appointment of Registrar and Paying Agent	............................................

SECTION 2.09.      Conditions Precedent to the Issuance of Series 2018A-4 Bonds	11

ARTICLE III   REDEMPTION OF SERIES 2018A-4 BONDS	12

SECTION 3.01.      Redemption Dates and Prices	12

SECTION 3.02.      Notice of Redemption	15

ARTICLE IV   ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL

COVENANTS OF 1HE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL

ASSESSMENT LIENS	15

SECTION 4.01.      Establishment of Certain Funds and Accounts	15

SECTION 4.02.      Series 2018A-4 Revenue Account	19

SECTION 4.03.      Power to Issue Series 2018A-4 Bonds and Create Lien	20

SECTION 4.04.      Series 2018A-4 Project to Conform to Plans and Specifications;

Changes	20

SECTION 4.05.      Prepayments; Removal of Special Assessment Liens	20

ARTICLEV    ADDITIONAL COVENANTS OF TI-IE ISSUER	21

SECTION 5.01.      Collection of Series 2018A-4 Special Assessments	21

SECTION 5.02.      Additional Covenant Regarding Series 2018A-4 Special

Assessments	22

SECTION 5.03.      Foreclosure of Assessment Lien	22

SECTION 5.04.      No Parity Bonds; Limitation on Parity Liens	23

SECTION 5.05.      Reserved	23

SECTION 5.06.      Acknowledgment Regarding Series 2018A-4 Acquisition and

Construction Account Moneys Following an Event of Default	23

SECTION 5.07.      Enforcement of True-Up Agreement and Completion

Agreement	23

26779/001/01343863.DOCXvS	1

SECTION 5.08.      Assignment of District's Rights Under Collateral Assignment	24

SECTION 5.09.      Application of Section 9.31 of Master Indenture	24

ARTICLE VI   MISCELLANEOUS PROVISIONS	24

SECTION 6.01.      Interpretation of Supplemental Indenture	24

SECTION 6.02.      Amendments	24

SECTION 6.03.      Counterparts	24

SECTION 6.04.      Appendices and Exhibits	24

SECTION 6.05.      Payment Dates	25

SECTION 6.06.      No Rights Conferred on Others	25

SECTION 6.07.      Patriot Act Requirements of Trustee	25

SECTION 6.08.      Brokerage Requirements	25

26779/001/01343863.DOCXvS	ii

THIS THIRD SUPPLEMENTAL TRUST INDENTURE dated as of May 1, 2018 (the "Third Supplemental Indenture") between CANOPY COMMUNITY DEVELOPMENT DISTRICT (the "Issuer" or the "District"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation having the authority to exercise corporate trust powers (said bank and any bank or trust company becoming successor trustee under this Third Supplemental Indenture being hereinafter referred to as the "Trustee");

WIT NE S SETH:

WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), by Ordinance No. 17-0-08 enacted by the City Commission of the City of Tallahassee, Florida (the "City"), on April 5, 2017 and effective on May 24, 2017, for the purpose, among other things, of financing and managing the design, acquisition, construction, maintenance, and operation of systems, facilities and basic infrastructure within and without the boundaries of the premises to be governed by the Issuer; and

WHEREAS, the premises to be governed by the Issuer (referred to herein as the "District Lands") are described more fully in Exhibit A to the Master Trust Indenture dated as of May 1, 2018 (the "Master Indenture"), between the District and the Trustee, and currently consists of approximately 424.17 acres of land located entirely within the City; and

WHEREAS, the Issuer has been created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and

WHEREAS, the Issuer has determined to undertake, in one or more s_tages, the acquisition and construction of certain public infrastructure and associated professional fees and incidental costs related thereto pursuant to the Act for the special benefit of the District Lands (as further described in Exhibit B to the Master Indenture, the "Capital Improvement Program"); and

WHEREAS, the Board of Supervisors of the Issuer (the "Board") duly adopted Resolution No. 2018-01 on October 23, 2017 (the "Initial Bond Resolution"), authorizing, among other things, the issuance, in one or more series, of not to exceed $110,000,000 aggregate principal amount of its Canopy Community Development District Special Assessment Bonds in order to pay all or a portion of the costs of the planning, financing, acquisition, construction, reconstruction, equipping and installation of the Capital Improvement Program; and

WHEREAS, the District's Resolution 2018-07 was duly adopted by the Board May 1, 2018 (together with the Initial Bond Resolution, the "Resolution"), authorizing, among other things, the sale of its Special Assessment Bonds, Series 2018A-4 (the "Series 2018A-4 Bonds") which are issued hereunder, as one Series of Bonds under, and as defined in, the Master

1

Indenture, and has authorized the execution and delivery of the Master Indenture and this 1hird Supplemental Indenture to secure the issuance of the Series 2018A-4 Bonds and to set forth the terms of the Series 2018A-4 Bonds; and

WHEREAS, simultaneously with the issuance of the Series 2018A-4 Bonds, the District is issuing its Canopy Community Development District Special Assessment Bonds, Series 2018A-1 (the "Series 2018A-1 Bonds") and the Canopy Community Development District Special Assessment Bonds, Series 2018A-2 (the "Series 2018A-2 Bonds" and, together with the Series 2018A-1 Bonds, the "Series 2018A-l/2 Bonds"}, which are separately secured and issued as a separate Series of Bonds under the Master Indenture pursuant to a First Supplemental Trust Indenture dated as of May 1, 2018, between the District and the Trustee; and

WHEREAS, simultaneously with the issuance of the Series 2018A-4 Bonds and the Series 2018Al/2 Bonds, the District is issuing its Canopy Community Development District Special Assessment Bonds, Series 2018A-3 (the "Series 2018A-3 Bonds"), which are separately secured and issued as a separate Series of Bonds under the Master Indenture pursuant to a Second Supplemental Trust Indenture dated as of May 1, 2018, between the District and the Trustee; and

WHEREAS, the	District will	apply the proceeds of the Series 2018A-4 Bonds to:	
(i) finance  the  Cost  of	acquiring,	constructing  and  equipping  assessable  improvements	
comprising the Series 2018A-4 Project (as defined herein); (ii) pay certain costs associated with the issuance of the Series 2018A-4 Bonds; (iii) make a deposit into the Series 2018A-4 Debt Service Reserve Account which account will be held for the benefit of all of the Series 2018A-4 Bonds, without privilege or priority of one Series 2018A-4 Bond over another; and (iv) pay the interest to become due on the Series 2018A-4 Bonds and payable on November 1, 2018; and

WHEREAS, the Series 2018A-4 Bonds will be secured by a pledge of the Pledged Revenues (as hereinafter defined) to the extent provided herein, which Pledged Revenues consist primarily of the Series 2018A-4 Special Assessments (as hereinafter defined) levied on that portion of the District Lands benefitted by the Series 2018A-4 Project; and

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH, that to provide for the issuance of the Series 2018A-4 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2018A-4 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2018A-4 Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to the Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series 2018A-4 Bonds issued hereunder, and any Bonds issued on a parity with the Series

2

2018A-4 Bonds, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:

TO HA VE AND TO HOLD the same and any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien created by the Indenture.

IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Owners of the Series 2018A-4 Bonds issued and to be issued under this Third Supplemental Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this Third Supplemental Indenture) of any one Series 2018A-4 Bond over any other Series 2018A-4 Bond, all as provided in the Indenture (as hereinafter defined), and any Bonds issued on a parity with the Series 2018A-4 Bonds.

PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal or redemption price of the Series 2018A-4 Bonds issued, and any Bonds issued on a parity with the Series 2018A-4 Bonds, secured and Outstanding hereunder and the interest due or to become due thereon, at the times and in the manner mentioned in such Series 2018A-4 Bonds and the Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this Third Supplemental Indenture and the rights hereby granted shall cease and terminate, otherwise this Third Supplemental Indenture to be and remain in full force and effect.

ARTICLE I

DEFINITIONS

In this Third Supplemental Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires:

"Acquisition Ag r eement" shall mean that certain Acquisition, Construction, Installation, Developer Funding and Reimbursement Agreement, dated _ _ _ _ , by and between the District and the Developer.

"Arbitrage Certificate" shall mean that certain Arbitrage Certificate of the Issuer, dated May [Date], 2018, relating to certain restrictions on arbitrage under the Code.

3

"Assessment Methodology" shall mean, collectively, the Canopy Community Development District Master Assessment Methodology dated August 16, 2017, as supplemented by the [Final Supplemental Assessment Methodology] dated April _ _ , J 2018, each as prepared by the Methodology Consultant and relating to the Series 2018A-4 Bonds, the Series 2018A-3 Bonds, and the Series 2018A-l/2 Bonds, including, without limitation, all exhibits and appendices thereto.

"Assessment Resolutions" shall mean Resolution Nos. _ _	2017----J  2017----J 2018-_	
and 2018-_ of the Issuer adopted _ _	2017, - -	2017, - - -	2017 and _ _	
2017, respectively, as amended and supplemented from time to time.

"Authorized Denomination" shall mean, with respect to the Series 2018A-4 Bonds, $5,000 or any integral multiple thereof; provided however, that the Series 2018A-4 Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of $5,000 in excess of $100,000.

"Collateral Assignment" shall mean the Collateral Assignment and Assumption of Development Rights, dated May [Date], 2018, by the Developer in favor of the Issuer.

"Completion Agreement" shall mean the Completion Agreement by and between the District and the Developer, dated May [Date], 2018, as such agreement may be modified from time to time.

"Declaration of Consent" shall mean the Declaration of Consent to Jurisdiction of Canopy Community Development District and to Imposition of Special Assessments, dated May [Date], 2018, delivered by the Developer.

"Designated Member" shall mean, in the case of the absence or inability of the Chair to act, the Vice Chair, Secretary, or any Assistant Secretary.

"Developer" shall mean Ox Bottom Mortgage Holdings, LLC, a Florida limited liability company, and any affiliate or any entity which succeeds to all or any part of the respective interests and assumes any or all of the respective responsibilities of said entities, as the developers of the District Lands.

"District Manager" shall mean the person or entity serving as the Issuer's District Manager from time to time. The initial District Manager shall be Governmental Management Services - Central Florida, LLC.

"Electronic Means" or "electronic means" shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.

"Engineer's Report" shall mean the Supplemental Engineer's Report #1 dated [March 2018], as prepared by Greenman-Pedersen, Inc., and as amended and supplemented to date.

4

"Indenture" shall mean, collectively, the Master Indenture and this Third Supplemental Indenture.

"Interest Payment Date" shall mean May 1 and November 1 of each year, commencing November 1, 2018.

"Methodology Consultant" shall mean, initially, Governmental Management Services - Central Florida, LLC, or such successor Methodology Consultant appointed by the District.
"Paying Agent" shall mean the Trustee, and its successors and assigns as Paying Agent hereunder.

"Pledged Revenues" shall mean, with respect to the Series 2018A-4 Bonds (a) all revenues received by the Issuer from the Series 2018A-4 Special Assessments levied and collected on that portion of the District Lands benefited by the Series 2018A-4 Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2018A-4 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2018A-4 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture; provided, however, that Pledged Revenues shall not include (A) any revenues received by the District in connection with Special Assessments levied to secure the Series 2018A-1/2 Bonds or the Series 2018A-3 Bonds, (B) any moneys transferred to the Rebate Fund, or investment earnings thereon and "special assessments" levied and collected by the Issuer under Section 190.022 of the Act (C)for maintenance purposes or "maintenance special assessments" levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and

(C) of this proviso).

"Redemption Date" shall mean February 1, May 1, August 1 and November 1. "Registrar" shall mean the Trustee, and its successors and assigns as Registrar
hereunder.

"Regular Record Date" shall mean the fifteenth (15th) day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.

"Resolution" shall mean, collectively, Resolution 2018-01 of the Issuer adopted on October 23, 2017, as supplemented by Resolution 2018-07 of the Issuer adopted on May 1, 2018.

"Series 2018A-4 Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.0l(a) of this Third Supplemental Indenture.

"Series 2018A-4 Bond Redemption Fund" shall mean the Series 2018A-4 Bond Redemption Fund established pursuant to Section 4.0l(g) of this Third Supplemental Indenture.

5

"Series 2018A-4 Costs of Issuance Subaccount" shall mean the Account so designated, established as a separate Subaccount within the Series 2018A-4 Acquisition and Construction Account pursuant to Section 4.0l(a) of this Third Supplemental Indenture.

"Series 2018A-4 Debt Service Reserve Account" shall mean the Account so designated, established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.0l(f) of this Third Supplemental Indenture.

"Series 2018A-4 Debt Service Reserve Requirement" shall mean, an amount equal to fifty percent (50%) of the maximum annual Debt Service Requirement for the Series 2018A-4 Bonds as of any date of calculation as provided for herein, which initially is $_ _ _ _ _ _

"Series 2018A-4 General Account" shall mean the Account so designated, established as a separate Account under the Series 2018A-4 Bond Redemption Fund pursuant to Section 4.0l(g) of this Third Supplemental Indenture.

"Series 2018A-4 Interest Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(d) of this Third Supplemental Indenture.

"Series 2018A-4 Lands" shall mean that portion of the District Lands subject to the lien of the Series 2018A-4 Special Assessments.

"Series 2018A-4 Prepayment" shall mean the payment by any owner of property of the amount of Series 2018A-4 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments and prepayments which become due pursuant to the "true-up" mechanism contained in the Assessment Resolutions and the True-Up Agreement. "Prepayments" shall include, without limitation, Series 2018A-4 Prepayment Principal.

"Series 2018A-4 Prepayment Account" shall mean the Account so designated, established as a separate Account under the Series 2018A-4 Bond Redemption Fund pursuant to Section 4.0l(g) of this Third Supplemental Indenture.

"Series 2018A-4 Prepayment Principal" shall mean the portion of a Prepayment corresponding to the principal amount of Series 2018A-4 Special Assessments being prepaid.

"Series 2018A-4 Principal Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(c) of this Third Supplemental Indenture.

"Series 2018A-4 Project" shall mean the portion of the Capital Improvement Program within Assessment Area _ _ (as described in the Engineer's Report) financed with proceeds of the Series 2018A-4 Bonds, as shown on Exhibit A hereto.

6

"Series 2018A-4 Revenue Account" shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.0l(b) of this Third Supplemental Indenture.

"Series 2018A-4 Sinking Fund Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4:0l(e) of this Third Supplemental Indenture.

"Series 2018A-4 Special Assessments" shall mean the Special Assessments levied on that portion of the District Lands specially benefitted by the Series 2018A-4 Project or any portion thereof, which assessments correspond in amount to the debt service on the Series 2018A-4 Bonds.

"Substantially Absorbed" shall mean the date on which a principal amount of the Series 2018A-4 Special Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the Series 2018A-4 Bonds are levied on the District Lands with respect to which a certificate of occupancy has been issued for a structure thereon. Satisfaction of the foregoing definition shall be evidenced by the delivery by the Issuer to the Trustee of a written certificate of the Methodology Consultant to such effect and upon which the Trustee may conclusively rely.

"Third Supplemental Indenture" shall mean this Third Supplemental Trust Indenture dated as of May 1, 2018, by and between the Issuer and the Trustee, as supplemented or amended.

"True-Up Agreement" shall mean the True-Up Agreement, between the District and the Developer, dated May [Date], 2018.

"Trustee" shall mean U.S. Bank National Association, a national bank, and its successors and assigns.

"Uniform Method" shall mean the uniform method for the levy, collection and enforcement of Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, as amended.

The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the forms of Series 2018A-4 Bonds), refer to the entire Indenture.

Every "request," "requisition," "order," "demand," "application," "notice," "statement," "certificate," "consent," or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by a Responsible Officer of the Issuer.

All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

7

ARTICLE II

THE SERIES 2018A-4 BONDS

SECTION 2.01. Amounts and Terms of Series 2018A-4 Bonds: Issue of Series 2018A-4 Bonds. No Series 2018A-4 Bonds may be issued under this Third Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.

(a)	The total principal amount of Series 2018A-4 Bonds that may be issued under this Third Supplemental Indenture is expressly limited to $[0]. The Series 2018A-4 Bonds shall be numbered consecutively from RA4-1 and upwards.

(b)	Any and all Series 2018A-4 Bonds shall be issued substantially in the form attached as Exhibit C to the Master Indenture, with such appropriate variations,
omissions and insertions as are permitted or required by the Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution and this Third Supplemental Indenture. The Issuer shall issue the Series 2018A-4 Bonds upon execution of this Third Supplemental Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer's written request, authenticate such Series 2018A-4 Bonds and deliver them as specified in the request.

SECTION 2.02. Execution. The Series 2018A-4 Bonds shall be executed by the Issuer as set forth in the Master Indenture.

SECTION 2.03. Authentication. The Series 2018A-4 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2018A-4 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.

SECTION 2.04. Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2018A-4 Bonds.

(a)	The Series 2018A-4 Bonds are being issued hereunder in order to provide

funds to (i) pay the Costs of the Series 2018A-4 Project, (ii) fund the Series 2018A-4 Debt Service Reserve Account, (iii) pay the costs of issuance of the Series 2018A-4 Bonds, and (iv) pay the interest to become due on the Series 2018A-4 Bonds and payable on November 1, 2018. The Series 2018A-4 Bonds shall be designated "Canopy Community Development District (Tallahassee, Florida) Special Assessment Bonds, Series 2018A-4," and shall be issued as fully registered bonds without coupons in Authorized Denominations.

(b)	The Series 2018A-4 Bonds shall be dated the date of original issuance

thereof. Interest on the Series 2018A-4 Bonds shall be payable on each Interest Payment Date to

8

maturity or prior redemption. Interest on the Series 2018A-4 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to November 1, 2018, in which case from the date of original issuance of the Series 2018A-4 Bonds, or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date.

(c)	Except as otherwise provided in Section 2.07 of this Third Supplemental

Indenture in connection with a book-entry only system of registration of the Series 2018A-4 Bonds, the principal or Redemption Price of the Series 2018A-4 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Paying Agent upon presentation of such Series 2018A-4 Bonds. Except as otherwise provided in Section 2.07 of this Third Supplemental Indenture in connection with a book-entry only system of registration of the Series 2018A-4 Bonds, the payment of interest on the Series 2018A-4 Bonds shall be made on each Interest Payment Date to the Owners of the Series 2018A-4 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar as of the close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Series 2018A-4 Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called "Defaulted Interest") shall be paid to the Owner in whose name the Series 2018A-4 Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage -prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, any Owner of Series 2018A-4 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Paying Agent, upon requesting the same in a writing received by the Paying Agent at least fifteen (15) days prior to the relevant Interest Payment Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant Interest Payment Date.

SECTION 2.05.      Debt Service on the Series 2018A-4 Bonds.

(a)	The Series 2018A-4 Bonds will mature on May 1 in the years, be issued in

the principal amounts and bear interest at the rates per annum, subject to the right of prior redemption in accordance with their terms, as follows.

9

Maturity Date      Principal Amount     Interest Rate

(b)	Interest on the Series 2018A-4 Bonds will be computed in all cases on the

basis of a 360-day year comprised of twelve 30-day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2018A-4 Bonds on the day before the default occurred.

SECTION 2.06.	Disposition of Series 2018A-4 Bond Proceeds.  From the	net	
				
proceeds of the Series 2018A-4 Bonds received by the Trustee, which shall be $_ _ _ _	_	
(reflecting the aggregate principal amount of the Series 2018A-4 Bonds of $[D] .00, less [original

issue discount of$_ _ _ _    __, and less] an underwriter's discount of$_ _ _ _     retained by

the purchaser of the Series 2018A-4 Bonds);

(a)	$_ _ _   __, which is an amount equal to the initial Series 2018A-4 Debt

Service Reserve Requirement, shall be deposited in the Series 2018A-4 Debt Service Reserve Account of the Debt Service Reserve Fund; and

(b)	$_ _ _ _     shall be deposited into the Series 2018A-4 Costs of Issuance

Subaccount of the Series 2018A-4 Acquisition and Construction Account and applied to pay costs of issuance of the Series 2018A-4 Bonds; and

(c)	$_ _ _ _     shall be deposited into the Series 2018A-4 Interest Account

and applied to pay capitalized interest on the Series 2018A-4 Bonds payable on November 1, 2018; and

(d)	$_ _ _   __, constituting all remaining proceeds of the Series 2018A-4

Bonds, shall be deposited in the Series 2018A-4 Acquisition and Construction Account of the Acquisition and Construction Fund to be applied to pay Costs of the Series 2018A-4 Project in accordance with Article V of the Master Indenture.

SECTION 2.07. Book-Entry Form of Series 2018A-4 Bonds. The Series 2018A-4 Bonds shall be issued as one fully registered bond per maturity and deposited with The Depository Trust Company, New York, New York ("DTC"), which is responsible for establishing and maintaining records of ownership for its participants.

The Issuer shall enter into a letter of representations with DTC providing for such book-entry only system, in accordance with the provisions of Section 2.11 of the Master Indenture. Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository. If the Issuer does not replafe DTC within sixty (60) days of such termination and, in all instances, prior to the next Interest

10

Payment Date, the Issuer will issue replacement Series 2018A-,3 Bonds and the Trustee will, at the expense of the Issuer, register and deliver to the Beneficial Owners replacement Series 2018A-4 Bonds in the form of fully registered Series 2018A-4 Bonds in accordance with the instructions from Cede & Co. While the Series 2018A-4 Bonds are registered in book-entry only, presentation of the Series 2018A-4 Bonds is not necessary for payment thereon.

SECTION 2.08. Appointment of Registrar and Paying Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the "Bond Register") for the registration, transfer and exchange of the Series 2018A-4 Bonds, and hereby appoints the Trustee, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. The Trustee hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.

The Issuer hereby appoints the Trustee as Paying Agent for the Series 2018A-4 Bonds. The Trustee hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder.

SECTION 2.09. Conditions Precedent to the Issuance of the Series 2018A-4 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2018A-4 Bonds, all the Series 2018A-4 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:

(a)	Certified copies of the Assessment Resolutions;

(b)	Executed  originals  of the Master  Indenture  and  this  Third  Supplemental

	Indenture;

(c)	An opinion of Counsel to the District substantially to the effect that (i) the Issuer has been duly established and validly exists as a community development district under the Act, (ii) the Issuer has good right and lawful authority under the Act to undertake the Series 2018A-4 Project being financed with the proceeds of the Series 2018A-4 Bonds, subject to obtaining such licenses, orders or other authorizations as are, at the date of such opinion,

required to be obtained from any agency or regulatory body having lawful jurisdiction in order to construct, acquire, own and operate the Series 2018A-4 Project, (iii) all proceedings undertaken by the Issuer with respect to the Series 2018A-4 Special Assessments have been in accordance with Florida law, (iv) the Issuer has taken all action necessary to levy and impose the Series 2018A-4 Special Assessments, and (v) the Series 2018A-4 Special Assessments are legal, valid and binding liens upon the property against which such Series 2018A-4 Special Assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid;

11

(d)	A certificate of a Responsible Officer to the effect that, upon the authentication and delivery of the Series 2018A-4 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this Third Supplemental Indenture; and

(e)	Executed copies of the Acquisition Agreement, Collateral Assignment, Completion Agreement, Declaration of Consent and True-Up Agreement.

Delivery to the Trustee of the net proceeds from the issuance and sale of the Series 2018A-4 Bonds is conclusive evidence of the satisfaction of the conditions precedent for authentication of the Series 2018A-4 Bonds.

ARTICLE III

REDEMPTION OF SERIES 2018A-4 BONDS

SECTION 3.01. Redemption Dates and Prices. The Series 2018A-4 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2018A-4 Bonds shall be made on the dates hereinafter required. If less than all the Series 2018A-4 Bonds are to be redeemed pursuant to an optional redemption or an extraordinary mandatory redemption, the portions of the Series 2018A-4 Bonds to be redeemed ,shall be selected as provided in Section 8.03 of the Master Indenture unless specifically provided herein. Partial redemptions of Series 2018A-4 Bonds shall be made in such a manner that the remaining Series 2018A-4 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2018A-4 Bond of each maturity.

(a)	Optional Redemption.  The Series 2018A-4 Bonds may, at the option of

the Issuer in writing, be called for redemption prior to maturity in whole or in part at any time on or after May 1, 2 0 _ (less than all Series 2018A-4 Bonds to be specified by the Issuer in writing), at a Redemption Price equal to 100% of the principal amount of Series 2018A-4 Bonds to be redeemed plus accrued interest from the most recent Interest Payment Date to the date of redemption.

(b)	Extraordinary Mandatory Redemption in Whole or in Part.  The Series

2018A-4 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Redemption Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Series 2018A-4 Bonds to be redeemed, plus interest accrued to the date of redemption, as follows:

(i)	from Series 2018A-4 Prepayments deposited into the Series 2018A-

4 Prepayment Account of the Series 2018A-4 Bond Redemption Fund following the payment in whole or in part of Series 2018A-4 Special Assessments on any portion of the Series 2018A-4 Lands in accordance with the provisions of Section 4.05(a) of this Third Supplemental Indenture, including any excess moneys transferred from the Series

12

2018A-4 Debt Service Reserve Account to the Series 2018A-4 Prepayment Account of the Series 2018A-4 Bond Redemption Fund resulting from such Series 2018A-4 Prepayment pursuant to Section 4.0l(f)(ii) of this Third Supplemental Indenture.

(ii)	on or after the Completion Date of the Series 2018A-4 Project, by

application of moneys remaining in the Series 2018A-4 Acquisition and Construction Account of the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Series 2018A-4 Project, which has been transferred as specified in Section 4.0l(a) hereof to the Series 2018A-4 General Account of the Series 2018A-4 Bond Redemption Fund, credited toward extinguishment of the Series 2018A-4 Special Assessments and applied toward the redemption of the Series 2018A-4 Bonds in accordance with the manner it has credited such excess moneys toward extinguishment of Series 2018A-4 Special Assessments which the Issuer shall describe to the Trustee in writing.

(iii)	following condemnation or the sale of any portion of the Series

2018A-4 Project to a governmental entity under threat of condemnation by such governmental entity and the payment of moneys which are not to be used to rebuild, replace or restore the taken portion of the Series 2018A-4 Project to the Trustee by or on behalf of the Issuer for deposit into the Series 2018A-4 General Account of the Series 2018A-4 Bond Redemption Fund in order to effectuate such redemption and, which moneys shall be applied by the Issuer to redeem Series 2018A-4 Bonds in accordance with the manner it has credited such moneys toward extinguishment of Series 2018A-4 Special Assessments which the Issuer shall describe to the Trustee in writing.

(iv)	following the damage or destruction of all or substantially all of

the Series 2018A-4 Project to such extent that, in the reasonable opinion of the Issuer, the repair and restoration thereof would not be economical or would be impracticable, to the extent of amounts paid by the Issuer to the Trustee for deposit to the Series 2018A-4 General Account of the Series 2018A-4 Bond Redemption Fund which moneys shall be applied by the Issuer to redeem Series 2018A-4 Bonds in accordance with the manner it has credited such moneys toward extinguishment of Series 2018A-4 Special Assessments; provided, however, that at least forty-five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the date of redemption and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Series 2018A-4 Project would not be economical or would be impracticable, such certificate upon which the Trustee shall be entitled to rely.

(v)	from moneys, if any, on deposit in the Series 2018A-4 Funds and

Accounts (other than the Rebate Fund) sufficient to pay and redeem all Outstanding Series 2018A-4 Bonds and accrued interest thereon to the date of redemption in addition to all amounts owed to Persons under the Indenture.

13

(c)	Mandatory  Sinking Fund  Redemption.   The  Series  2018A-4  Bond

maturing May 1, 20_ , J is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-4 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

Year	Amortization	Year	Amortization	
Mayl	Installment	Mayl	Installment	

*	Final Maturity.

The Series 2018A-4 Bond maturing May 1, 20_ , J is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-4 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

Year	Amortization	Year	Amortization	
Mayl	Installment	Mayl	Installment	

..  Final Maturity .

The Series 2018A-4 Bond maturing May 1, 20_ , J is subject to mandatory redemption in part by the Issuer by lot prior to its scheduled maturity from moneys in the Series 2018A-4 Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

14

Year	Amortization	Year	Amortization	
Mayl	Installment	M a y l	Installment	

*	Final Maturity.

SECTION 3.02. Notice of Redemption. When required to redeem Series 2018A-4 Bonds under any provision of this Third Supplemental Indenture or directed to redeem Series 2018A-4 Bonds by the Issuer, the Trustee shall give or cause to be given to Owners of the Series 2018A-4 Bonds to be redeemed notice of the redemption, as set forth in Section 8.02 of the Master Indenture.

ARTICLE IV

ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS;

ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL

ASSESSMENT LIENS

SECTION 4.01.      Establishment of Certain Funds and Accounts.

(a)	The Trustee shall establish a separate Account within the Acquisition and

Construction Fund designated as the "Series 2018A-4 Acquisition and Construction Account." Proceeds of the Series 2018A-4 Bonds shall be deposited into the Series 2018A-4 Acquisition and Construction Account in the amount set forth in Section 2.06 of this Third Supplemental Indenture, together with any excess moneys transferred to the Series 2018A-4 Acquisition and Construction Account, and such moneys in the Series 2018A-4 Acquisition and Construction Account shall be applied as set forth in Article V of the Master Indenture and Sections 4.0l(a) and 3.0l(b)(ii) of this Third Supplemental Indenture. After the Completion Date of the Series 2018A-4 Project and after retaining in the Series 2018A-4 Acquisition and Construction Account the amount, if any, of all remaining unpaid Costs of the Series 2018A-4 Project set forth in the Consulting Engineer's Certificate establishing such Completion Date, any funds remaining in the Series 2018A-4 Acquisition and Construction Account shall be transferred to and deposited into the Series 2018A-4 General Account of the Series 2018A-4 Bond Redemption Fund and applied to the extraordinary mandatory redemption of the Series 2018A-4 Bonds. When no funds remain in the Series 2018A-3 Acquisition and Construction Account, or in any subaccount therein, the account shall be closed.

There is hereby established within the Series 2018A-4 Acquisition and Construction Account of the Acquisition and Construction Fund held by the Trustee a "Series 2018A-4 Costs

15

of Issuance Subaccount." Amounts in the Series 2018A-4 Costs of Issuance Subaccount shall be applied by the Trustee to pay the costs relating to the issuance of the Series 2018A-4 Bonds. Six months after the date of issuance of the Series 2018A-4 Bonds, any moneys remaining in the Series 2018A-4 Costs of Issuance Subaccount which have not been requisitioned by the Issuer to pay costs relating to the issuance of the Series 2018A-4 Bonds shall be deposited into the Series 2018A-4 Acquisition and Construction Account and applied as set forth in Article V of the Master Indenture and Section 4.0l(a) of this Third Supplemental Indenture. When no funds remain in the Series 2018A-3 Cost of Issuance Subaccount, that subaccount shall be closed.

(b) Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the "Series 2018A-4 Revenue Account." Series 2018A-4 Special Assessments (except for Series 2018A-4 Prepayments which shall be identified as such by the Issuer to the Trustee to be deposited in the Series 2018A-4 Prepayment Account) shall be deposited by the Trustee into the Series 2018A-4 Revenue Account which shall be applied as set forth in Article VI of the Master Indenture and Section 4.02 of this Third Supplemental Indenture.

(c) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the "Series 2018A-4 Principal Account." Moneys shall be deposited into such Account as provided in Article VI of the Master Indenture and Section 4.02 of this Third Supplemental Indenture, and applied for the purposes provided therein.

(d) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the "Series 2018A-4 Interest Account." Proceeds of the Series 2018A-4 Bonds shall be deposited into such Account in the amount set forth in Section 2.06(c) of this Third Supplemental Indenture. Moneys deposited into such Account pursuant to the Master Indenture and Section 4.02 of this Third Supplemental Indenture, shall be applied for the purposes provided therein and as provided in Section 4.0l(d) of this Third Supplemental Indenture.

(e) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the "Series 2018A-4 Sinking Fund Account." Moneys shall be deposited into such Account as provided in Article VI of the Master Indenture and Section 4.02 of this Third Supplemental Indenture and applied for the purposes provided therein and in Sections 3.0l(c) of this Third Supplemental Indenture.

(f) Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish an Account within the Debt Service Reserve Fund designated as the "Series 2018A-4 Debt Service Reserve Account."

(i) Proceeds of the Series 2018A-4 Bonds shall be deposited into the Series 2018A-4 Debt Service Reserve Account in the amount set forth in Section 2.06(a) of this Third Supplemental Indenture, which account will be held for the benefit of all of

16

the Series 2018A-4 Bonds, without privilege or priority of one Series 2018A-4 Bond over another, and such moneys, together with any other moneys deposited into such Account pursuant to the Master Indenture, shall be applied for the purposes provided therein and in this Section 4.0l(f). On the date that is forty-five (45) days prior to each Redemption Date (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amounts on deposit in the Series 2018A-4 Debt Service Reserve Account and transfer any excess therein (except for excess resulting from interest earnings and excess resulting from Prepayments as provided in Section 4.0l(f)(ii) below) above the Series 2018A-4 Debt Service Reserve Requirement, as follows: (A) prior to the Completion Date of the Series 2018A-4 Project, to the Series 2018A-4 Acquisition and Construction Account of the Acquisition and Construction Fund, and (B) on and after the Completion Date of the Series 2018A-4 Project, such amounts shall be transferred to the Series 2018A-4 Revenue Account.

(ii)	Notwithstanding the foregoing paragraph, so long as no Event of

Default has occurred and has not been cured, upon an optional prepayment by the owner of a lot or parcel of land of a Series 2018A-4 Special Assessment against such lot or parcel as provided in Section 4.05(a) of this Third Supplemental Indenture, the District, on the date that is forty-five (45) days prior to each Redemption Date (or, if such date is not a Business Day, on the Business Day next preceding such day), shall determine the Series 2018A-4 Debt Service Reserve Requirement, taking into account such optional prepayment and shall direct the Trustee in writing to transfer any amount on deposit in the Series 2018A-4 Debt Service Reserve Account in excess of the Series 2018A-4 Debt Service Reserve Requirement (except for excess resulting from interest earnings) from the Series 2018A-4 Debt Service Reserve Account to the Series 2018A-4 Prepayment Account of the Series 2018A-4 Bond Redemption Fund, as a credit against the Series 2018A-4 Prepayment otherwise required to be made by the owner of such lot or parcel. If the District fails to provide such transfer direction as provided in this subparagraph (ii), Trustee may assume any excess in the Series 2018A-4 Debt Service Reserve Account above the Series 2018A-4 Debt Service Reserve Requirement shall be transferred as provided in Section 4.0l(f)(i) hereof.

(iii) Earnings on investments in the Series 2018A-4 Debt Service Reserve Account shall be disposed of as follows:

(A)	If as of the last date on which amounts on deposit in the

Series 2018A-4 Debt Service Reserve Account were valued by the Trustee there was a deficiency in the Series 2018A-4 Debt Service Reserve Account, or if after such date withdrawals have been made from the Series 2018A-4 Debt Service Reserve Account and have created such a deficiency, then earnings on investments in the Series 2018A-4 Debt Service Reserve Account shall be deposited to the credit of the Series 2018A-4 Debt Service Reserve Account until the amounts on deposit therein equal the Series 2018A-4 Debt Service Reserve Requirement; and

17

			(B)	As long as no notice of an Event of Default under the		
	Indenture has been delivered to the Trustee and the amount in the Series 2018A-		
	4 Debt Service Reserve Account is not reduced below the then Series 2018A-4		
	Debt Service Reserve· Requirement, then earnings	on investments in such		
	Account shall	be applied as follows: (x) prior to the	Completion Date of the		
	Series 2018A-4 Project, to the Series 2018A-4 Acquisition and Construction		
	Account of the Acquisition and Construction Fund, and (y) on and after the		
	Completion Date of the Series 2018A-4 Project, to the Series 2018A-4 Revenue		
	Account of the Revenue Fund.		Trustee shall		
	(g)	Pursuant to Section 6.06 of the Master Indenture, the			
establish a separate Series Bond Redemption Fund designated as the "Series 2018A-4 Bond		
Redemption Fund" and within such Fund, a "Series 2018A-4 General Account" and a "Series		
2018A-4 Prepayment	Account."	Except as otherwise provided in this Third	Supplemental		
Indenture, moneys to be deposited into the Series 2018A-4 Bond Redemption Fund, as provided		
in Article VI of the Master Indenture shall be deposited to the Series 2018A-4 General Account		
of the Series 2018A-4	Bond Redemption Fund. Series 2018A-4 Prepayments shall be identified		
as such by the Issuer to the Trustee to then be deposited directly into the Series 2018A-4		
Prepayment Account of the Series 2018A-4 Bond Redemption Fund, as provided in the		
Indenture.	(h)	(i)	Moneys in the Series 2018A-4 General Account (including all		
earnings on investments held therein) shall be accumulated therein to be used in the		
following order of priority, to the extent that the need therefor arises:	Series 2018A-4		
Bonds,		FIRST, to make such deposits into the Rebate Fund for the			
	if any, as the	Issuer may direct in writing in accordance with	the Arbitrage		
Certificate, such moneys thereupon to be used solely for the	purposes specified in the		
Arbitrage Certificate.  Any moneys so transferred from the Series 2018A-4 General		
Account to the Rebate Fund shall thereupon be free from the lien and pledge of the		
Indenture;	SECOND, to be used to call for redemption pursuant to Section 3.0l{b)(ii),		
(iii), (iv) and (v) hereof an amount of Series 2018A-4 Bonds equal to the amount of		
money transferred to the Series 2018A-4 General Account pursuant to the aforesaid		
clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory		
redemption on the dates and at the prices provided in such	clauses or	provisions, as		
appropriate; and						
		THIRD, the remainder to be utilized by the Trustee, at the written		
direction of a Responsible Officer, to call for redemption such	Series 2018A-4 Bonds that		
are subject to	optional redemption pursuant to Section 3.0l(a) hereof such amount of		
Series	2018A-4 Bonds as,	may be practicable; provided, however, that not less than		
$5,000 principal amount of Bonds shall be called for redemption at one time.

18

(ii) Moneys in the Series 2018A-4 Prepayment Account of the Series 2018A-4 Bond Redemption Fund (including all earnings on investments therein) shall be accumulated therein to be used to call for redemption pursuant to Section 3.0l(b )(i) hereof an amount of Series 2018A-4 Bonds equal to the amount of money transferred to the Series 2018A-4 Prepayment Account pursuant to the aforesaid provision, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in Section 3.0l(b )(i) hereof.

SECTION 4.02. Series 2018A-4 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2018A-4 Revenue Account of the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:

FIRST, not later than the Business Day preceding each May 1 and November 1, to the Series 2018A-4 Interest Account of the Debt Service Fund, an amount from the Series 2018A-4 Revenue Account equal to the interest on the Series 2018A-4 Bonds due on such May 1 or November 1, less any amounts on deposit in the Series 2018A-4 Interest Account not previously credited;

SECOND, no later than the Business Day next preceding each May 1, to the Series 2018A-4 Principal Account of the Debt Service Fund, an amount from the Series 2018A-4 Revenue Account equal to the principal amount of Series 2018A-4 Bonds Outstanding and maturing on such May 1, if any, less any amounts on deposit in the Series 2018A-4 Principal Account not previously credited;

THIRD, no later than the Business Day next preceding each May 1, to the Series 2018A-4 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2018A-4 Revenue Account equal to the principal amount of Series 2018A-4 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2018A-4 Sinking Fund Account not previously credited;

FOURTH, upon receipt but no later than the Business Day next succeeding each Interest Payment Date, to the Series 2018A-4 Debt Service Reserve Account an amount from the Series 2018A-4 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2018A-4 Debt Service Reserve Requirement; and

FIFTH, prior to any other date on which Series 2018A-3 Bonds are to be redeemed that is not on an Interest Payment Date, an amount equal to interest accrued on such Series 2018A-3 Bonds to be redeemed.

FIFTH, subject to the following paragraph, the balance of any moneys remaining after making the foregoing deposits shall remain in the Series 2018A-4 Revenue Account unless pursuant to the Arbitrage Certificate it is necessary to make a deposit into the

19

Rebate Fund, in which case the Issuer shall direct the Trustee in writing to make such deposit thereto.

On or after each November 2, the Trustee shall transfer to the Issuer, at the Issuer's written direction, the balance on deposit in the Series 2018A-4 Revenue Account on such November 2 to be used for any lawful purpose of the Issuer; provided, however, that on the date of such proposed transfer the amount on deposit in the Series 2018A-4 Debt Service Reserve Account shall be equal to the Series 2018A-4 Debt Service Reserve Requirement and, provided, further, that no notice of an Event of Default under the Indenture has been delivered to the Trustee, including the payment of Trustee's fees and expenses then due.

SECTION 4.03. Power to Issue Series 2018A-4 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2018A-4 Bonds, to execute and deliver the Indenture and to pledge the Pledged Revenues for the benefit of the Series 2018A-4 Bonds to the extent set forth herein. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Series 2018A-4 Bonds, except for Bonds issued to refund all or a portion of the Series 2018A-4 Bonds. The Series 2018A-4 Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indenture and all the rights of the Owners of the Series 2018A-4 Bonds under the Indenture against all claims and demands of all persons whomsoever.

SECTION 4.04. Series 2018A-4 Project to Conform to Plans and Specifications; Changes. The Issuer will proceed to complete the Series 2018A-4 Project, as described in the Engineer's Report and on Exhibit A hereto, in accordance with the plans and specifications therefor, as such plans and specifications may be amended by the Issuer from time to time; provided that prior to any such amendment of the plans and specifications for the Series 2018A-4 Project (including any amendment to Exhibit A hereto), the Consulting Engineer shall have delivered its certificate approving the proposed amendment to such plans and specifications.

SECTION 4.05.     Prepayments: Removal of Special Assessment Liens.

(a) At any time any owner of property subject to the Series 2018A-4 Special Assessments may, at its option, or under certain circumstances described in the Assessment Resolutions in connection with Prepayments derived from application of the "true-up" mechanism therein, require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2018A-4 Special Assessments by paying to the Issuer all or a portion of the Series 2018A-4 Special Assessment which shall constitute Series 2018A-4 Prepayments as directed in writing by the Issuer pursuant to the provisions of Section 4.0l(h)(ii) of this Third Supplemental Indenture, plus accrued interest to the next succeeding Redemption Date (or the second succeeding Redemption Date if such prepayment is made within forty-five (45) calendar days before a Redemption Date), attributable to the property subject to Series 2018A-4 Special Assessment owned by such owner; provided, however, to the extent that such

20

payments are to be used if so provided under Section 4.0l(f)(ii) hereof to redeem Series 2018A-4 Bonds in the event the amount in the Series 2018A-4 Debt Service Reserve Account will exceed the Series 2018A-4 Debt Service Reserve Requirement as a result of a Series 2018A-4 Prepayment in accordance with this Section 4.0S(a) and the resulting redemption in accordance with Section 3.0l(b)(i) of this Third Supplemental Indenture of Series 2018A-4 Bonds, the excess amount above the Series 2018A-4 Debt Service Reserve Requirement shall be transferred from the Series 2018A-4 Debt Service Reserve Account to the Series 2018A-4 P:r:epayment Account of the Series 2018A-4 Bond Redemption Fund, as a credit against the Series 2018A-4 Prepayment otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the Issuer together with a certificate of a Responsible Officer of the Issuer stating that [there is no Events of Default] and, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2018A-4 Debt Service Reserve Account to equal or exceed the Series 2018A-4 Debt Service Reserve Requirement and accompanied by cash flows which demonstrate that, after giving effect to the proposed redemption of Series 2018A-4 Bonds, there will be sufficient Pledged Revenues to pay the principal and interest, when due, on all Series 2018A-4 Bonds that will remain Outstanding. The written instructions shall be delivered to the Trustee on the 46th day prior to a Redemption Date.

(b)	Upon receipt of Series 2018A-4 Prepayments as described in paragraph

(a)	above, which includes accrued interest to the next succeeding Redemption Date (or the second succeeding Redemption Date if such prepayment is made within forty-five (45) calendar days before a Redemption Date), subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee and clearly identify in writing such amounts as a Series 2018A-4 Prepayment and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by the District Manager, to the effect that the Series 2018A-4 Special Assessment has been paid in whole or in part and that such Series 2018A-4 Special Assessment lien is thereby reduced, or released and extinguished, as the case may be. Upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the Series 2018A-4 Prepayment Account of the Series 2018A-4 Bond Redemption Fund to be applied in accordance with Section 4.0l(h)(ii) of this Third Supplemental Indenture, to the redemption of Series 2018A-4 Bonds in accordance with Section 3.0l(b)(i) of this Third Supplemental

Indenture.

			ARTICLEV			
ADDITIONAL COVENANTS OF THE ISSUER		
SECTION 5.01.		Collection	of   Series   2018A-4	Special	Assessments.	
Notwithstanding Section	9.04 of the	Master Trust Indenture, the	Series	2018A-4 Special	
Assessments shall be directly collected and enforced by the Issuer pursuant to the provisions of the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto; provided, however, Series 2018A-4 Special Assessments levied on platted lots not

21

owned by the Developer and pledged hereunder to secure the Series 2018A-4 Bonds will be collected pursuant to the Uniform Method pursuant to Section 9.04 of the Master Trust Indenture. The Issuer covenants to enter into a Property Appraiser and Tax Collector Agreement with the County in order to comply with the provisions of this Section.

Notwithstanding the immediately preceding paragraph or any other provision in the Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the written direction of the Majority Owners of the Series 2018A-4 Bonds, requests that the Issuer not use the Uniform Method, but instead collect and enforce Series 2018A-4 Special Assessments pursuant to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the Issuer shall collect and enforce said Series 2018A-4 Special Assessments in the manner and pursuant to the method so requested by the Trustee.

Any Series 2018A-4 Special Assessments that are not collected pursuant to the Uniform Method shall be billed directly to the applicable landowner and be payable not later than thirty (30) days prior to each Interest Payment Date.

SECTION 5.02.      Additional  Covenant  Regarding  Series  2018A-4  Special

Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in the Indenture, the Issuer covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2018A-4 Special Assessments, including the Assessment Resolution and the Assessment Methodology, and to levy the Series 2018A-4 Special Assessments and any required true-up payments set forth in the Assessment Methodology, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2018A-4 Bonds, when due. The Assessment Methodology shall not be amended in a manner that materially impacts the methodology used therein without written consent of the Majority Owners of the Series 2018A-4 Bonds.

SECTION 5.03. Foreclosure of Assessment Lien. Notwithstanding Section 9.06 of the Master Indenture or any other provision of the Indenture to the contrary, the following provisions shall apply with respect to the Series 2018A-4 Special Assessments and Series 2018A-4 Bonds.

If any property shall be offered for sale for the nonpayment of any Series 2018A-4 Special Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2018A-4 Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount equal to the balance due on the Series 2018A-4 Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special purpose entity title to the property for the benefit of the Owners of the Series 2018A-4 Bonds; provided that the Trustee shall have the right, acting at the written direction of the Majority Owners of the Series 2018A-4 Bonds, but shall not be obligated, to direct the District with respect to any action taken

22

pursuant to this Section. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the related Series 2018A-4 Revenue Account. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for sale of property acquired by it as trustee for the Owners of the Series 2018A-4 Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners of the Series 2018A-4 Bonds.

SECTION 5.04. No Parity Bonds; Limitation on Parity Liens. The Issuer covenants and agrees that so long as there are any Series 2018A-4 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Pledged Revenues, except for refunding bonds. The Issuer further covenants and agrees that so long as the Series 2018A-4 Special Assessments have not been Substantially Absorbed, it shall not issue any Bonds secured by Special Assessments for capital projects on lands subject at such time to the Series 2018A-4 Special Assessments without the consent of the Majority Owners; provided, however, that the foregoing shall not preclude the imposition of Special Assessments for capital projects necessary for health, safety, and welfare reasons, to remediate a natural disaster, or imposed prior to the issuance of the Series 2018A-4 Bonds.

SECTION 5.05.      Reserved.

SECTION 5.06. Acknowledgment Regarding Series 2018A-4 Acquisition and Construction Account Moneys Following an Event of Default. In accordance with the provisions of the Indenture, upon the occurrence of an Event of Default with respect to the Series 2018A-4 Bonds, the Series 2018A-4 Bonds are payable solely from the Pledged Revenues and any other moneys held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, upon the occurrence of an Event of Default with respect to the Series 2018A-4 Bonds, (i) the Pledged Revenues include, without limitation, all amounts on deposit in the Series 2018A-4 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, (ii) the Pledged Revenues may not be used by the Issuer (whether to pay Costs of the Series 2018A-4 Project or otherwise) without the consent of the Majority Owners of the Series 2018A-4 Bonds and (iii) the Pledged Revenues may be used by the Trustee, at the written direction or with the written approval of the Majority Owners of the Series 2018A-4 Bonds, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture or as otherwise provided in the Master Indenture.

SECTION 5.07. Enforcement of True-Up Agreement and Completion Agreement. The District, either through its own actions, or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the provisions of the Completion Agreement and the True-Up Agreement, and, upon the occurrence and continuance of a default under either or both of such Agreements, the District covenants and agrees that the Trustee, at the written

23

direction of the Majority Owners of the Series 2018A-4 Bonds shall act on behalf of, and in the District's stead, to enforce the provisions of such Agreements and to pursue all available remedies under applicable law or in equity. Anything herein or in the Master Indenture to the contrary notwithstanding, failure of the District to enforce, or permit the Trustee to enforce in its stead, all of the provisions of the Completion Agreement and the True-Up Agreement upon demand of the Majority Owners of the Series 2018A-4 Bonds, or the Trustee at the written direction of the Majority Owners of the Series 2018A-4 Bonds, shall constitute an Event of Default under the Indenture without benefit of any period for cure.

SECTION 5.08. Assig n ment of District's Rights Under Collateral Assignment. The District hereby assigns its rights under the Collateral Assignment to the Trustee for the benefit of the Owners, from time to time, of Bonds Outstanding under the Indenture. The Trustee shall act in accordance with the written directions of the Majority Owners of the Series 2018A-4 Bonds.

SECTION 5.09. Application of Section 9.31 of Master Indenture. With respect to the Series 2018A-4 Bonds, the covenants of Section 9.31 of the Master Indenture shall not require the Issuer to impose additional assessments, taxes, or other similar amounts, the imposition of which would require an action of the governing body of the Issuer.

ARTICLE VI

MISCELLANEOUS PROVISIONS

SECTION 6.01. Interpretation of Supplemental Indenture. This Third Supplemental Indenture amends and supplements the Master Indenture with respect to the Series 2018A-4 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this Third Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and the Supplemental Indenture shall be read and construed as one document.

SECTION 6.02. Amendments. Any amendments to this Third Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.

SECTION 6.03. Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 6.04. Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this Third Supplemental Indenture are hereby incorporated herein and made a part of this Third Supplemental Indenture for all purposes.

24

SECTION 6.05. Payment Dates. In any case in which an Interest Payment Date, principal payment date or the maturity date of the Series 2018A-4 Bonds or the date fixed for the redemption of any Series 2018A-4 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.

SECTION 6.06. No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Series 2018A-4 Bonds.
SECTION 6.07. Patriot Act Requirements of Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non -individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

SECTION 6.08. Brokerage Requirements. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

[Remainder of page intentionally left blank]

25

IN WITNESS WHEREOF, Canopy Community Development District has caused this Third Supplemental Trust Indenture to be executed by the Chair of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by an Assistant Secretary of its Board of Supervisors and U.S. Bank National Association has caused this Third Supplemental Trust Indenture to be executed by one of its Vice Presidents, all as of the day and year first above written.

SEAL	CANOPY			
	COMMUNITY DEVELOPMENT DISTRICT		
Attest:	By: _ _ _ _ _ _ _ _ _ _ _			
		_		
	Chair, Board of Supervisors			

Assistant Secretary,

Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: _ _ _ _ _ _ _ _ _ _ _	_

Vice President

26

EXHIBIT A

THE SERIES 2018A-4 PROJECT

Description	Cost

On-Site Roadway

Drainage

Utility

Recreation

Wetland Mitigation

1

CANOPY COMMUNITY DEVELOPMENT DISTRICT
(Tallahassee, Florida)

	$. I	_ _   ]		$(..__	,		
										
Special Assessment Bonds,	Special Assessment Bonds,		
Series 2018A-l	Series 2018A-2		
	$.. (	_ _		$[..__	__,)		
								
Special Assessment Bonds,	Special Assessment Bonds,		
Series 2018A-3	Series 2018A-4		

[May_, 2018)

BOND PURCHASE AGREEMENT

Canopy Community Development District City of Tallahassee, Florida

Ladies and Gentlemen:

MBS Capital Markets, LLC (the "Underwriter") offers to enter into this Bond Purchase Agreement with the Canopy Community Development District (the "District" or the "Issuer"). This offer is made subject to written acceptance hereof by the Issuer at or before 11 :59 p.m., New

York time, on the date hereof. If not so accepted, this offer will be subject to withdrawal by the Underwriter upon written notice delivered to the Issuer at any time prior to the acceptance hereof

by the Issuer. Capitalized terms used herein and not otherwise expressly defined herein shall have the meaning ascribed tQ such term in the hereinafter defined Limited Offering Memorandum or
Indenture, as applicable.

1. Purchase and Sale. Upon the terms and conditions and in reliance on the representations, warranties, covenants and agreements set forth herein, the Underwriter hereby
agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the	
Underwriter, all (but not less than all) of the Issuer's $[	1 aggregate principal amount of	
(i) Special Assessment Bonds, Series 2018A-1  (the		"Series	2018A-1  Bonds"), (ii) Special	
Assessment Bonds, Series 2018A-2 (the "Series 2018A-2 Bonds" and, together with the Series 2018A-1 Bonds, the "Series 2018A-1/2 Bonds"), (iii) Special Assessment Bonds, Series 2018A- 3 (the "Series 2018A-3"), and (iv) Special Assessment Bonds, Series 2018A-4 (the "Series 2018A- 4 Bonds" and, collectively with the Series 2018A-1/2 Bonds and the Series 2018A -3 Bonds, the "Series 2018A Bonds"). The Series 2018A Bonds shall be dated as of the date of their delivery and shall be payable on the dates and in the principal amounts, bear such rates of interest and be subject to redemption, all as set forth in Exhibit A attached hereto. Interest on the Series 2018A Bonds is payable semi-annually on each May 1 and November 1, commencing on November 1,
2018.  The aggregate purchase price for the Series 2018A-1/2 Bonds shall be $1	I (the		
"Series 2018A-1/2 Purchase Price") representing (i) the aggregate par amount		Series		
	of the			
2018A- 1/2 Bonds of$(	),	[minus an original issue discount on the Series 2018A-1/2		
Bonds	of$[	],]		and less	an Underwriter's discount on the Series 2018A-l/2 Bonds of		

	$1	). The aggregate purchase price for the Series 2018A-3 Bonds shall be$!	l (the		
															
	"Series 2018A-3 Purchase Price") representing (i) the par amount of the Series 2018A-3 Bonds of		
$1	f, [minus an original issue discount on the Series 2018A-3 Bonds of$[		I,]		
	and less an	Underwriter's discount on the Series 2018A-3 Bonds of$!	).	The aggregate			
purchase price for the Series 2018A-4 Bonds shall be$[	l							
		(the "Series 2018A-4 Purchase		
Price") representing (i) the par amount of the Series						),		[minus an		
	2018A- 4 Bonds of$[					
original issue discount on the Series 2018A-4 Bonds of$[			I,]		and less an	Underwriter's		
discount on the Series 2018A-4 Bonds of $I	].															

The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as Exhibit B.

The Series 2018A Bonds are authorized and issued pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any successor statute thereto, the Florida Constitution, and other applicable provisions of law (collectively, the

"Act"), and Ordinance No. 17-0-08, effective May 24, 2017, and enacted by the City Commission of the City of Tallahassee, Florida (the "City"). The District currently consists of approximately
424.17 acres ofland located entirely within the City. The District was established for the purposes,

among other things, of financing and managing the acquisition, construction, maintenance and operation of the major infrastructure necessary within and without the District for community
development. The Series 2018A Bonds are being issued pursuant to the Act and a Master Trust Indenture, dated as of May 1, 2018 (the "Master Indenture"), between the District and U.S. Bank
National Association, as trustee (the "Trustee"), as supplemented and amended from time to time, particularly as supplemented by a (i) First Supplemental Trust Indenture, (ii) Second Supplemental Trust Indenture, and (iii) Third Supplemental Trust Indenture, each dated as of May 1, 2018, and each between the District and the Trustee (collectively, the "Supplemental Indentures" and,

together with the Master Indenture, the "Indenture"), and Resolution Nos. 2018-01 and 2018-07 adopted by the District on October 23, 2017 and May 1, 2018, respectively (collectively, the "Resolution"), authorizing the issuance of the Series 2018A Bonds.

The Series 2018A Bonds are being issued to: (a) pay all or a portion of the costs of the Series 2018A Project, (b) pay certain capitalized interest on the Series 2018A Bonds, (c) fund

deposits to the respective Debt Service Reserve Accounts in the amount of the respective Debt Service Reserve Requirements, and (d) pay the costs of issuance of the Series 2018A Bonds.

The Series 2018A Bonds are payable from and secured by the Pledged Revenues, which consists of the revenues derived by the District from non-ad valorem special assessments levied

and imposed against 257 units within the development known as Canopy that are subject to assessment as a result of the Series 2018A Project or any portion thereof. The Series 2018A

Special Assessments are levied and imposed by the District pursuant to proceedings of the District which include Resolution Nos. 2017-27 and 2018-07, adopted by the Governing Body of the District on October 3, 2017 and May 1, 2018, respectively, and any supplemental proceedings undertaken by the District with respect to the Series 2018A Special Assessments (the "Assessment Proceedings").

2. Delivery of Limited Offering Memorandum and Other Documents. (a) Prior to the date hereof, the Issuer provided to the Underwriter for its review the Preliminary Limited Offering

2

Memorandum dated [May_], 2018 (the "Preliminary Limited Offering Memorandum"), that the Issuer deemed final as of its date, except for certain permitted omissions (the "Permitted Omissions"), as contemplated by Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission (the "SEC") in connection with the pricing of the Series 2018A Bonds. The Issuer hereby confirms that the Preliminary Limited Offering Memorandum was deemed final as of its date, except for the Permitted Omissions.

(b) The Issuer shall deliver, or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof, or within such shorter period as may be requested by the Underwriter and at least one (1) business day prior to the Closing Date (as such

term is defined herein), or within such other period as the Underwriter may inform the Issuer which is necessary for the Underwriter to comply with regulations of the Municipal Securities

Rulemaking Board ("MSRB ") in order to accompany any confirmation that requests payment from any customer (i) sufficient copies of the final Limited Offering Memorandum (the "Limited Offering Memorandum"), including a copy in word-searchable portable document format, to enable the Underwriter to fulfill its obligations pursuant to the securities laws of the State of Florida

(the "State") and the United States, in form and substance satisfactory to the Underwriter, and (ii) an executed original counterpart or certified copy of the Limited Offering Memorandum and the

Indenture. In determining whether the number of copies to be delivered by the Issuer are reasonably necessary, at a minimum, the number shall be determined by the Underwriter and conveyed to the Issuer as shall be sufficient to enable the Underwriter to comply with the

requirements of the Rule, all applicable rules of the MSRB, and to fulfill its duties and responsibilities under Florida and federal securities laws generally.

The Underwriter agrees to file the Limited Offering Memorandum in accordance with applicable MSRB rules.

The Issuer authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in connection with the public offering and sale of the Series 2018A Bonds. The Underwriter agrees that it will not confirm the sale of any Series 2018A Bonds unless the confirmation of sale requesting payment is accompanied or preceded by the delivery of a copy of the Limited Offering Memorandum.

(c) From the date hereof until the earlier of (i) 90 days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Limited Offering

Memorandum is available to any person from the MSRB (but in no case less than 25 days following the end of the underwriting period), if the Issuer has knowledge of the occurrence of any event which may make it necessary to amend or supplement the Limited Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter and if, in the reasonable opinion of the Issuer or the reasonable opinion of the Underwriter, such event requires the preparation and publication of an amendment or supplement to the Limited Offering Memorandum, the Issuer, at

its expense (unless such event was caused by the Underwriter), shall promptly prepare an appropriate amendment or supplement thereto (and file or cause, to be filed, the same with the MSRB, and mail such amendment or supplement to each record owner of any Series 2018A Bonds)

so that the statements in the Limited Offering Memorandum as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading, in a form and in a

3

manner reasonably approved by the Underwriter. The Issuer will promptly notify the Underwriter of the occurrence of any event of which it has knowledge, which, in its opinion, is an event

described in the preceding sentence. The amendments or supplements that may be authorized for use with respect to the Series 2018A Bonds are hereinafter included within the term "Limited
Offering Memorandum."

3. Authority of the Underwriter. The Underwriter is duly authorized to execute this Bond Purchase Agreement and to perform its obligations hereunder. The Underwriter hereby represents that neither it nor any "person" or "affiliate" has been on the "convicted vendor list" during the past 36 months, as all such terms are defined in Section 287.133, Florida Statutes, as amended.

4. Establishment of Issue Price. [(a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2018A Bonds and shall execute and deliver to the Issuer at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, in substantially the form of Exhibit J attached hereto, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2018A Bonds.

(b) Except as otherwise set forth in Exhibit J attached hereto, the District will treat the first price at which 10% of each maturity of the Series 2018A Bonds (the "10%
test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of the Series 2018A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2018A Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2018A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10% test has been satisfied as to the Series 2018A Bonds of that maturity or until all Series 2018A Bonds of that maturity have been sold to the public.

(c) The Underwriter confirms that it has offered the Series 2018A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit J attached hereto, except as otherwise set forth therein. Exhibit J also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2018A Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue

price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2018A Bonds, the Underwriter will neither offer nor sell unsold Series 2018A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

4

(i)	the close of the fifth (5th) business day after the sale date; or

(ii)	the date on which the Underwriter has sold at least 10% of that maturity of the Series 2018A Bonds to the public at a price that is no higher than the
initial offering price to the public.

(d) As of the date hereof, the Underwriter [has met the 10% test for each maturity of the Series 2018A Bonds/ has not met the 10% test for each maturity of the Series 2018A Bonds and will adhere to the hold-the-offering-price rule for each maturity of Series 2018A Bonds. The Underwriter shall promptly advise the Issuer when it has sold 10% of that maturity of the Series 2018A Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.]]

(e) The Underwriter acknowledges that sales of any Series 2018A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section:

(i)	"public" means any person other than an underwriter or a related party, and

(ii)	a purchaser of any of the Series 2018A Bonds is a "related party" to an

underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A)

at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another),
(B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by· one entity of the other), and

(iii) "sale date" means the date of execution of this Purchase Agreement is executed by all parties.

5. Issuer Representations. Warranties, Covenants and Agreements. The Issuer represents and warrants to and covenants and agrees with the Underwriter that, as ofthe date hereof and as of the date of the hereinafter defined Closing:

(a)	The District is a local unit of special purpose government, duly organized and

established and validly existing under the Act and the Constitution and laws of the State of Florida, with full legal right, power and authority to: (1) impose, levy and collect the Series 2018A Special Assessments in the manner described in the Limited Offering Memorandum; (2) issue the Series

2018A Bonds for the purposes for which they are to be issued, as described in the Limited Offering Memorandum; (3) secure the Series 2018A Bonds as provided by the Indenture; (4) enter into the obligations under the (a) Indenture, (b) Continuing Disclosure Agreement dated May 1, 2018 (the "Continuing Disclosure Agreement"), (c) Agreement between the District and Ox Bottom

Mortgage Holdings, LLC (the "Developer"), regarding the True-Up and Payment of Series 2018A Special Assessments (the "True-Up Agreement"), (d) the Agreement by and between the District

5

and the Developer, regarding the Acquisition of Certain Work Product, Infrastructure and Real Property (the "Acquisition Agreement"), and (e) the Agreement by and between the District and

the Developer, regarding the Completion of Certain Improvements (the "Completion Agreement"),

(5) adopt the Resolution and the Assessment Proceedings, and (6) carry out and consummate all of the transactions contemplated by the Indenture, this Bond Purchase Agreement, the Continuing Disclosure Agreement, the True-Up Agreement, the Acquisition Agreement, and the Completion

Agreement (collectively, herein referred to as the "Financing Documents"). The Issuer has complied, and at the Closing will be in compliance in all respects, with the terms of the Act and
with the obligations on its part contained in the Financing Documents and the Series 2018A Bonds.

(b)	The District has complied with the Resolution, the Assessment Proceedings, the Act, and the Constitution and laws of the State in all matters relating to the Financing Documents and the imposition, and levy and collection of the Series 2018A Special Assessments.

(c)	The District has duly authorized and approved (1) the execution and delivery, or adoption, as the case may be, and performance of the Financing Documents, the Series 2018A
Special Assessments and the Series 2018A Bonds, (2) the use and distribution of the Preliminary Limited Offering Memorandum and the execution, delivery and distribution of the Limited Offering Memorandum, and (3) the taking of any and all such action as may be required on the part of the District to carry out, give effect to and consummate the transactions contemplated by the Financing Documents, the Series 2018A Special Assessments, the Series 2018A Bonds, and the Limited Offering Memorandum.

(d) Each of the Financing Documents constitutes a legally valid and binding obligation of the District enforceable in accordance with its terms, and, upon due authorization, execution

and delivery hereof and thereof by the parties hereto, will constitute the legal, valid and binding obligation of the District enforceable in accordance with its terms.

(e)	When delivered to and paid for by the Underwriter at the Closing in accordance

with the provisions of this Bond Purchase Agreement, the Series 2018A Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute legal, valid and
binding special obligations of the District, conforming to the Act, and entitled to the benefit and security of the Indenture.

(f)	Upon the execution, authentication, issuance and delivery of the Series 2018A

Bonds as aforesaid, the Indenture will provide, for the benefit of the holders from time to time of the Series 2018A Bonds, a legally valid and binding pledge of and a security interest in and to the
Pledged Revenues pledged to the Series 2018A Bonds, subject only to the provisions of the Supplemental Indentures permitting the application of such Pledged Revenues for the purposes and on the terms and conditions set forth therein.

(g) Other than any approvals that might be required under the securities laws of any state, no approval, permit, consent or authorization of, or registration or filing with, any

governmental or public agency or authority or any other entity not already obtained or made, or to be made simultaneously with the issuance of the Series 2018A Bonds, is required to be obtained

by the District in connection with the issuance and sale ofthe Series 2018A Bonds, or the execution and delivery by the District of, or the due performance of its obligations under, the Financing

6

Documents and the Series 2018A Bonds, and any such approvals, permits, consents or authorizations so obtained are in full force and effect.

(h) Other than as disclosed in the Limited Offering Memorandum, the District is not in breach of or in default under any applicable constitutional provision, law or administrative

regulation of the State or the United States, the Series 2018A Bonds, the Financing Documents, or any applicable judgment or decree or any other loan agreement, indenture, bond, note, resolution,

agreement or other instrument to which the District is a party or to which the District or any of its

property or assets is otherwise subject, that could have a materially adverse effect on the business or operations of the District, and no event of default by the District has occurred and is continuing

under any such instrument except as otherwise stated herein.

(i) The execution and delivery by the District of the Financing Documents, the Series 2018A Bonds and any other instrument to which the District is a party and which is used or contemplated for use in conjunction with the transactions contemplated by the Financing Documents, the Series 2018A Bonds or the Limited Offering Memorandum, and the compliance with the provisions of each such instrument and the consummation of any transactions

contemplated hereby and thereby, will not conflict with or constitute a breach of, or default under any indenture, contract, agreement, or other instrument to which the District is a party or by which
it is bound, or to the best of its knowledge under any provision of the Constitution of the State or

any existing law, rule, regulation, ordinance, judgment, order or decree to which the District (or any of its supervisors or officers in their respective capacities as such) or its properties is subject.

(j)	Except as disclosed in the Limited Offering Memorandum, there is no action, suit,

hearing, inquir y or investigation, at law or in equity, before or by any court, public board, agency or body, pending or, to the best knowledge of the District, threatened against or affecting the District or any of its supervisors in their respective capacities as such, in which an unfavorable decision, ruling or finding would, in any material way, adversely affect ( 1) the transactions contemplated by the Financing Documents, the Series 2018A Bonds or the Assessment Proceedings, (2) the organization, existence or powers of the District or any of its supervisors or officers in their respective capacities as such, (3) the business, properties or assets or the condition, financial or otherwise, of the District, (4) the validity or enforceability of the Series 2018A Bonds,

the Financing Documents, the Series 2018A Special Assessments or any other agreement or instrument to which the District is a party and which is used or contemplated for use in the transactions contemplated hereby or by the Indenture, (5) the exclusion from gross income for

federal income tax purposes of the interest on the Series 2018A Bonds, (6) the exemption under the Act of the Series 2018A Bonds and the interest thereon from taxation imposed by the State of Florida, (7) the legality of investment in the Series 2018A Bonds for certain investors as provided in the Act, (8) the issuance, sale or delivery of the Series 2018A Bonds, or (9) the collection of the Series 2018A Special Assessments and the pledge thereof under the Indenture to pay the principal or premium, if any, or interest on the Series 2018A Bonds.

(k) The District has not issued, assumed or guaranteed any indebtedness, incurred any material liabilities, direct or contingent, or entered into any contract or arrangement of any kind
payable from or secured by a pledge of the Pledged Revenues pledged to the Series 2018A Bonds with a lien thereon prior to or on a parity with the lien of the Series 2018A Bonds.

7

(1) Between the date of this Bond Purchase Agreement and the date of the Closing, the District will not, without the prior written consent of the Underwriter, incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position, results of operations or condition, fmancial or otherwise, of the District, other than (1) as contemplated by the Limited Offering Memorandum, or (2) in the ordinary course of business.

(m)	Any certificates signed by any official of the District authorized to do so shall be deemed a representation and warranty by the District to the Underwriter as to the statements made therein.

(n)	No representation or warranty by the District in this Bond Purchase Agreement nor any statement, certificate, document or exhibit furnished to or to be furnished by the District pursuant to this Bond Purchase Agreement or the Limited Offering Memorandum or in connection with the transactions contemplated hereby contains or will contain on the Closing Date any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading,

provided, however, that no representation is made with respect to information concerning The Depository Trust Company or the Underwriter.

(o)	Other than as disclosed in the Limited Offering Memorandum, the District is not in

default and has not been in default at any time after December 31, 197 5 as to principal or interest with respect to any obligations issued or guaranteed by the District.

6. The Closing. At 12:00 noon, New York time, on [May_], 2018 (the "Closing Date"), or at such earlier or later time or date to which the Issuer and the Underwriter may mutually agree, the Issuer will, subject to the terms and conditions hereof, deliver the Series 2018A Bonds to the Underwriter in full book-entry form, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept

such delivery and pay the (i) Series 2018A-1/2 Purchase Price of the Series 2018A-1/2 Bonds, (ii) Series 2018A-3 Purchase Price of the Series 2018A-3 Bonds, (iii) Series 2018A-4 Purchase Price of the Series 2018A-4 Bonds, respectively, as set forth in Paragraph 1 hereof (such delivery of and

payment for the Series 2018A Bonds is herein called the "Closing"). The Issuer shall cause CUSIP identification numbers to be printed on the Series 2018A Bonds, but neither the failure to print

such number on any Series 2018A Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Series 2018A Bonds in accordance with the terms of this Bond Purchase Agreement. The Closing shall occur at the offices of the Issuer, or such other place to which the Issuer and the Underwriter shall have mutually agreed. The Series 2018A Bonds shall be prepared and delivered as fully registered bonds in such authorized denominations and registered in full book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") and shall be delivered to DTC during the business day prior to the Closing for purposes of inspection, unless the DTC "F.A.S.T." procedure is used which requires the Registrar to retain possession of the Series 2018A Bonds.

7.	Closing Conditions.  The Underwriter has entered into this Bond Purchase
Agreement in reliance upon the representations, warranties and agreements of the District contained herein and contained in the documents and instruments delivered at the Closing, and

8

upon the performance by the District of its obligations hereunder, as of the date of the Closing. Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to cause the purchase, acceptance of delivery and payment for the Series 2018A Bonds shall be subject to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions:

(a)	The representations and warranties of the District contained herein shall be true,
complete and correct on and as of the date of the Closing, the statements made in all certificates and other documents delivered to the Underwriter at the Closing shall be true, complete and correct as of the Closing Date, and the District shall be in compliance with each of the agreements made by it in this Bond Purchase Agreement and the Indenture as of the Closing Date;

(b) At the Closing, (1) the Financing Documents and the Assessment Proceedings shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and the District shall have adopted and there shall be in full force and effect such additional agreements therewith and in connection with the issuance of the Series 2018A Bonds all such action as in the reasonable opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby, (2) the Limited Offering Memorandum shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, (3) there shall not have occurred any event that causes the Limited Offering Memorandum or any amendment or supplement thereto to contain an untrue or misleading statement of fact that in the opinion of the Underwriter or its counsel is material or omits to state a fact that in the opinion of the Underwriter or its counsel is material and necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (4) the District shall perform or shall have performed all of its obligations under or specified in the Financing Documents to be performed at or prior to the Closing, and (5) the Series 2018A Bonds shall have been duly authorized, executed, authenticated and delivered;

(c) At or prior to the Closing, the Underwriter shall have received executed or certified copies of the following documents:

(1)	Certificates, dated the Closing Date regarding the Limited Offering Memorandum and no default;

(2)	The Resolution and the Assessment Proceedings, certified by authorized officers of the District under its seal as a true and correct copy and as having been adopted with only such amendments, modifications or supplements as may have been approved by

the Underwriter;

(3)	Executed copies of (i) the Financing Documents and (ii) certain documents to be delivered by the Developer, including the (a) Collateral Assignment and Assumption of Development Rights and (b) Declaration of Consent to Jurisdiction of Canopy Community Development District and to Imposition of Series 2018A Special Assessments;

(4)	The Limited Offering Memorandum, executed on behalf of the District by the Chairman of its Board of Supervisors;

9

(5) A certificate of the District, dated the Closing Date, signed on its behalf by the Chairman and the Secretary of its Board of Supervisors, in substantially the form of Exhibit C hereto;

(6) An opinion, dated the Closing Date, of Bryant Miller Olive P.A., Orlando, Florida, Bond Counsel, substantially in the form attached as an Appendix to the Limited Offering Memorandum;

(7) A supplemental opinion, dated the Closing Date, of Bond Counsel to the effect that (A) the Underwriter may rely on the approving opinion of Bond Counsel as though such opinion were addressed to it; (B) Bond Counsel has reviewed the statements contained in the Limited Offering Memorandum under the sections "DESCRIPTION OF
THE SERIES 2018A BONDS" (other than the portion thereof captioned "Book-Entry Only System" and other than any information therein relating to DTC or the book-entry system)

and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2018A BONDS" and believes that insofar as such statements purport to summarize certain provisions of the Resolution, Indenture, and the Series 2018A Bonds, such statements are accurate summaries of the provisions purported to be summarized. Bond Counsel has also reviewed the information contained in the Limited Offering Memorandum under the section captioned "TAX MATTERS" and believes that such information is accurate (other

than as set forth above, Bond Counsel expresses no opinion with respect to the accuracy, completeness, fairness, or sufficiency of the Limited Offering Memorandum, the statistical

or financial data contained therein, or any exhibit or attachments thereto or with respect to DTC and its book-entry system); and (C) the Series 2018A Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution and Indenture

are exempt from qualification under the Trust Indenture Act of 1939, as amended;

(8)	An opinion, dated the Closing Date, of Hopping Green & Sams, P.A., Tallahassee, Florida, District Counsel, in substantially the form of Exhibit D hereto;

(9)	An opinion, dated the Closing Date, of Greenberg Traurig, P.A., Orlando, Florida, Counsel to the Underwriter (the "Underwriter's Counsel"), in substantially the
form of Exhibit F hereto;

(10)	A certificate of the Developer, in substantially the form of the certificate

attached hereto as Exhibit G and an opinion of counsel to the Developer in substantially the form attached hereto as Exhibit H (which may be addressed to such parties listed in

Exhibit Hin one or more separate opinions);

(11) A copy of the Engineer's Report for Canopy Community Development District dated August 2017, as supplemented by the Supplemental Engineer's Report# 1 for Canopy Community Development District dated April 2018, each prepared by Greenman-Pedersen, Inc. (the "Consulting Engineer") and a certificate from the Consulting Engineer, in substantially the form attached hereto as Exhibit I dated the Closing Date and addressed to the Issuer and the Underwriter;

10